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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 1998
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _____ to _____
COMMISSION FILE NUMBER: 0-20971
STAFFMARK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 71-0788538
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
302 EAST MILLSAP ROAD
FAYETTEVILLE, AR 72703
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (501) 973-6000
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
The number of shares of Common Stock of the Registrant, par value $.01 per
share, outstanding at May 7, 1998 was 19,768,993.
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STAFFMARK, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998
INDEX
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
StaffMark, Inc. Consolidated Financial Statements
Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Introduction 9
Results for the Three Months Ended March 31, 1998 Compared to Results
for the Three Months Ended March 31, 1997 9
Liquidity and Capital Resources 10
PART II - OTHER INFORMATION
ITEM 1 -- LEGAL PROCEEDINGS 11
ITEM 2 -- CHANGES IN SECURITIES 11
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K 12
(a) Exhibits
(b) Reports on Form 8-K
SIGNATURES 12
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STAFFMARK, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
----------------------------------
1998 1997
------------------ ---------------
SERVICE REVENUES $ 146,812,968 $66,409,170
COST OF SERVICES 110,821,659 51,776,771
------------- -----------
Gross profit 35,991,309 14,632,399
------------- -----------
OPERATING EXPENSES:
Selling, general and administrative 23,411,143 10,387,992
Depreciation and amortization 2,375,209 705,576
------------- -----------
Operating income 10,204,957 3,538,831
------------- -----------
OTHER INCOME (EXPENSE):
Interest expense (628,148) (50,488)
Other, net 27,676 238,706
------------- -----------
INCOME BEFORE INCOME TAXES 9,604,485 3,727,049
PROVISION FOR INCOME TAXES 3,937,839 1,528,090
------------- -----------
NET INCOME $ 5,666,646 $ 2,198,959
============= ===========
BASIC EARNINGS PER SHARE $ 0.29 $ 0.16
============= ===========
DILUTED EARNINGS PER SHARE $ 0.28 $ 0.16
============= ===========
The accompanying notes are an integral part of these statements.
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STAFFMARK, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
1998 1997
---------------- -------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,657,518 $ 304,995
Accounts receivable, net of allowance
for doubtful accounts 66,271,224 56,707,089
Prepaid expenses and other 4,882,193 4,706,313
Deferred income taxes 1,342,747 851,284
------------ ------------
Total current assets 77,153,682 62,569,681
PROPERTY AND EQUIPMENT, net 11,609,010 9,536,164
INTANGIBLE ASSETS, net 203,860,705 172,807,775
OTHER ASSETS 4,544,512 3,735,628
------------ ------------
$297,167,909 $248,649,248
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued liabilities $ 12,604,677 $ 19,606,840
Payroll and related liabilities 18,147,152 11,580,706
Reserve for workers' compensation claims 6,048,486 6,108,748
Income taxes payable 4,390,638 2,677,191
------------ ------------
Total current liabilities 41,190,953 39,973,485
LONG TERM DEBT 49,950,000 12,000,000
OTHER LONG TERM LIABILITIES 34,183 76,030
DEFERRED INCOME TAXES 1,333,086 1,314,629
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; authorized shares of
1,000,000; no shares issued or outstanding -- --
Common stock, $.01 par value; authorized shares of
26,000,000; shares issued and outstanding of
19,399,680 in 1998 and 19,138,636 in 1997 193,997 191,386
Paid-in capital 179,641,415 176,195,026
Retained earnings 24,824,275 18,898,692
------------ ------------
Total stockholders' equity 204,659,687 195,285,104
------------ ------------
$297,167,909 $248,649,248
============ ============
The accompanying notes are an integral part of these balance sheets.
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STAFFMARK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-----------------------------
1998 1997
------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,666,646 $ 2,198,959
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 2,375,209 705,576
Provision for bad debts 239,848 148,528
Deferred income taxes (599,306) (1,088,101)
Change in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable (5,288,583) (5,882,707)
Prepaid expenses and other 2,100,355 (265,514)
Other assets (2,082,198) 108,005
Accounts payable and other accrued liabilities (4,996,155) 434,499
Outstanding checks -- (176,156)
Payroll and related liabilities 5,745,193 3,284,618
Reserve for workers' compensation claims 39,995 568,789
Income taxes payable 1,715,278 (742,316)
Accrued interest and other (622,913) (188,304)
------------ ------------
Net cash provided by (used in) operating activities 4,293,369 (894,124)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of businesses, net of cash acquired (35,475,285) (9,129,994)
Capital expenditures (2,139,630) (369,880)
------------ ------------
Net cash used in investing activities (37,614,915) (9,499,874)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 45,300,000 319,250
Payments on borrowings (7,350,000) --
Deferred financing costs (275,931) --
------------ ------------
Net cash provided by financing activities 37,674,069 319,250
------------ ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 4,352,523 (10,074,748)
CASH AND CASH EQUIVALENTS,
beginning of period 304,995 13,856,422
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 4,657,518 $ 3,781,674
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Income taxes paid $ 2,794,085 $ 4,625,960
============ ============
Interest paid, including commitment fees $ 502,564 $ 36,229
============ ============
The accompanying notes are an integral part of these statements.
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STAFFMARK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION:
StaffMark, Inc. ("StaffMark" or the "Company") provides diversified
staffing, professional and consulting services to businesses, professional and
service organizations, governmental agencies and medical niches. The Company
recognizes revenues upon the performance of services. The Company generally
compensates its temporary associates and consultants only for hours actually
worked, therefore wages of the temporary associates and consultants are a
variable cost that increase or decrease as revenues increase or decrease.
However, certain of the Company's professional and information technology
consultants are full-time, salaried employees. Cost of services primarily
consists of wages paid to temporary associates, payroll taxes, workers'
compensation and other related employee benefits. Selling, general and
administrative expenses are comprised primarily of administrative salaries,
benefits, marketing, rent and recruitment expenses.
As of March 31, 1998, StaffMark operated offices in 27 states, Canada,
South Africa and the United Kingdom and provides staffing in the Commercial,
Professional/Information Technology ("Professional/IT") and Specialty Niche
service lines. StaffMark extends trade credit to customers representing a
variety of industries. There are no individual customers that account for more
than 10% of service revenues of StaffMark in any of the periods presented.
2. BASIS OF PRESENTATION:
The accompanying interim financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC"). Certain information and note disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to those rules and regulations, although
the Company believes that the disclosures made are adequate to ensure the
information presented is not misleading.
The accompanying interim financial statements reflect all adjustments
(which were of a normal, recurring nature) that, in the opinion of management,
are necessary to present fairly the Company's financial position, results of
operations and cash flows as of and for the interim periods presented. The
accompanying statements of income and cash flows for the three months ended
March 31, 1998 have been restated to reflect the July 1997 acquisition of Baker
Street Group, Inc., which was accounted for as a pooling-of-interests. All
significant intercompany transactions have been eliminated in the accompanying
consolidated financial statements. Additionally, certain reclassifications have
been made to prior period balances in order to conform with the current period
presentation. These financial statements should be read in conjunction with the
audited financial statements of the Company and notes thereto included in
StaffMark's Annual Report on Form 10-K as filed with the SEC on March 13, 1998.
3. SEASONALITY:
The timing of certain holidays, weather conditions and seasonal vacation
patterns may cause the Company's quarterly results of operations to fluctuate.
The Company expects to realize higher revenues, operating income and net income
during the second and third quarters and lower revenues, operating income and
net income during the first and fourth quarters. Accordingly, the results of
operations for an interim period are not necessarily indicative of the results
of operations for a full fiscal year.
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4. BUSINESS COMBINATIONS:
During the first quarter of 1998 the Company acquired four businesses
(the "1998 Acquisitions"). Strategic Legal Resources, LLC ("Strategic Legal") is
located in New York City and provides attorneys and paralegals to law firms,
corporations and financial institutions. Strategic Legal operates in the
Professional/IT division. Independent Software Solutions, Inc. ("ISS") is
located in Jacksonville, Florida and provides information technology and
consulting services. ISS operates in the Professional/IT division. Temporary
Tech ("Temp Tech") is located in Raleigh, North Carolina and provides staffing
of laboratory professionals in Research Triangle Park. Temp Tech operates in the
Specialty Niche division. FirstChoice Staffing, Inc. ("FirstChoice") is located
in Dallas, Texas and provides clerical and administrative staffing services.
FirstChoice operates in the Commercial division. These acquisitions had
cumulative fiscal 1997 revenues of approximately $24.6 million.
The accompanying balance sheet as of March 31, 1998 includes preliminary
allocations of the respective purchase prices and are subject to final
adjustment. The excess of purchase price over net assets acquired has been
included in intangible assets and is being amortized over a period of 30 years.
The Company acquired 19 staffing and professional service companies
during 1997 (the "1997 Acquisitions"). Of the 1997 Acquisitions, the
acquisitions of Flexible Personnel, Inc. and related entities, Global Dynamics,
Inc., Lindenberg & Associates, Inc., Expert Business Systems, Incorporated, H.
Allen & Company, Inc., RHS Associates, Inc., EMJAY Careers, Inc. and EMJAY
Contracts, Inc., and Structured Logic Company, Inc. were considered significant
and are therefore collectively referred to as the "Significant 1997
Acquisitions". The unaudited consolidated results of operations on a pro forma
basis as though the Significant 1997 Acquisitions and Strategic Legal had been
acquired as of the beginning of 1997 are presented below. Note that the pro
forma information presented below does not reflect the reductions in salaries
that certain owners of the Significant 1997 Acquisitions and Strategic Legal
have agreed to in conjunction with the acquisitions discussed above. Other
acquisitions made by the Company during the three months ended March 31, 1998
have not been significant and, therefore, have not been included in the
following pro forma presentation. Management believes this information reflects
all adjustments necessary for a fair presentation of results for the interim
periods. The pro forma results of operations for the three months ended March
31, 1998 and 1997 are not necessarily indicative of the results to be expected
for the full year.
THREE MONTHS ENDED MARCH 31,
--------------------------------
1998 1997
---- ----
Revenues $146,812,968 $ 102,469,668
============ ===============
Net income $ 5,666,646 $ 3,130,868
============ ===============
Basic earnings per share $ 0.29 $ 0.21
============ ===============
Diluted earnings per share $ 0.28 $ 0.20
============ ===============
In addition to the purchase prices disclosed below, certain of the
acquisition agreements include provisions for the payment of additional
consideration which is contingent upon the achievement of certain performance
measures of the acquired company, typically during the twelve months immediately
following the transaction. Although the contingent consideration could be
significant to the accompanying financial statements, the amounts are not
currently determinable and, accordingly, have not been reflected in the
Company's financial statements. The obligations for this contingent
consideration, which will be payable in a combination of cash and Common Stock,
will be recorded in the Company's financial statements when they become fixed
and determinable.
The aggregate consideration paid during the three months ended March 31,
1998, which includes consideration paid for companies acquired in the current
period as well as contingent consideration paid to the former owners of
companies acquired in previous quarters consisted of $35.5 million in cash and
262,987 shares of the Company's Common Stock.
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5. EARNINGS PER COMMON SHARE:
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share," which
established new standards for computing and presenting earnings per share
information. Basic earnings per share is determined by dividing net income by
the weighted average common shares outstanding during each period. Diluted
earnings per share reflects the potential dilution that could occur assuming
exercise of all outstanding stock options. A reconciliation of net income and
weighted average shares used in computing basic and diluted earnings per share
is as follows:
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1997
---- ----
BASIC EARNINGS PER SHARE:
Net income applicable to common shares $ 5,666,646 $ 2,198,959
=========== ===========
Weighted average common shares outstanding 19,386,940 13,764,449
=========== ===========
Basic earnings per share of common stock $ 0.29 $ 0.16
=========== ===========
DILUTED EARNINGS PER SHARE:
Net income applicable to common shares $ 5,666,646 $ 2,198,959
=========== ===========
Weighted average common shares outstanding 19,386,940 13,764,449
Dilutive effect of stock options 847,744 91,135
----------- -----------
Weighted average common shares, assuming
dilutive effect of stock options 20,234,684 13,855,584
=========== ===========
Diluted earnings per share of common stock $ 0.28 $ 0.16
=========== ===========
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
The information below discusses the results of operations for the three
months ended March 31, 1998 as compared to the results of operations for the
three months ended March 31, 1997. The financial information provided below has
been rounded in order to simplify its presentation. However, the percentages
provided below are calculated using the detailed financial information contained
in the applicable financial statements, the notes thereto and the other
financial data included elsewhere in this Form 10-Q.
This filing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on current plans and expectations of the Company and involve risks and
uncertainties that could cause actual future activities and results of
operations to be materially different from those set forth in the
forward-looking statements. Important factors that could cause actual results to
differ include, among others, risks associated with acquisitions, fluctuations
in operating results because of acquisitions and variations in stock prices,
changes in government regulations, competition, risks of operations and growth
of the newly acquired businesses.
RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO RESULTS FOR THE
THREE MONTHS ENDED MARCH 31, 1997
Revenues. Revenues increased $80.4 million, or 121.1%, to $146.8 million
for the three months ended March 31, 1998 compared to $66.4 million for the
three months ended March 31, 1997. This increase was attributable to the results
from the 1997 Acquisitions which accounted for approximately $53.7 million of
the increase and the results from the 1998 Acquisitions which accounted for
approximately $9.2 million of the increase. Also accounting for this increase is
an overall increase in the demand for staffing services and internal growth of
the Company's existing operations.
Cost of Services. Cost of services increased $59.0 million, or 114.0%,
to $110.8 million for the three months ended March 31, 1998 compared to $51.8
million for the three months ended March 31, 1997. This increase was primarily
attributable to an increase in staffing payroll and related benefit costs
associated with increased revenues and internal growth. Also accounting for the
increase were the results from the 1997 Acquisitions which accounted for
approximately $38.8 million of this increase and the 1998 Acquisitions which
accounted for approximately $6.4 million of the increase.
Gross Profit. Gross profit increased $21.4 million, or 146.0%, to $36.0
million for the three months ended March 31, 1998 compared to $14.6 million for
the three months ended March 31, 1997. Gross margin increased to 24.5% for the
three months ended March 31, 1998 compared to 22.0% for the three months ended
March 31, 1997. The increase in gross margin is primarily a result of a larger
portion of the Company's revenue base being directly related to the
Professional/IT division, which provides higher profit margins than the
Commercial division due to the specialized expertise of the temporary personnel.
The increase in gross profit is primarily attributable to the Company's
increased revenues from internal growth, the 1997 Acquisition and the 1998
Acquisitions.
Operating Expenses. SG&A increased $13.0 million, or 125.4%, to $23.4
million for the three months ended March 31, 1998 compared to $10.4 million for
the three months ended March 31, 1997. This increase was primarily attributable
to the results from the 1997 Acquisitions which accounted for approximately $8.2
million of the increase and the 1998 Acquisitions which accounted for $1.2
million of the increase. Also accounting for the increase were increased costs
associated with a larger revenue base and the costs associated with the
development of corporate infrastructure. SG&A as a percentage of revenues
increased to 16.0% for the three months ended March 31, 1998 compared to 15.6%
for the three months ended March 31, 1997. Depreciation and amortization expense
increased $1.7 million, or 236.6%, to $2.4 million for the three months ended
March 31, 1998 compared to $706,000 for the three months ended March 31, 1997.
This increase is primarily attributable to amortization of the goodwill
associated with the Company's acquisitions.
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Operating Income. Operating income increased $6.7 million, or 188.4%, to
$10.2 million for the three months ended March 31, 1998 compared to $3.5 million
for the three months ended March 31, 1997. The Company's operating margin
increased to 7.0% for the first quarter of 1998 compared to 5.3% for the first
quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of funds is from operations, proceeds of
Common Stock offerings and borrowings under the Credit Facility (as defined
below). The Company's principal uses of cash are to fund acquisitions, working
capital and capital expenditures. The Company generally pays its temporary
associates and consultants weekly for their services, while receiving payments
from customers 30 to 60 days from the date of the invoice. As new offices are
established or acquired, or as existing offices are expanded, the Company has
increasing requirements for cash resources to fund growing operations.
In March 1998, the Company amended and restated its credit facility with
Mercantile Bank to increase the borrowing availability from $100.0 million to
$175.0 million (the "Credit Facility"). The Credit Facility matures on April 1,
2003 and interest on any borrowings is computed at the Company's option of
either LIBOR or Mercantile's prime rate and incrementally adjusted based on the
Company's operating leverage ratios. As a result of the recent amendment to the
Credit Facility, there is no distinction between a revolving credit line for
operations and an acquisition facility, such that borrowings, whether for
operations or for acquisitions, may be made up to $175.0 million. For the three
month period ended March 31, 1997, the Company paid a quarterly commitment fee
equal to 0.25% of the total Credit Facility ($50.0 million at that time). From
March 31, 1997 to March 31, 1998, the quarterly commitment fee was determined by
multiplying the unused portion of the Credit Facility by a percentage which
varied from 0.25% to 0.375% based on the Company's operating leverage
ratio. Subsequent to March 31, 1998, the quarterly commitment fee will be
determined by multiplying the unused portion of the Credit Facility by a
percentage which varies from 0.1875% to 0.25% based on the Company's operating
leverage ratio. The Credit Facility is secured by all of the assets of the
Company and a pledge of 100% of the stock of all of the Company's subsidiaries.
During the three months ended March 31, 1998, the Company had net borrowings of
approximately $38.0 million on the Credit Facility which were used: (i) to pay
the cash consideration for several of the 1998 Acquisitions; (ii) to fund the
additional cash consideration for several of the Company's 1997 Acquisitions;
and (iii) for general corporate purposes. As of May 5, 1998, $53.0 million was
outstanding on the Credit Facility.
The Company is obligated under various acquisition agreements to pay
additional consideration, which will be paid in a combination of cash and Common
Stock, to certain former stockholders of acquired companies. Management believes
that neither the total amount of these contingent payments nor the specific
combination of cash and Common Stock consideration can be currently determined.
Management believes that its cash flows from operations, the Credit Facility and
its ability to issue equity or debt securities will provide sufficient liquidity
and capital resources to satisfy these obligations.
Net cash provided by (used in) operating activities was $4.3 million and
($894,000) for the three months ended March 31, 1998 and 1997, respectively. The
net cash provided by or used in operating activities for the periods presented
was primarily attributable to net income and changes in operating assets and
liabilities.
Net cash used in investing activities was $37.6 million and $9.5 million
for the three months ended March 31, 1998 and 1997, respectively. Cash used in
investing activities for both periods was primarily related to the Company's
acquisitions.
Net cash provided by financing activities was $37.7 million and
$319,000 for the three months ended March 31, 1998 and 1997, respectively. Cash
provided by financing activities for both periods was primarily attributable to
the proceeds from debt issued in conjunction with the Company's acquisitions.
As a result of the foregoing, combined cash and cash equivalents
increased by $4.4 million in the first quarter of 1998 and decreased by $10.0
million in the first quarter of 1997.
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Management believes that its cash flows from operations, borrowings
available under the Credit Facility, offerings of debt or equity securities and
the use of Common Stock as partial consideration for acquisitions will provide
sufficient liquidity or acquisition currency to execute the Company's
acquisition and internal growth plans through the expiration of the Credit
Facility. Should the Company accelerate its acquisition program, the Company may
need to seek additional financing through the public or private sale of equity
or debt securities. There can be no assurance that the Company could secure such
financing if and when it is needed or on terms the Company deems acceptable.
Management plans to periodically reassess the adequacy of the Company's
liquidity position, taking into consideration current and anticipated operating
cash flow, anticipated capital expenditures, acquisition plans and offerings of
debt or equity securities, in order to ensure the Credit Facility is adequate to
meet the Company's needs on a short-term and long-term basis.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings.
The Company at times does have routine litigation incidental to its business. In
the opinion of the Company's management, such proceedings should not,
individually or in the aggregate, have a material adverse effect on the
Company's results of operations or financial condition. The Company maintains
insurance in such amounts and with such coverage and deductibles as management
believes are reasonable.
ITEM 2. CHANGES IN SECURITIES
In connection with the acquisition of Strategic Legal, the Company
issued 46,320 shares of Common Stock to the members of Strategic Legal in
January 1998. In connection with the acquisition of ISS, the Company issued
80,910 shares of Common Stock to the stockholders of ISS in February 1998. In
connection with the acquisition of Temp Tech, the Company issued 9,603 shares of
Common Stock to the stockholders of Temp Tech in March 1998. In connection with
the acquisition of FirstChoice, the Company issued 116,517 shares of Common
Stock to the stockholders of FirstChoice in March 1998. Each of these
transactions was effected without registration of the relevant security under
the Securities Act in reliance upon the exemption provided by Section 4(2) of
the Securities Act for transactions not involving a public offering.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.22 Amended and Restated Credit Agreement dated March
9, 1998, by and among StaffMark, Inc., the lenders
named therein (the "Lenders") and Mercantile Bank
National Association ("Mercantile"), as agent on
behalf of the Lenders.
10.23 First Amendment to the Amended and Restated Credit
Agreement dated March 16, 1998, by and among
StaffMark, Inc., the Lenders and Mercantile, as
agent on behalf of the Lenders.
10.24 StaffMark, Inc. Amended and Restated 1996 Stock
Option Plan.
10.25 StaffMark, Inc. Employee Stock Purchase Plan, as
amended.
10.26 StaffMark, Inc. Stock Election Plan for Non-
Employee Directors.
10.27 StaffMark, Inc. Non-Qualified 401(k) Plan.
11.1 Statement re: computation of per share earnings,
reference is made to Note 5 of the StaffMark, Inc.
Consolidated Financial Statements contained in
this Form 10-Q.
27.1 Financial Data Schedule for the three months ended
March 31, 1998, submitted to the SEC in electronic
format.
(b) Reports on Form 8-K
1. Report on Form 8-K filed with the SEC on January 23, 1998 to
report the acquisition of Strategic Legal Resources, LLC and
the Form 8-K/A related thereto filed with the SEC on March 16,
1998.
2. Report on Form 8-K filed with the SEC on February 23, 1998 to
report the financial results for the fiscal year ended
December 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STAFFMARK, INC.
Date: May 7, 1998 /s/ CLETE T. BREWER
-------------------------------------
Clete T. Brewer
Chief Executive Officer and President
Date: May 7, 1998 /s/ TERRY C. BELLORA
-------------------------------------
Terry C. Bellora
Chief Financial Officer
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INDEX TO EXHIBITS
10.22 Amended and Restated Credit Agreement dated March
9, 1998, by and among StaffMark, Inc., the lenders
named therein (the "Lenders") and Mercantile Bank
National Association ("Mercantile"), as agent on
behalf of the Lenders.
10.23 First Amendment to the Amended and Restated Credit
Agreement dated March 16, 1998, by and among
StaffMark, Inc., the Lenders and Mercantile, as
agent on behalf of the Lenders.
10.24 StaffMark, Inc. Amended and Restated 1996 Stock
Option Plan.
10.25 StaffMark, Inc. Employee Stock Purchase Plan, as
amended.
10.26 StaffMark, Inc. Stock Election Plan for Non-Employee
Directors.
10.27 StaffMark, Inc. Non-Qualified 401(k) Plan.
11.1 Statement re: computation of per share earnings,
reference is made to Note 5 of the StaffMark, Inc.
Consolidated Financial Statements contained in
this Form 10-Q.
27.1 Financial Data Schedule for the three months ended
March 31, 1998, submitted to the SEC in electronic
format.