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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the twelve months ended December 25, 1998
Commission file number: 0-23198
INTERIM SERVICES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3536544
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2050 SPECTRUM BOULEVARD, FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip code)
(954) 938-7600
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
COMMON STOCK--$.01 PAR VALUE New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of class)
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 ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the closing price of the Registrant's
Common Stock as of January 22, 1999 on the New York Stock Exchange, was
$1,100,538,781.
Number of shares of Registrant's Common Stock, par value $.01 per share
("Common Stock"), outstanding on January 22, 1999 was 47,400,714.
Documents Incorporated by Reference:
Certain specified portions of the registrant's definitive proxy statement to
be filed within 120 days after December 25, 1998, are incorporated herein by
reference in response to Part III, Items 10 through 13, inclusive.
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PART I
ITEM 1. BUSINESS
COMPANY OVERVIEW
Interim Services Inc. ("Interim" or the "Company") is a leader in
identifying, recruiting, assessing and deploying talent for a wide variety of
businesses, as well as in measuring human performance. Through the Company's
three operating segments, North America, Europe and Australia/Asia, Interim
provides four services. Through these services, consulting, managed services,
search/recruitment and flexible staffing, the Company provides professionals in
the fields of information technology, finance, law, manufacturing and human
resources, as well as clerical, administrative and light industrial staffing.
The Company's former HealthCare Division ("HealthCare") was sold effective
September 26, 1997.
The Company operates within the staffing industry in 12 countries around the
world: Australia, Canada, France, Germany, Hong Kong, Italy, New Zealand,
Singapore, Spain, The Netherlands, the United Kingdom and the United States. The
Company is organized into three operating segments based upon geographic
location, North America, Europe and Australia/Asia. These operating segments
generally follow the management organization structure of the Company and also
represent, in the opinion of management, the most meaningful aggregation of the
Company's multiple operating units throughout the world. This aggregation is
based upon geographic similarities including market growth rates, foreign
currency exposure and local laws and regulations. In most of these operating
segments the Company's four services, consulting, managed services,
search/recruitment and flexible staffing, are provided. Operating segment and
services financial information appear in Management's Discussion and Analysis
and the notes to the consolidated financial statements included herein.
Since its January 1994 initial public offering ("IPO"), excluding
HealthCare, the Company's network of offices has more than doubled from 373 in
North America to 877 offices in 12 countries as of December 25, 1998. The
Company's revenues, excluding HealthCare, increased from $537.3 million in
fiscal 1994 to $1.9 billion in fiscal 1998. This growth has been accomplished
through strategic acquisitions, internal growth and by capitalizing on
cross-selling opportunities. During this period, the Company acquired 26
businesses with 256 offices, representing over $750 million in annualized
revenues for the year ended prior to acquisition, including one business
acquired in 1994, five businesses acquired in 1995, three businesses in 1996,
four businesses in 1997 and thirteen businesses in 1998. The most significant
recent acquisitions were Computer Power Group Limited ("Computer Power") and
Crone Corkill Group PLC ("Crone Corkill") in 1998 and Michael Page Group PLC
("Michael Page") and Aim Executive Holdings, Inc. ("Aim") in 1997. The Computer
Power acquisition expands the Company's technology consulting and staffing into
Australia and Southeast Asia. Crone Corkill expands the Company's flexible
staffing and search/recruitment of high-end secretarial and administrative
personnel in the United Kingdom. Michael Page is a premier international
recruiting and staffing company specializing primarily in accounting, banking
and finance. Michael Page's 58 offices are located in the United Kingdom,
Australia, France, Germany, Hong Kong, Italy, New Zealand, Singapore, Spain, The
Netherlands, and the United States. The Aim acquisition broadened the Company's
service offerings to include outplacement and other career consulting services.
Additionally, several smaller strategic acquisitions were made during 1998 to
expand Aim's (now Interim Career Consulting) geographic markets and service
offerings.
INDUSTRY OVERVIEW
The global staffing services industry has experienced significant growth in
response to the changing work environment worldwide. According to published
industry sources, the total staffing services market had revenues of
approximately $120 billion in 1997 (the latest available data). The staffing
industry is evolving from employers' traditional use of staffing services to
manage personnel costs and meet fluctuating staffing requirements to the
reduction of administrative overhead by outsourcing human resources
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operations that are not part of an employer's core business competencies. The
use of staffing services has allowed employers to improve productivity, to
outsource specialized skills and to avoid the negative effects of layoffs.
Rapidly changing regulations concerning employee benefits, insurance and
retirement plans, as well as the high cost of hiring, laying off and terminating
permanent employees, has also prompted many employers to take advantage of the
flexibility offered through temporary and contract staffing arrangements. In
addition to the economic conditions driving staffing industry growth, the
Company believes that changing demographics of the workforces of developed
economies and evolving attitudes concerning work patterns also contribute to
growth in the staffing industry. These trends have accelerated with the pace of
technological change and greater global competitive pressures.
The U.S. remains the largest and most developed staffing services market in
the world. According to Staffing Industry Report, U.S. staffing industry
revenue, including flexible staffing, managed services, search/recruitment and
outplacement, grew from approximately $29.3 billion in 1992 to an estimated
$76.8 billion in 1998, representing a compound annual growth rate of 17.4%. The
National Association of Temporary and Staffing Services has estimated that more
than 90% of all U.S. businesses utilize staffing services. Also, the U.S. Bureau
of Labor Statistics has stated that penetration of the U.S. workforce by
temporary and contract workers has increased from approximately 0.4% in 1982 to
approximately 2.0% in 1997. One of the fastest growing sectors for the staffing
services industry, as well as for the Company, is information technology.
According to Staffing Industry Report, 1998 revenue for this sector in the U.S.
is estimated to be $18.5 billion, representing a compound annual growth rate of
24% since 1992. In addition, flexible staffing services revenue in the areas of
accounting, finance and legal, is estimated to have grown from $1.8 billion in
1992 to $7.8 billion in 1998, representing a compound annual growth rate of 28%.
The Company believes that its unique mix of services in the U.S. positions it to
continue experiencing higher revenue growth rates than those companies that
provide primarily traditional flexible staffing.
The U.K. is the second largest national staffing services market in the
world. Staffing revenues in the U.K. grew an estimated 20% in 1997 to $17
billion. Published industry sources estimate the U.K.'s penetration rate of
temporary workers at 1.8%, compared with the U.S. (2.0%) and The Netherlands
(3.6%). Demographic indicators produced by the U.K. Institute for Employment
Studies predict a return to labor shortages in the U.K., particularly in
technical and skilled sectors. This shortage is expected to result from a
shrinking labor pool coupled with continued demand for specialized skills. While
a shrinking labor pool may reduce the number of suitable candidates for the
Company to place with its clients, it may also increase the demand for the
Company's specialized search/recruitment services. The Company believes that
these factors, as well as the continued relatively rapid growth in the service
sector, should increase the opportunities to provide services in the U.K.
The total staffing services market in the European Union (excluding the
U.K.) during 1997 was estimated by published industry sources to be
approximately $29 billion, with France, Germany, The Netherlands and Belgium
accounting for over 90% of such market. Discrete domestic markets that have no
significant cross-border contact currently characterize the continental European
staffing services industry. In 1997, staffing revenues grew 33% in France, 20%
in Germany, 30% in Spain, 19% in The Netherlands and 17% in Belgium. In many
other European countries, the staffing services industry has only recently begun
to develop. The European Commission has noted trends towards deregulation and
greater labor market flexibility that the Company believes will increase the use
of temporary and contract labor throughout Europe. For example, Spain, Sweden
and Italy have recently enacted legislation that eliminated or modified laws
that had previously significantly restricted or prohibited the operations of
staffing services companies. In the emerging markets of Eastern Europe, the
Company believes that demand for staffing services is increasing as a result of
deregulation of certain local labor laws and increasing economic development.
In certain countries in the Australia/Asia region, particularly Australia,
the staffing services industry is well developed, and the Company believes that
opportunities exist for continued expansion within all of the Company's service
offerings.
3
The staffing services market in most countries in which the Company operates
is highly fragmented and includes a large number of small businesses, many of
which operate in a single geographic market. This fragmentation, combined with
changing client demands and competitive pressures, has resulted in a trend
towards industry consolidation. This consolidation is being driven by, among
other things, client demands for "one-stop shopping" from staffing providers.
Faced with a desire to minimize the number of vendors, coupled with the need for
sophisticated management information systems, the growth of national or global
relationships and the expansion of professional level specialties, clients have
begun to demand the services of large staffing companies capable of offering a
full range of staffing services over a broad geographic area. This ability has
been particularly important in fulfilling the needs of large regional, national
and international accounts. Within this more competitive environment, smaller
companies may have difficulties competing due to limited service offerings,
geographic concentration and lack of sufficient working capital and management
resources. As a result, many smaller companies have been acquired in recent
years and the Company believes that small and mid-sized staffing companies are
becoming increasingly responsive to acquisition proposals by larger firms, such
as the Company. Furthermore, the Company believes that consolidation may also
occur among larger regional and national companies.
BUSINESS STRATEGY
The Company's goal is to drive revenue and earnings growth by delivering
innovative integrated human resources solutions worldwide through its
consultative approach to workforce management. The Company intends to achieve
this goal through a growth strategy that includes strategic acquisitions, with
particular emphasis in its higher-margin consulting services and high skill
level flexible staffing services (i.e., accounting, technology, legal, etc.),
opening new offices in existing and new geographic markets and continued
development of its client base by capitalizing on cross-selling opportunities.
This growth strategy is complemented by an operating strategy of offering a
comprehensive range of innovative services under common brands through
decentralized, entrepreneurial offices providing specialized expertise.
The key elements of the Company's strategy are:
PROVIDE A COMPREHENSIVE RANGE OF SERVICES. The Company believes that
significant demand exists from current and prospective clients to procure a
substantial portion of their human resources solutions from a single company,
thereby enabling them to assess and deploy personnel more efficiently and
productively. Accordingly, the Company seeks to be regarded by its clients as
their human resources partner and is committed to developing a broad range of
innovative, value-added human resource solutions to meet their evolving needs on
a worldwide basis. Since the IPO, the Company has significantly increased the
range of services offered, moving from solely providing flexible staffing
services to offering a full range of human resource solutions including
consulting, managed services, search/recruitment and flexible staffing.
LEVERAGE BRAND IDENTITY. Interim is one of a small number of staffing
companies which provide a variety of human resource solutions under the same
brand name. This maximizes cross-selling opportunities (e.g., Interim
Technology, Interim Financial Solutions, Interim Legal Services, Interim
Attorneys, Interim Personnel, etc.). Through this common branding, the Company
and its franchisees and licensees are better able to benefit from national media
advertising. The Company also benefits from brand name recognition of certain of
its subsidiaries. Michael Page, a premier recruitment organization focusing on
the placement of finance professionals internationally, has established strong
name recognition within the world's largest financial markets. The Stratford
Group, the Company's executive search business specializing in the recruitment
of high-level executives, benefits from name recognition among senior
management. The Saratoga Institute, the Company's human capital measurement
business, is widely recognized within the human resources industry as the source
for human capital measurement data and consulting.
DELIVER SERVICES THROUGH SPECIALIZED OFFICES SUPPORTED BY DECENTRALIZED
STRUCTURE. The Company's businesses are operated to be responsive to local
business practices and market conditions. The Company believes that its existing
and potential clients choose service providers largely on the basis of brand
4
awareness and local specialized expertise. Each of the Company's offices is
organized on this basis, thereby providing clients with perceived value and
enhanced services by enabling them to deal with Interim representatives who
"speak their language" and understand their specialized human resources
requirements. Further, all Interim managers are compensated based on profits
generated within their scope of responsibility and cross-selling activities, and
they are responsible for their own hiring, pricing, business mix and local
promotion. The Company believes that this (i) allows the Company to capitalize
on its managers' knowledge of local business conditions and markets, (ii) makes
the Company more attractive to acquisition candidates, (iii) allows for a smooth
transition of acquired businesses and (iv) enables local operating company
managers to develop long-term relationships with key decision makers at both
existing and potential clients.
MAINTAIN STRONG ORGANIC GROWTH. A significant portion of the Company's
growth has resulted from internal expansion, which includes new office openings
and development of existing offices. The Company intends to continue to add
offices by expanding into new geographic markets, both domestically and
internationally, and to open new offices in existing markets to increase the
range of services offered in such markets. New office openings are jointly
planned by corporate and local management based upon various criteria, including
market demand, availability of quality candidates and whether a new office would
complement or broaden the Company's current geographic network or service
offerings. The Company also believes that it has been able to accelerate the
growth of existing offices by capitalizing on cross-selling opportunities. To
this end, the Company's integration managers focus on facilitating cross-selling
opportunities on a regional basis. The Company opened 266 offices from the date
of the IPO through the end of fiscal 1998.
UTILIZE ADVANCED RECRUITMENT METHODS. The Company has added new techniques
to successfully recruit and retain candidates. Through five recruitment centers
in Europe, Asia and South Africa, Interim recruits information technology ("IT")
professionals, predominantly to the U.S., to fill a shortage of skills. In
addition, Interim was the first company in the staffing industry to implement
national television advertising featuring a toll-free number (1-800-A-CAREER)
and full-page Wall Street Journal advertising for managerial and executive
positions. Recruitment efforts are globally supported by both Internet and
Intranet-based technology and a developing central candidate database that will
allow the Company to maintain contact with candidates throughout the duration of
their careers. Once a candidate is employed, the Company focuses on training to
maintain or enhance skills and offers certain employees salaries, benefits and
participation in the Company's employee benefit plans as a form of retention.
PROVIDE INNOVATIVE PRODUCTS AND SERVICES. By taking a consultative approach
to client needs, the Company has developed innovative, value-added services that
help clients better manage their human assets. Interim On-Premise utilizes
proprietary software that provides "qualitative" measurement of performance,
quantitative analysis of staffing efficiencies and customized reporting. The
Company's "interim.com" website contains employment information that can be used
by both candidates and clients, and it was made part of the Smithsonian
Institution's Permanent Research Collection on Information Technology
Innovation. In addition, the Company conducted a nationwide survey with Louis
Harris and Associates to identify emerging workforce trends to assist clients in
human resource planning.
CONTINUE TO EXPAND THROUGH ACQUISITIONS. The Company believes that there is
an opportunity to acquire additional companies consistent with its business
strategy because of the highly fragmented nature of the staffing industry and
the pressures of increased competition. The Company intends to continue to make
complementary acquisitions that can be integrated into existing operations, as
well as strategic acquisitions that provide entry into new geographic markets or
service lines. This acquisition strategy focuses on strong, well managed
companies domestically and internationally. The Company has a proven track
record of successfully acquiring companies, integrating them within the
Company's existing operations and producing growth rates of acquired companies
in excess of their historical performance. Since the IPO, the Company has added
256 offices with over $750 million in annualized revenues for the year ended
prior to acquisition.
5
ACQUISITIONS
The Company's corporate management team has extensive experience in
identifying acquisition candidates and integrating acquired operating companies
into the Company's international network. The Company believes its
decentralized, entrepreneurial management structure facilitates its efforts to
acquire branded staffing companies seeking alliances with an
internationally-focused provider of a broad range of human resources services.
Since the IPO, the Company has acquired 26 companies providing consulting,
managed services, search/recruitment and flexible staffing through 256 offices,
representing over $750 million in annualized revenues for the year ended prior
to acquisition. In addition to external acquisitions, Interim usually purchases
franchise and license operations which are for sale. The Company is generally
the purchaser of choice when an Interim franchisee or licensee decides to sell
its business. The Company has a first right of refusal on any franchise sale at
the same terms and conditions as may be agreed with another purchaser and has a
standard purchase option on licenses. Overall, Company-owned branches yield
higher profits than franchised or licensed offices, and the Company therefore
believes that the purchase of these offices can be accretive to overall
earnings. The Company regularly evaluates potential acquisitions of companies
that can be integrated into existing operations and strategic acquisitions that
provide entry into new geographic markets or service lines. Certain information
related to external acquisitions is summarized in the following table.
NUMBER REVENUES
OF IN
ACQUISITION OFFICES MILLIONS
ACQUIRED BUSINESS DATE (1) (2) PRIMARY SERVICES (SKILLS)
- -------------------------------------- ------------- ----------- ----------- ----------------------------------------------
Computer Power Group (Australian and
Asian operations)................... 12/98 51 $ 143.0 Consulting, Flexible Staffing (Technology)
HR Easy............................... 12/98 3 6.6 Consulting (Human Capital Measurement &
Assessment)
Ouranos Informatica Groep B.V......... 11/98 1 20.0 Consulting (Technology)
Reedie & Company...................... 9/98 3 4.4 Consulting (Outplacement & Executive Coaching)
Polmar, Inc........................... 9/98 1 5.4 Consulting (Technology)
Clarke, Poynton & Associates;
C.P.G. Partners..................... 8/98 5 8.0 Consulting (Outplacement & Executive Coaching)
AGO Uitzendbureau B.V................. 7/98 30 17.9 Flexible Staffing (Administrative & Light
Industrial)
Saratoga Institute.................... 6/98 1 3.0 Consulting (Human Capital Measurement &
Assessment)
Smyth, Fuchs & Company................ 3/98 5 2.5 Consulting (Outplacement)
Crone Corkill......................... 3/98 2 38.4 Flexible Staffing, Search/Recruitment
(Administrative)
Network Companies..................... 2/98 2 5.0 Flexible Staffing, Search/Recruitment
(Accounting)
deRecat & Associates.................. 1/98 3 3.5 Consulting (Outplacement)
A.J. Burton Group, Inc................ 1/98 3 14.6 Flexible Staffing, Search/Recruitment
(Accounting)
Feldt Personnel Consultants........... 10/97 1 0.5 Flexible Staffing, Search/Recruitment
(Accounting)
Mainstream Access..................... 4/97 16 5.7 Consulting (Outplacement)
Michael Page Group PLC................ 4/97 40 220.0 Flexible Staffing, Search/Recruitment
(Accounting, Banking & Finance)
6
NUMBER REVENUES
OF IN
ACQUISITION OFFICES MILLIONS
ACQUIRED BUSINESS DATE (1) (2) PRIMARY SERVICES (SKILLS)
- -------------------------------------- ------------- ----------- ----------- ----------------------------------------------
Aim Executive Holdings................ 3/97 17 35.2 Consulting, Flexible Staffing, Search/
Recruitment (Outplacement & General
Management)
Allround/Interplan.................... 11/96 6 15.0 Flexible Staffing (Administrative & Light
Industrial)
Brandon Systems....................... 5/96 32 89.0 Flexible Staffing, Managed Services
(Technology)
Of-Counsel............................ 5/96 1 1.0 Flexible Staffing (Legal)
Computer Power Group (U.S. and U.K.
operations)......................... 12/95 17 81.0 Consulting (Technology)
Hernand & Partners.................... 11/95 3 2.7 Flexible Staffing (Legal)
Juntunen.............................. 10/95 2 13.6 Search/Recruitment, Flexible Staffing,
(Technology & General Management)
OCS Consulting Services............... 6/95 5 16.1 Consulting (Technology)
Career Associates/Career Temps........ 6/95 5 5.6 Flexible Staffing, Search/Recruitment
(Accounting)
ICS Temporary Services................ 12/94 1 1.6 Flexible Staffing (Administrative & Light
Industrial)
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256 $ 759.3
--- -----------
--- -----------
- --------------------------
(1) Office count at time of acquisition.
(2) Represents annualized revenues for the year ended prior to acquisition.
SERVICES OVERVIEW
The Company provides its operating segments with centralized national and
international support in training, information technology, recruitment,
marketing and sales. This includes national television advertising aimed at
building brand identity and recruiting candidates, centralized candidate
databases and expansive internet and intranet communication abilities. In
addition, back office support includes: payroll, billing, receivable management,
risk management, legal services and cash management. Corporate staff, as well as
integration managers in key markets, are dedicated to supporting cross-selling
activities and national/international account management and expansion. Business
units that pass revenue-generating leads to other business units are rewarded
with a corporate-paid fee. This approach facilitates an environment of high
communication among offices, unifies strategic initiatives and capitalizes upon
multinational resources.
The Company is organized into three operating segments based upon geographic
location, North America, Europe and Australia/Asia. These operating segments
generally follow the management organization structure of the Company. The
operating segments also represent, in the opinion of management, the most
meaningful aggregation of the Company's multiple operating units throughout the
world. This aggregation is based upon geographic similarities including market
growth rates, foreign currency exposure and local laws and regulations. Within
each of these operating segments, the Company provides its four services--
consulting, managed services, search/recruitment and flexible staffing. The
Company defines these services as follows:
CONSULTING -- Interim designs and delivers solutions to a specific client
challenge, including technology consulting and training, talent assessment,
career consulting and human capital measurement. Consultants engaged within this
group are full-time Interim employees.
MANAGED SERVICES -- Through Managed Services, clients engage Interim for its
management capabilities, such as Interim On-Premise, functional outsourcing and
vendor management. These engagements
7
may or may not involve deployment of flexible staff, as Interim is often called
upon solely to provide management services.
SEARCH/RECRUITMENT -- Search/Recruitment focuses on full-time placement of
entry-level professionals through senior executives, for which Interim receives
a one-time fee from the client. Examples include the placement of professionals
in senior management, accounting and finance and sales and marketing.
FLEXIBLE STAFFING -- Through Flexible Staffing, Interim employees are placed
at the client's facility for assignments, ranging in length from a few days to
many months. Assignments also cross a wide range of skills, such as
administrative, light industrial, accounting, technology and legal.
CONSULTING
Consulting Services represented 15.2% of worldwide revenues in 1998. The
Company's primary focus within this service category is technology,
outplacement, executive coaching and human capital measurement and assessment.
Interim has built a leading information technology consulting group
operating through 84 offices of which 30 are in North America, 3 are in Europe
and 51 are in Australia/Asia, as well as recruiting centers in South Africa,
Asia and the United Kingdom. This service is provided primarily through Interim
Technology, The Consulting Group ("Technology Consulting"). Technology
Consulting specializes in the areas of software design, maintenance and
development, quality assurance, implementation and management and strategic IT
consulting. Technology Consulting has separate practices to supply specialized
expertise in the areas of client/server development, legacy systems support,
network integration, software quality management, systems engineering and
technical communications to clients including many Fortune 100 companies.
Consulting engagements are generally longer term, and are provided by highly
trained full-time employees.
Technology Consulting has grown both organically and through the acquisition
of Ouranos Informatica Groep B.V. ("Ouranos") and Computer Power (both which are
currently in the process of being rebranded Interim Technology). Ouranos
operates in The Netherlands and offers IT development and support through its
consulting services. Computer Power operates in Australia/Asia and provides
technology consulting, in addition to flexible staffing and education and
training.
With nationwide capabilities, Interim Career Consulting manages projects
ranging from large-scale national restructuring to individual cases and is
ranked among the top five outplacement firms in the U.S. Interim Career
Consulting operates through 48 offices in the U.S. This business provides career
management and outplacement services to help companies and their employees
address career transition and termination issues. Career Consulting provides
career assessment and management, executive coaching, leadership development and
team alignment. The Company was the first career transition firm to receive an
ISO 9001 certification for part of its domestic operations. Through an
international strategic alliance with Coutts Consulting Group, Interim Career
Consulting offers services to multinational clients in 80 markets throughout
Europe, Japan and Canada.
Interim expanded its core competency in identifying, assessing and deploying
talent with the 1998 purchase of Saratoga Institute. Saratoga Institute,
recognized throughout the human resource community as a leading source of human
capital performance measurement, serves many Fortune 500 companies. The
organization is well known for its Human Resource Financial Report, which
includes quantitative data such as revenue per employee, time to fill a vacant
position, cost per hire and other performance measurements that assess the
financial impact of human capital on an organization.
The Company acquired HR Easy, Inc. ("HReasy") in late 1998, further
expanding the Company's evolution from a staffing company to a complete human
capital management resource provider. HReasy (which is currently in the process
of being rebranded as Interim Assessment Solutions) helps clients identify which
job applicants are the most qualified and have the best cultural fit for
mid-management to
8
hourly positions. HReasy also creates and implements customized attitude and
opinion surveys and exit interviews. HReasy helps ensure the right hire through
its use of interactive voice response technology to analyze qualifications and
behaviorally assess job candidates via telephone interviews. This business unit
currently works with a wide range of companies, most notably in retail, banking,
grocery, petroleum and manufacturing industries.
MANAGED SERVICES
Managed Services represented 16.7% of worldwide revenues in 1998. Within
this service category, clients engage Interim for its management capabilities,
such as Interim On-Premise, vendor management and functional outsourcing in such
areas as help desk and data centers.
In 1992, the Company introduced a new staffing concept, Interim On-Premise,
whereby a client delegates management of its staffing needs to the Company,
allowing the client to focus on its core business activities. The Company is
currently expanding Interim On-Premise into Europe. On-Premise has evolved to
include managing a client's entire workforce, a significant portion of which may
be permanent staff, and the management of other staffing vendors. To better
serve its On-Premise clients, the Company has developed proprietary software
that is designed to facilitate managing the productivity of personnel at the
client's work site.
The Company has found that Interim On-Premise clients, who had typically
utilized staffing services, are very receptive to other Interim services.
On-Premise managers are well positioned to enhance established relationships
with key decision-makers at client organizations and, as a result, introduce
other Interim services. Conversely, other business units such as Technology
Consulting or Interim Financial Solutions (formerly Interim Accounting
Professionals) can often identify instances where clients need additional
staffing services and introduce Interim On-Premise. These clients have also
sought to expand the Interim On-Premise service into their international
operations. Management believes the Company's geographic and service breadth
provide a strong competitive advantage in securing such broad-reaching
assignments. Additionally, once in place, the client's reliance on the Company's
knowledge, productivity and proprietary software makes them more reluctant to
seek alternate service providers who may not be able to deliver this value added
service.
Through the Company's Interim Technology, Staffing Solutions Group
("Technology Staffing"), the Company offers outsourcing services whereby its
clients delegate to Interim all responsibility for technology staffing and
performance issues in such environments as the help desk and data centers. The
Company manages day-to-day functional activities, as well as staffing services,
and the client maintains strategic control of their information systems and
data. This type of outsourcing service is typically provided to clients under a
contractual arrangement.
In 1997, the Company introduced Juris Partners through its Interim Legal
Services business, a product designed to be similar to Interim On-Premise. Juris
Partners is a comprehensive management program designed to increase the
effectiveness and cost-efficiency of a company's legal support. Through Juris
Partners, an on-site Interim manager evaluates and manages a company's entire
legal support function, supplying the necessary staff and services including
project staffing, litigation support, document management and court reporting.
SEARCH/RECRUITMENT
Search/Recruitment represented 13.6% of worldwide revenues in 1998. The
Company provides full-time placement of entry-level professionals through senior
executives for many types of skills.
Through the acquisition of Michael Page and the growth of Interim Financial
Solutions, the Company provides accounting, banking, finance and other
search/recruitment services worldwide. Michael Page specializes in recruiting in
areas such as mergers and acquisitions, corporate finance and funds management.
9
Michael Page operates 58 offices in major financial centers across the globe,
including London, Paris, Frankfurt, Amsterdam, Hong Kong, Singapore and Sydney
and in 1997, opened its first office in New York. As a result of the Michael
Page acquisition, Interim is the largest provider of search/recruitment in the
accounting, banking and financial areas worldwide. In addition, Michael Page
provides Interim with a global presence to grow its On-Premise and flexible
staffing businesses. Through 22 offices in the U.S., Interim Financial Solutions
provides accounting and finance personnel at a variety of levels including
bookkeepers, degreed accountants, certified public accountants, auditors and
controllers. Interim Financial Solutions made two domestic acquisitions in 1998
which expanded its presence on the eastern U.S. coast.
Interim provides nationwide searches for all levels of employees, up to
president and CEO through over 30 offices in the U.S. Retained searches are
conducted for executives and high-level managers through Stratford, and
contingency recruitment is available for management and professional positions
through Interim Executive Recruiting and other business units. Businesses rely
on Interim to recruit industry experts who will provide strategic direction and
top management skills. The search group has developed a prestigious client list,
and has particular expertise in the technology industry, working with many
leading technology companies in the U.S. Relationships are established with
companies at the highest levels when recruiting for executives and management.
These relationships serve as an excellent point of entry for a whole host of
additional Interim services including information technology, legal, accounting,
HR, clerical and light industrial.
FLEXIBLE STAFFING
Flexible Staffing represented 54.5% of worldwide revenues in 1998. The
Company provides flexible staffing services at many skill levels, from light
industrial and clerical to accounting, legal and technology. Flexible staffing
is provided through most of the Company's business units, with differences
between the units based upon skill provided.
The Company's Michael Page and Interim Financial Solutions business units
provide flexible staffing in the areas of accounting, banking and finance in all
of the same locations in which the Company provides search/recruitment for the
same skill types. The typical office model in these businesses has search
consultants that focus on flexible staffing assignments and those that
concentrate on search/recruitment. Combining these business units' flexible
staffing and search/recruitment revenues makes Interim the second largest
provider of accounting, banking and finance skills in the world.
Technology Staffing provides operations-based staffing and support for IT
operations including help desk and data center operations, operations analysis,
communications, and PC support through 24 offices in the U.S. and one office in
the U.K. Technology Staffing generally provides large numbers of personnel for
shorter assignments. Computer Power provides flexible staffing and education and
training in areas such as end-user proficiency and certified vocational
training, in addition to technology consulting. Computer Power has 49 offices in
Australia and New Zealand, and one office each in Hong Kong and Singapore.
The Company's Interim Legal Services business unit provides attorneys,
paralegals, court reporters, litigation support and legal transcription services
predominantly to law firms and corporations in the U.S. This business unit has
14 offices in the U.S.
The Company's traditional flexible staffing business, Interim Personnel,
provides a wide variety of clerical, administrative, assembly and light
industrial skills in 465 offices in the U.S. In addition to supplying personnel
to perform general office tasks such as reception, copying and filing, the
Company provides personnel who are proficient in word processing, graphics,
spreadsheets or database management. In the light industrial area, Interim
Personnel supplies personnel to perform light industrial tasks such as
electronic and precision assembly, PC board assembly, packaging, shipping and
receiving, warehousing,
10
landscaping, construction and equipment operation. The Company also offers
full-time placement of these skills.
The Company's traditional flexible staffing business expanded its European
operations through the 1998 acquisitions of Crone Corkill in the United Kingdom
and AGO Uitzendbureau ("AGO") in The Netherlands. Crone Corkill places primarily
high-end secretarial and administrative personnel. AGO provides clerical and
light industrial flexible staffing through 30 locations in The Netherlands.
HEALTHCARE
On September 26, 1997, the Company sold HealthCare. HealthCare revenue
represented 12% of total revenues for the year ended December 26, 1997. See the
notes to the Consolidated Financial Statements contained herein for discussion
of this transaction. In October 1998, the Company completed the sale of the
remaining portion of HealthCare, Interim HealthCare of New York, Inc. The
remaining portion of the sale did not have a material impact on results of
operations in 1998.
OFFICE STRUCTURE
Interim offices are Company-owned, franchised and licensed. Most offices
serve multiple clients in their respective geographic area, with the exception
of Interim On-Premise sites which are established at the client's location to
serve only that client. The Company believes that it can better leverage
profitability through its branch locations. Currently 84% of revenues are
derived from Company-owned branches, with the remaining being franchised and
licensed. The following table details the number of offices which are
Company-owned, franchised and licensed as of the end of the periods listed.
FISCAL YEAR ENDED DECEMBER
-------------------------------------
NUMBER OF OFFICES 1998 1997 1996
- ------------------------------------------------------------------------- ----- ----- -----
Branch Offices........................................................... 543 399 283
Franchised Offices....................................................... 138 139 134
Licensed Offices......................................................... 196 168 176
--- --- ---
877 706 593
HealthCare............................................................... -- -- 405
--- --- ---
TOTAL INCLUDING HEALTHCARE....................................... 877 706 998
--- --- ---
--- --- ---
OWNED OFFICES
As of December 25, 1998, the Company operated 543 branch offices. Branch
office expansion is generally pursued in markets where Interim has an
established presence and is used to increase market penetration. Additional
expansion is achieved by establishing On-Premise operations at client sites. The
Company intends to continue to expand Company-owned branches in those locations
where it can "cluster" multiple offices in close geographic proximity to utilize
centralized regional and area management and other administrative functions
which should increase growth opportunities and increase profitability.
LICENSED OFFICES
The Company grants licenses, which give the licensee the right to establish
a business utilizing the Company's trade names, service marks, advertising
materials, sales programs, operating procedures, manuals and forms within a
designated territory. As of December 25, 1998, the Company's 81 licensees
operated 196 licensed offices.
11
Licensees are required to observe the Company's operating procedures and
standards and act as a representative of the Company in recruiting, screening,
classifying, employing and placing flexible staff in response to client orders.
The licensee is responsible for establishing the office and paying related
administrative and operating expenses, such as rent, utilities and salaries of
full-time employees. The Company is responsible for paying the wages of the
flexible staff and all related payroll taxes and insurance. As a result, the
Company provides a substantial portion of the working capital needed for the
licensed businesses.
Sales by the licensed offices are included in the Company's revenues, and
the direct costs of services are included in the Company's cost of services. The
licensee receives a commission from the Company, which generally is equivalent
to 75% of the licensed offices' gross profits. The licensee is required to
participate in the Company's national advertising program and use the Company's
billing, payroll and other data processing services for which a separate fee is
paid to the Company.
FRANCHISED OFFICES
The Company has been granting franchises for approximately 40 years. The
average tenure of franchise ownership exceeds 17 years, and a number of
franchisees are second generation owners. Most franchisees operate more than one
franchise. As of December 25, 1998, the Company's 18 franchisees operated 138
offices.
The Company grants franchisees the right to market and furnish flexible
staffing services within a designated geographic area using the Company's trade
names, service marks, advertising materials, sales programs, operating
procedures, manuals and forms. The Company provides franchises with its
national, regional and local advertising. Franchisees operate their businesses
autonomously within the framework of the Company's policies and standards and
recruit, employ and pay their own full-time and flexible staff. The Company
receives royalty fees from each franchise based upon its sales, and in return
supplies a variety of support and marketing services.
COMPETITION
The staffing services industry is intensely competitive and highly
fragmented, with few barriers to entry by potential competitors at the local
level. The Company faces significant competition in the markets it serves and
will continue to face significant competition in any geographic markets or
industry sectors that it may enter. In each market in which the Company
operates, it competes for both clients and qualified personnel with other firms
offering staffing services. The majority of competitors are significantly
smaller than the Company. However, certain of the Company's competitors have
greater marketing and financial resources than the Company. Many clients use
more than one staffing services company and it is common for a major client to
use several staffing services companies at the same time.
The Company's largest competitors are Adecco S.A., Manpower Inc., The Olsten
Corporation, Randstad Holdings, Kelly Services, Inc., Robert Half International
Inc., Modis, Inc., CDI Corporation and Norrell Corporation. The Company believes
that it is one of the ten largest worldwide providers of staffing services based
upon revenue.
The Company believes that the primary competitive factor in obtaining and
retaining clients is the breadth of services provided as clients seek out
providers that can service all of their staffing needs. Additionally, other
critical competitive factors include the number and location of offices, an
understanding of clients' specific job requirements, the ability to provide
personnel in a timely manner, the ability to monitor the quality of job
performance and pricing. The primary competitive factors in obtaining qualified
candidates for employment assignments are quality of available opportunities,
wages, responsiveness to work schedules and number of available work hours. The
Company believes it has a competitive advantage over its competitors because it
offers a wide range of services and broad availability of skills to its
customers worldwide.
12
TRADEMARKS
In 1992, the Company changed its name and primary identifying trademark from
"PERSONNEL POOL" to "INTERIM" and related "INTERIM" marks. A few locations
continue to operate under the "PERSONNEL POOL" mark (or related marks used by
such locations prior to acquisition by the Company). With the exception of
Michael Page, Saratoga and Stratford Group, the names and trademarks of
businesses acquired by the Company are being or have been transitioned to an
appropriate "INTERIM" name, typically within a period of several months
following the date of acquisition. The Company has undertaken extensive national
and local advertising and marketing efforts to increase its name recognition in
the marketplace.
The Company uses and has registered with the United States Patent and
Trademark Office the trademarks: INTERIM, INTERIM ACCOUNTING, INTERIM ATTORNEYS,
INTERIM COURT REPORTING, INTERIM LEGAL, INTERIM ON-PREMISE, INTERIM PERSONNEL
SERVICES, HR EASY, DEPOLAB, SKILL ANALYZER, STRATFORD GROUP, TEMPLINK, TEST
CYCLE, VALI/TEST PRO and PERSONNEL POOL; it uses and has applications for
registration pending on the trademarks: INTERIM TECHNOLOGY, SQM TOOL SUITE, IT /
WORK REQUEST MANAGER, MICHAEL PAGE, HOW THE WORLD IS WORKING, 1-800-A-CAREER, IT
/ ENTERPRISE MANAGER, IT / REQUIREMENTS MANAGER and IT / TEST MANAGER; and it
uses and claims ownership of the unregistered trademarks: INTERIM CAREER
SERVICES, INTERIM PERSONNEL, INTERIM FACILITIES MANAGEMENT, INTERIM FINANCIAL
PERSONNEL, INTERIM MANAGED SERVICES, INTERIM OFFICE TECHNOLOGY, INTERIM
STAFFING, VICTOR PERSONNEL, INTERIM CAREER CONSULTING, INTERIM HR PROFESSIONALS,
INTERIM EXECUTIVE RECRUITING, INTERIM TECHNICAL STAFFING, INTERIM FINANCIAL
SOLUTIONS, INTERIM LEGAL PROFESSIONALS, INTERIM LEGAL SERVICES, INTERIM
INDUSTRIAL STAFFING, INTERIM TECHNOLOGY-STAFFING SOLUTIONS GROUP, INTERIM
TECHNOLOGY-CONSULTING GROUP and SARATOGA INSTITUTE. INTERIM is a registered
trademark of the Company in Canada and INTERIM TECHNOLOGY is a registered
European Community Trademark of the Company. The Company's U.S. trademark
registration for INTERIM expires April 6, 2003, but is renewable indefinitely
for successive ten-year terms.
The Company has licensed use of its INTERIM HEALTHCARE mark to Interim
HealthCare, Inc., (which is independent of the Company), for an initial period
of five years and renewable every two years thereafter.
GOVERNMENTAL REGULATION
Flexible staffing firms are generally subject to one or more of the
following types of government regulations: (i) regulation of the
employer/employee relationship between a firm and its flexible staff, (ii)
registration, licensing, record keeping and reporting requirements and (iii)
substantive limitations on its operations. Flexible staffing firms are the legal
employers of their flexible workers. Therefore, the firm is governed by laws
regulating the employer/employee relationship such as tax withholding or
reporting, social security or retirement, anti-discrimination and workers'
compensation.
13
The Company has significant operations in a number of foreign countries. In
some of these countries, particularly in Europe, there is significant national
and local regulation of flexible staffing services. These laws generally require
that part-time, temporary and contract workers receive benefits similar to
full-time workers, such as vacation, welfare plan contributions and severance
pay. In some cases, hours of work and the duration of assignments are limited
and workers may not be assigned to certain industries. Industry-wide union
membership is also a requirement in some countries. The Company does not
anticipate that these legal structures and requirements will have a material
effect on its growth or prospects. However, any material change in national or
local regulation of flexible staffing services could have a material adverse
effect on the Company.
The Company's sale of franchises and licenses is regulated by the Federal
Trade Commission and by authorities in approximately 17 states and one Canadian
province. The Company must deliver a franchise offering circular (similar to a
prospectus) to prospective franchisees or licensees. The Company has filed
either the appropriate registration or obtained an exemption from registration
in states which require franchisors to register in order to sell franchises. The
Company does not anticipate that these requirements will have any material
effect on its ability to sell franchises or licenses.
EMPLOYEES
Interim employed more than 375,000 people in 1998. The Company estimates
that it assigned approximately 370,000 flexible personnel with its clients in
1998, of whom approximately 63,000 were assigned, on average, at any given time.
The Company placed approximately 26,000 people in permanent jobs. In addition,
the Company employs approximately 6,000 staff employees full-time in both its
national and international operations.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company, each of whom has been elected to
serve at the discretion of the Board of Directors of the Company, are:
NAME AND AGE POSITION
- ------------------------------ ---------------------------------------------------------------------------------
Raymond Marcy, 48............. Chairman since August 1997; Chief Executive Officer since September 1991;
President and a Director since November 1989; Chief Operating Officer from
November 1989 until September 1991. Prior to joining the Company, Mr. Marcy
served as Senior Vice President of Operations for Adia Services, Inc. (Adia),
from 1980 through 1988. While retaining his position as Senior Vice President of
Operations for Adia, from May 1988 until November 1989, Mr. Marcy was President
and Chief Executive Officer of Nursefinders, Inc., the temporary nursing
subsidiary of Adia.
Robert E. Livonius, 50........ Chief Operations Officer since February 1997, Executive Vice President since
August 1993. Vice President, HealthCare from August 1991 to August 1993. Prior to
joining the Company, he served as Vice President-Field Operations for a division
of NYNEX Corporation, from June 1986 through June 1991.
Roy G. Krause, 52............. Executive Vice President and Chief Financial Officer since October 1995. Prior to
joining the Company, he served as Executive Vice President of HomeBank Federal
Savings Bank and HomeBank Mortgage Corporation from November 1980 to September
1995.
Ronald de Heer, 56............ Executive Vice President, European Operations since September 1996. Prior to
joining the Company he served as Managing Director for Adia Personnel for nearly
10 years in Holland, Belgium and Luxembourg.
14
NAME AND AGE POSITION
- ------------------------------ ---------------------------------------------------------------------------------
John B. Smith, 59............. Senior Vice President since January 1980, Legal Counsel and Secretary since
January 1965, Director from January 1969 until May 1995.
Gary Peck, 46................. President (Commercial Staffing Group) since August 1997. Vice President
(Commercial Branch Operations) from January 1995 to August 1997; Vice President
(Special Services) from August 1991 to December 1994. Prior to joining the
Company, he served as Senior Vice President for Talent Tree Services, Inc., from
August 1988 to August 1991.
Shannon C. Allen, 32.......... Vice President since November 1998, Treasurer since May 1997. Assistant Treasurer
from October 1994 to May 1997. Prior to joining the Company, she worked in the
Treasury and Corporate Finance Department at W. R. Grace & Co., Inc. from April
1992 to October 1994. From August 1988 to September 1991 she worked in Corporate
Finance at Kidder, Peabody & Co., Incorporated.
Robert Evans, 55.............. Vice President/Chief Information Officer since May 1996. From January 1991 to May
1996, he served in several executive positions with AT&T including Vice President
Customer Care Strategy and Reengineering, Chief Technology Officer, Chief
Information Officer and General Manager of the Consumer Interactive Services
business unit.
Richard L. Gorman, 56......... Vice President (Marketing) since May 1991. Prior to joining the Company, he
served as Vice President of Marketing for Interim Systems Corporation, from
February 1988 to May 1991.
Kenneth Kilburn, 45........... Vice President (Business Integration) and Chief Administrative Officer since
January 1998. Before joining the Company, he was Director of PC Options
Manufacturing for Compaq Computer Corp. from July 1994 until January 1998. For
nearly 15 years prior thereto, he held various executive management positions in
purchasing and manufacturing operations with Digital Equipment Corp.
Robert W. Morgan, 39.......... Vice President (Human Resources) since September 1996. Prior to joining the
Company, he served as Vice President (Human Resources) for Office Depot from
March 1994 to September 1996. From March 1991 until March 1994, he served as Vice
President (Human Resources), Roses Stores, Inc.
Mark W. Smith, 36............. Vice President (Finance) since June 1997. Prior to joining the Company he served
as Group Director-- Financial Planning, Ryder Integrated Logistics, Inc. from
October 1996 to June 1997. Assistant Corporate Controller, Ryder System Inc. from
October 1993 to September 1996. He held other positions with Ryder System Inc.
from February 1990 to September 1993.
Janet Wahby, 44............... Vice President (Commercial Operations, Europe) since August 1998. Vice President
(Commercial Corporate Sales) from January 1995 to August 1998. Senior Director of
On-Premise Operations from 1994 to January 1995. Prior to joining the Company,
she served in several capacities including Regional Vice President and Regional
Manager at Norrell Corporation from 1987 to 1994.
ITEM 2. PROPERTIES
The executive offices of the Company are located at 2050 Spectrum Boulevard,
Fort Lauderdale, Florida 33309, in a 113,000 square-foot building owned by the
Company which was constructed in 1989,
15
and expanded in 1996. The Company also leases on a short-term basis
approximately 27,000 square feet in buildings within a mile of its executive
offices for operations associated with its corporate headquarters. The executive
office and nearby facilities are used primarily by the Company's North American
operating segment. All other offices of the Company and its subsidiaries in
North America, Europe and Australia/ Asia are operated in premises held
primarily under short-term leases providing fixed monthly rentals, usually with
renewal options. The Company has sub-let a portion of its executive offices to
its divested HealthCare business under the terms of a transitional service
agreement.
ITEM 3. LEGAL PROCEEDINGS
The Company, in the ordinary course of its business, is threatened with or
named as a defendant in various lawsuits. It is not possible to determine the
ultimate disposition of these matters; however, management is of the opinion
that the final resolution of any threatened or pending litigation is not likely
to have a material adverse effect on the financial position or results of
operations of the Company. The Company maintains insurance in such amounts and
with such coverages and deductibles as management believes are reasonable and
prudent. The principal risks that the Company insures against are workers'
compensation, personal injury, bodily injury, property damage, professional
malpractice, errors and omissions and fidelity losses.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the twelve months ended December 25, 1998.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The Common Stock is traded on The New York Stock Exchange under the symbol
"IS." High and low prices for the Common Stock by quarter appear in "Quarterly
Financial Data" on page 50. All price data has been restated for the 100% stock
dividend (treated as a stock split) paid on September 5, 1997 to stockholders of
record as of close of business August 18, 1997. On January 22, 1999, there were
approximately 1,977 holders of record of the Company's Common Stock.
The Company has not paid, and does not intend to pay, cash dividends in the
foreseeable future.
16
ITEM 6. SELECTED FINANCIAL DATA
FISCAL YEAR ENDED
(IN THOUSANDS, EXCEPT PER SHARE DATA AND OPERATING
INFORMATION)
----------------------------------------------------------
1998 1997 1996 1995 1994(1)
---------- ---------- ---------- ---------- ----------
Income Statement Data:
Revenues:
Commercial division..................................... $1,890,113 $1,418,667 $ 915,883 $ 657,005 $ 537,297
HealthCare (2).......................................... -- 189,589 231,268 207,242 167,399
---------- ---------- ---------- ---------- ----------
Total revenues........................................ 1,890,113 1,608,256 1,147,151 864,247 704,696
Expenses:
Cost of services........................................ 1,255,319 1,081,113 795,789 600,169 491,404
---------- ---------- ---------- ---------- ----------
Gross profit.......................................... 634,794 527,143 351,362 264,078 213,292
Selling, general and admin.............................. 432,281 363,152 243,652 177,105 137,859
Licensee commissions.................................... 50,791 45,091 39,500 37,295 33,796
---------- ---------- ---------- ---------- ----------
Results of operations................................. 151,722 118,900 68,210 49,678 41,637
Amortization of intangibles............................. 22,550 18,492 8,802 6,884 6,041
Interest expense........................................ 30,157 25,271 5,696 990 112
Interest income......................................... (6,338) (1,002) -- -- --
Gain on sale of HealthCare business (3)................. -- (5,300) -- -- --
Merger expense (4)...................................... -- -- 8,600 -- --
---------- ---------- ---------- ---------- ----------
Earnings before income taxes and extraordinary item... 105,353 81,439 45,112 41,804 35,484
Income taxes............................................ 46,776 38,928 22,097 18,071 16,028
---------- ---------- ---------- ---------- ----------
Earnings before extraordinary item.................... 58,577 42,511 23,015 23,733 19,456
Extraordinary item-early extinguishment of debt, net of
income taxes.......................................... 2,773 -- -- -- --
---------- ---------- ---------- ---------- ----------
Net earnings.......................................... $ 55,804 $ 42,511 $ 23,015 $ 23,733 $ 19,456
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Basic earnings per share (4)(5):........................
Earnings before extraordinary item...................... $ 1.32 $ 1.08 $ 0.71 $ 0.77 $ 0.64
Extraordinary item...................................... (0.06) -- -- -- --
---------- ---------- ---------- ---------- ----------
Net earnings............................................ $ 1.26 $ 1.08 $ 0.71 $ 0.77 $ 0.64
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Diluted earnings per share(4)(5):
Earnings before extraordinary item...................... $ 1.29 $ 1.05 $ 0.69 $ 0.76 $ 0.63
Extraordinary item...................................... (0.06) -- -- -- --
---------- ---------- ---------- ---------- ----------
Net earnings............................................ $ 1.23 $ 1.05 $ 0.69 $ 0.76 $ 0.63
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Earnings per share
(excl. merger expenses)(4):
Basic................................................. -- -- $ 0.94 -- --
Diluted............................................... -- -- 0.91 -- --
Weighted average shares(5):
Basic................................................. 44,237 39,305 32,450 30,804 30,386
Diluted............................................... 48,244 40,407 33,418 31,324 30,782
BALANCE SHEET DATA:
Total assets(6)......................................... $1,613,444 $1,091,734 $ 512,490 $ 424,489 $ 275,364
Long-term debt.......................................... 426,856 379,197 -- 60,000 --
Working capital......................................... 126,285 73,210 169,283 67,526 81,997
OPERATING INFORMATION:
Commercial offices (7).................................. 877 706 593 537 424
HealthCare offices (7).................................. -- -- 405 403 372
---------- ---------- ---------- ---------- ----------
877 706 998 940 796
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
(FOOTNOTES ON FOLLOWING PAGE)
17
- ------------------------------
(1) The 1994 fiscal year contained 53 weeks. All other years contained 52 weeks.
(2) Revenues for HealthCare are included through the date of disposition of
September 26, 1997.
(3) On September 26, 1997, the Company sold its HealthCare business. Amount
represents pre-tax gain on sale. Taxes on the gain were $5,272.
(4) On May 23, 1996, the Company completed a pooling with Brandon Systems, an IT
staffing company. Merger expense represents all fees and expenses related to
the merger, consolidation and restructuring of the combined companies.
(5) On August 7, 1997, the Company announced a two-for-one stock split in the
form of a 100% stock dividend to stockholders of records as of the close of
business on August 18, 1997, payable on September 5, 1997. The effect has
been reflected and applied on a retroactive basis.
(6) Certain reclassifications have been made to prior periods to conform to
current year presentation.
(7) At end of period.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
Interim is a leader in identifying, recruiting, assessing and deploying
talent for a wide variety of businesses, as well as in measuring human
performance. Through the Company's three operating segments, North America,
Europe and Australia/Asia, Interim provides four services. The Company's four
services consist of the following: (1) consulting--including outplacement,
executive coaching and technology consulting; (2) managed services--such as
temporary and permanent workforce management, which includes Interim On-Premise,
functional outsourcing and vendor management; (3) search/recruitment-- including
a temporary to permanent assignment, contingency recruiting, or an executive
retained search assignment; and (4) flexible staffing--temporary personnel from
secretaries to interim chief financial officers. The Company has historically
operated through two operating divisions, Commercial and HealthCare. HealthCare
was sold effective September 26, 1997 and its results of operations are included
in the accompanying consolidated income statement through the date of sale.
In 1998, the Company made two significant acquisitions, Computer Power and
Crone Corkill. The Computer Power acquisition expands both the Company's
technology consulting and flexible staffing internationally into Australia and
Southeast Asia. Crone Corkill expands the Company's flexible staffing and
placement of high-end secretarial and administrative personnel in the United
Kingdom. In 1997, the Company made two significant acquisitions, Aim and Michael
Page. The Aim acquisition broadened the Company's product offering to include
outplacement and career consulting services. The Michael Page acquisition
provided the Company with its initial launch into numerous international markets
and makes the Company one of the world leaders in accounting and finance
flexible staffing and search/ recruitment. The 58 offices of Michael Page are
located in the United Kingdom, Australia, France, Germany, Hong Kong, Italy, New
Zealand, Singapore, Spain, The Netherlands and the United States.
18
RESULTS OF OPERATIONS
The following table sets forth revenues and gross profit by service for the
periods indicated (in thousands):
YEAR ENDED
-------------------------------------------------------------------------------
DEC. 25, 1998 DEC. 26, 1997 DEC. 27, 1996
------------------------- ------------------------- -------------------------
% OF % OF % OF
TOTAL TOTAL TOTAL
EXCLUDING EXCLUDING EXCLUDING
HEALTHCARE HEALTHCARE HEALTHCARE
----------- ----------- -----------
REVENUES:
Consulting..................... $ 286,250 15.2% $ 192,262 13.6% $ 135,950 14.8%
Managed Services............... 316,170 16.7% 250,308 17.6% 173,347 18.9%
Search/Recruitment............. 257,507 13.6% 148,892 10.5% 15,129 1.7%
Flexible Staffing.............. 1,030,186 54.5% 827,205 58.3% 591,457 64.6%
------------ ----------- ------------ ----------- ------------ -----------
1,890,113 100.0% 1,418,667 100.0% 915,883 100.0%
----------- ----------- -----------
----------- ----------- -----------
HealthCare..................... -- 189,589 231,268
------------ ------------ ------------
Total $ 1,890,113 $ 1,608,256 $ 1,147,151
------------ ------------ ------------
------------ ------------ ------------
% OF % OF % OF
REVENUES REVENUES REVENUES
----------- ----------- -----------
GROSS PROFIT:
Consulting..................... $ 108,864 38.0% $ 66,460 34.6% $ 43,458 32.0%
Managed Services............... 65,747 20.8% 51,378 20.5% 34,631 20.0%
Search/Recruitment............. 196,044 76.1% 112,627 75.6% 11,463 75.8%
Flexible Staffing.............. 264,139 25.6% 220,140 26.6% 167,404 28.3%
------------ ----------- ------------ ----------- ------------ -----------
634,794 33.6% 450,605 31.8% 256,956 28.1%
HealthCare..................... -- N/A 76,538 40.4% 94,406 40.8%
------------ ----------- ------------ ----------- ------------ -----------
Total $ 634,794 33.6% $ 527,143 32.8% $ 351,362 30.6%
------------ ----------- ------------ ----------- ------------ -----------
------------ ----------- ------------ ----------- ------------ -----------
FISCAL 1998 COMPARED WITH 1997
REVENUES. Revenues in 1998 increased 17.5% to $1.9 billion from $1.6
billion in 1997. Excluding revenues from HealthCare, which was sold at the end
of the third quarter 1997, 1998 revenues increased 33.2% from $1.4 billion. The
following comparisons exclude HealthCare. Consulting revenues increased 48.9%
reflecting strong internal growth primarily in IT; the acquisition of Aim in
March 1997, combined with its continued organic growth in outplacement and
executive coaching subsequent to the acquisition; and several smaller
acquisitions in outplacement in the first and third quarters of 1998. Managed
services revenues increased 26.3% reflecting the continued expansion of the
Interim On-Premise program and an increase in technology help-desk contracts.
Search/recruitment revenues increased 72.9% due to the acquisitions of Michael
Page in April 1997 and Aim in March 1997, combined with their continued organic
growth subsequent to the acquisitions; and several smaller accounting
acquisitions in the first and third quarters of 1998. Flexible staffing revenues
increased 24.5% reflecting the acquisitions of Crone Corkill in the United
Kingdom in March 1998, AGO in The Netherlands in July 1998, and Michael Page in
April 1997. Each of these acquired businesses showed strong organic growth
subsequent to acquisition. North American administrative and light industrial
flexible staffing grew at a slower rate than in the prior year.
GROSS PROFIT. Gross profit in 1998 increased 20.4% to $634.8 million from
$527.1 million in the prior year. Gross profit margin was 33.6% compared with
32.8% in fiscal 1997. Excluding HealthCare, gross profit margin was 31.8% last
year. Higher margins, excluding HealthCare, were principally due to an
19
increase in the amount of consulting and search/recruitment revenues as a
percentage of total revenues. Consulting and search/recruitment revenues
generate higher gross profit margins than flexible staffing. Excluding
HealthCare, consulting and search/recruitment revenue represented 28.8% of 1998
total revenue compared with 24.1% of total revenue in 1997. Higher pricing in IT
also contributed to the increase in the gross profit margin in 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 19.0% to $432.3 million from $363.2 million in
the prior year period. Selling, general and administrative expenses as a
percentage of revenues were 22.9% compared with 22.6% a year ago due to the
increase in consulting and search/recruitment as a percentage of total revenues
in 1998. These higher gross margin businesses have higher operating expenses
than flexible staffing and managed services.
LICENSEE COMMISSIONS. Licensee commissions increased 12.6% to $50.8 million
from $45.1 million in the prior year period and is consistent with the growth in
licensee revenues. Licensee commissions as a percentage of the related licensee
revenues remained constant at 17.0%.
AMORTIZATION OF INTANGIBLES. Amortization expense increased 21.9% to $22.6
million from $18.5 million in the prior year period reflecting the increase in
intangible assets arising from acquisitions.
INTEREST EXPENSE. Interest expense increased 19.3% to $30.2 million from
$25.3 million last year. This increase primarily resulted from increased
borrowings for acquisitions, which began in the second quarter of 1997. The
Company had average borrowings outstanding during 1998 of $452.5 million at an
average rate of interest, including the effects of interest rate swaps, of 6.5%
compared with $361.2 million outstanding during 1997 at an average rate of
interest of 6.9%.
INTEREST INCOME. Interest income increased to $6.3 million from $1.0
million last year, primarily due to the investment of proceeds from the
Company's common stock and notes offerings in May 1998.
GAIN ON SALE OF HEALTHCARE BUSINESS. The gain on sale of HealthCare of $5.3
million in 1997 resulted from the divestiture of the Company's HealthCare
business in the third quarter of 1997. The Company consummated the sale of the
remaining portion of HealthCare, Interim HealthCare of New York, Inc. in October
1998, which did not have a material impact on results of operations in 1998.
TAXES ON EARNINGS. The effective tax rate for 1998 was 44.4% compared with
47.8% in 1997. The 1997 effective rate includes an approximate 100% effective
rate on the $5.3 million HealthCare sale gain due to a lower tax basis than book
basis in this business. Excluding the impact of the HealthCare gain, the
effective rate in 1997 was 44.2%.
EXTRAORDINARY ITEM. In June 1998, the Company prepaid its U.S. dollar
denominated term loan with a portion of the net proceeds from its common stock
and notes offerings, and recognized an extraordinary charge for early
extinguishment of debt of $2.8 million (net of income taxes) including costs
associated with the termination of the related interest rate swap agreements.
NET EARNINGS. Net earnings before the extraordinary loss on debt
extinguishment increased 37.8% to $58.6 million ($1.29 per diluted share) from
$42.5 million ($1.05 per diluted share) in the prior year period. This
represents a 22.9% increase in per share earnings before extraordinary item. The
weighted average number of shares (as adjusted for the dilutive impact of common
stock equivalents) increased to 48.2 million from 40.4 million in the prior
year, primarily due to the issuance of 7.0 million shares of common stock and
$207.0 million of convertible subordinated debt in the second quarter.
FISCAL 1997 COMPARED WITH 1996
REVENUES. Revenues in 1997 increased 40.2% to $1.6 billion from $1.1
billion in the prior year. Excluding revenues from the HealthCare Business, 1997
revenues increased 54.9% from $915.9 million.
20
The following comparisons exclude HealthCare. Consulting revenues increased
41.4% reflecting strong internal growth in IT and the acquisition of Aim in
March 1997. Managed services increased 44.4% reflecting the continued expansion
of the Interim On-Premise program and an increase in technology help-desk
contracts. Search/recruitment increased to $148.9 million in 1997 from $15.1
million in the prior year primarily due to the acquisitions of Michael Page in
April 1997 and Aim in March 1997. Flexible staffing revenues increased 39.9%
reflecting an acquisition in The Netherlands in November 1996 and Michael Page
in April 1997; and strong organic growth in North American administrative and
light industrial flexible staffing.
GROSS PROFIT. Gross profit in 1997 increased 50.0% to $527.1 million from
$351.4 million in the prior year. Gross profit margin was 32.8% compared with
30.6% in fiscal 1996. Excluding HealthCare, gross profit margin was 31.8%
compared with 28.1% in fiscal 1996. Higher margins were principally due to an
increase in the amount of consulting and search/recruitment revenues as a
percentage of total revenues due to the acquisitions of Michael Page and Aim in
1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 49.0% to $363.2 million from $243.7 million in
the prior year period. Selling, general and administrative expenses as a
percentage of revenues were 22.6% compared with 21.2% in 1996 due to the
increase in consulting and search/recruitment as a percentage of total revenues
in 1997. These higher gross margin businesses have higher operating expenses
than flexible staffing, consulting, managed services.
LICENSEE COMMISSIONS. Licensee commissions increased 14.2% to $45.1 million
from $39.5 million in the prior year period and is consistent with the growth in
licensee revenues. Licensee commissions as a percentage of the related licensee
revenues approximated 17.0% in both 1997 and 1996.
AMORTIZATION OF INTANGIBLES. Amortization expense increased 110.1% to $18.5
million from $8.8 million in the prior year period reflecting the increase in
intangible assets arising from acquisitions, primarily Michael Page.
INTEREST EXPENSE. Interest expense increased 343.7% to $25.3 million from
$5.7 million in 1996. This resulted from increased borrowings for acquisitions,
primarily Michael Page. The Company had average borrowings outstanding during
1997 of $361.2 million and accrued an average interest rate of 6.9% compared
with average borrowings of $102.2 million outstanding during 1996 and an average
effective interest rate of 6.2%.
INTEREST INCOME. Interest income increased to $1.0 million in 1997,
primarily due to the investment of cash.
GAIN ON SALE OF HEALTHCARE BUSINESS. The gain on sale of HealthCare
Business of $5.3 million in 1997 resulted from the divestiture of the Company's
HealthCare Business in the third quarter of 1997.
TAXES ON EARNINGS. The effective tax rate for 1997 was 47.8% compared with
49.0% in 1996. The 1997 effective rate includes an approximate 100% effective
rate on the $5.3 million HealthCare sale gain due to a lower tax basis than book
basis in this business. The high rate in 1996 resulted from a large portion of
the 1996 merger expense being nondeductible. The effective tax rates excluding
these two unusual items were 44.2% and 43.0% for the years ended December 26,
1997 and December 27, 1996, respectively. The increase in the effective rate,
excluding unusual items, resulted from higher levels of non-deductible goodwill
in 1997.
21
NET EARNINGS. Net earnings excluding merger expenses increased 39.1% to
$42.5 million ($1.05 per diluted share) from $30.6 million ($0.91 per diluted
share) in the prior year period. This represents a 15.4% increase in per share
earnings. Including merger expenses, net earnings increased 84.7% to $42.5
million ($1.05 per diluted share) from $23.0 million ($0.69 per diluted share)
in the prior year period. The weighted average number of shares used in the per
share calculation (as adjusted for the dilutive impact of common stock
equivalents) increased to 40.4 million from 33.4 million in the prior year
period, primarily due to the additional shares issued as a result of the public
offering on October 17, 1996.
OPERATING SEGMENTS
Interim currently operates in three operating segments: North America,
Europe and Australia/Asia. In 1997 and 1996, the Company's operating segments
also included HealthCare. See Operations Overview and notes to the consolidated
financial statements included herein for further discussion and financial
information regarding these operating segments.
22
Information on operating segments and a reconciliation to earnings before
income taxes and extraordinary item for the years ended December 25, 1998,
December 26, 1997 and December 27, 1996 are as follows (in thousands):
YEAR ENDED
-------------------------------------------------------------------------------
DEC. 25, 1998 DEC. 26, 1997 DEC. 27, 1996
------------------------- ------------------------- -------------------------
% OF % OF % OF
TOTAL TOTAL TOTAL
----------- ----------- -----------
REVENUES:
North America........................ $ 1,382,383 73.1% $ 1,159,089 72.1% $ 905,611 78.9%
Europe............................... 455,845 24.1% 223,345 13.9% 10,272 0.9%
Australia/Asia....................... 51,885 2.8% 36,233 2.2% -- --
------------ ----------- ------------ ----------- ------------ -----------
1,890,113 100.0% 1,418,667 88.2% 915,883 79.8%
HealthCare........................... -- -- 189,589 11.8% 231,268 20.2%
------------ ----------- ------------ ----------- ------------ -----------
$ 1,890,113 100.0% $ 1,608,256 100.0% $ 1,147,151 100.0%
------------ ----------- ------------ ----------- ------------ -----------
------------ ----------- ------------ ----------- ------------ -----------
% OF % OF % OF
REVENUES REVENUES REVENUES
----------- ----------- -----------
GROSS PROFIT:
North America........................ $ 405,027 29.3% $ 326,416 28.2% $ 254,222 28.1%
Europe............................... 207,420 45.5% 107,514 48.1% 2,734 26.6%
Australia/Asia....................... 22,347 43.1% 16,674 46.0% -- --
------------ ----------- ------------ ----------- ------------ -----------
634,794 33.6% 450,604 31.8% 256,956 28.1%
HealthCare........................... -- -- 76,539 40.4% 94,406 40.8%
------------ ----------- ------------ ----------- ------------ -----------
$ 634,794 33.6% $ 527,143 32.8% $ 351,362 30.6%
------------ ----------- ------------ ----------- ------------ -----------
------------ ----------- ------------ ----------- ------------ -----------
% OF % OF % OF
REVENUES REVENUES REVENUES
----------- ----------- -----------
SEGMENT CONTRIBUTION:
North America........................ $ 111,908 8.1% $ 91,293 7.9% $ 72,674 8.0%
Europe............................... 63,765 14.0% 35,057 15.7% 746 7.3%
Australia/Asia....................... 4,651 9.0% 4,533 12.5% -- --
------------ ----------- ------------ ----------- ------------ -----------
180,324 9.5% 130,883 9.2% 73,420 8.0%
Healthcare........................... -- -- 16,340 8.6% 22,425 9.7%
------------ ----------- ------------ ----------- ------------ -----------
180,324 9.5% 147,223 9.2% 95,845 8.4%
----------- ----------- -----------
Central Costs........................ 51,152 46,815 36,437
Gain on sale of HealthCare........... -- (5,300) --
Merger expense....................... -- -- 8,600
Interest, net........................ 23,819 24,269 5,696
------------ ------------ ------------
Earnings before income taxes and
extraordinary item................. $ 105,353 $ 81,439 $ 45,112
------------ ------------ ------------
------------ ------------ ------------
NORTH AMERICA. North American revenues, which represented 73.1% of total
revenues in 1998, increased 19.3% to $1.4 billion from $1.2 billion in the prior
year. 1998 gross profit in North America increased 24.1% over 1997 and the gross
profit margin increased to 29.3% from 28.2% in the prior year. Segment
contribution (income before central costs, interest and income taxes) increased
22.6% over 1997. Higher revenues in 1998 compared with 1997 resulted from strong
organic growth rates in most service offerings with particularly strong growth
in technology related consulting. Several acquisitions, including Aim in March
1997 and other acquisitions made throughout 1998 in outplacement and executive
coaching, also contributed to revenue growth. Both gross profit margin and
segment contribution rates expanded in
23
1998 compared with 1997 due to higher pricing from Technology Consulting and an
increase in consulting and search/recruitment revenues as a percentage of total
revenues.
North American revenues, which represented 72.1% of total revenues in 1997,
increased 28.0% to $1.2 billion from $905.6 million in 1996. Gross profit in
North America increased 28.4% over 1996 and the gross profit margin increased to
28.2% in 1997 from 28.1% in the prior year. Segment contribution in 1997
increased 25.6% over 1996. Higher revenues in 1997 compared with 1996 resulted
from strong organic growth rates in most service offerings with particularly
strong growth in both technology related consulting and managed services
including the continued expansion of the On-Premise program. The Aim acquisition
in March 1997 also contributed to revenue growth. Lower segment contribution
rates resulted primarily from higher costs associated with self insured losses
and increased amortization.
EUROPE. European revenues, which represented 24.1% of total revenues in
1998, increased 104.1% to $455.8 million from $223.3 million in the prior year.
1998 gross profit in Europe increased 92.9% over 1997 and the gross profit
margin decreased to 45.5% from 48.1% in the prior year. Segment contribution
increased 81.9% over 1997. Factors contributing to the increase in revenues,
gross profit and segment contribution include the acquisitions of Crone Corkill
in March 1998, AGO in July 1998 and Michael Page in April 1997, combined with
Michael Page's continued organic growth subsequent to the acquisition. The
decrease in European gross profit margin is primarily due to increased flexible
staffing revenues as a percentage of total revenues. Flexible staffing gross
profit margins are lower than search/recruitment. The decline in gross profit
margin was partially offset by an increase in technology related consulting
revenues. The decrease in segment contribution as a percentage of revenues from
15.7% in 1997 to 14.0% in 1998 resulted primarily from lower gross profit
margin.
European revenues represented 13.9% of total revenues in 1997 and increased
to $223.3 million from $10.3 million in 1996. Gross profit in Europe increased
to $107.5 million from $2.7 million in 1996 and the gross profit margin
increased to 48.1% in 1997 from 26.6% in the prior year. Segment contribution in
1997 increased to $35.1 million from $0.7 million in 1996. Factors contributing
to the increase in revenues, gross profit and segment contribution include the
acquisition of Michael Page in April 1997, combined with Michael Page's
continued organic growth subsequent to the acquisition.
AUSTRALIA/ASIA. Australian/Asian revenues, which represented 2.8% of total
revenues in 1998, increased 43.2% to $51.9 million. 1998 gross profit in
Australia/Asia increased 34.0% over 1997 and the gross profit margin decreased
to 43.1% from 46.0% in the prior year. Segment contribution increased slightly
over 1997. The increase in revenues, gross profit and segment contribution was
due to the acquisition of Michael Page in April 1997, combined with its
continued organic growth subsequent to the acquisition. The December 1998
acquisition of Australia-based Computer Power had no impact on 1998 results. The
decrease in Australian/Asian gross profit margin and segment contribution margin
is primarily due to the disproportionate increase in flexible staffing revenues
compared with search/recruitment revenues.
Australian/Asian revenues in 1997 represented 2.2% of total revenues. The
Company did not have any operations in the Australian/Asian market in 1996.
HEALTHCARE. HealthCare revenues, which represented 11.8% of total revenues
in 1997, decreased 18.0% to $189.6 million from 1996 due to the sale of
HealthCare at the end of the third quarter in 1997. Gross profit and segment
contribution in HealthCare decreased 18.9% and 27.1%, respectively, over 1996.
24
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
Historically, the Company has financed its operations through cash generated
by operating activities and bank lines of credit. The Company's principal uses
of cash are funding acquisitions, capital expenditures, working capital needs
and repayment of debt. The nature of the Company's business requires payment of
wages to its flexible staff and consultants on a weekly or bi-weekly basis,
while payments from clients are generally received 30-60 days after billing. The
Company believes that its internally generated funds and lines of credit are
sufficient to support operating activities during the next 12 months.
In May 1998, the Company completed an offering of 7.0 million shares of its
Common Stock (the "Common Stock Offering"), resulting in proceeds to the Company
of approximately $197.0 million net of issuance costs and offering expenses.
Concurrently with the Common Stock Offering, the Company completed an offering
of $207.0 million of 4 1/2% Convertible Subordinated Notes due 2005 (the "Notes
Offering"), resulting in proceeds to the Company of approximately $201.3 million
net of issuance costs and offering expenses. A portion of the proceeds from the
Common Stock and Notes Offerings was used to repay borrowings under the
Company's existing credit facilities and for recent acquisitions. The balance of
the proceeds will be used for general corporate purposes, including strategic
acquisitions.
Cash provided by operating activities in 1998 was $69.2 million compared
with cash provided in 1997 of $57.8 million and cash used in 1996 of $6.1
million. Higher operating cash flow in 1998 resulted from increased earnings,
higher amortization and depreciation, a larger increase in other assets in 1997
associated with a long-term receivable related to a new major customer contract
and the 1997 gain on the sale of HealthCare. The increase in 1998 operating cash
flow was partially offset by less cash provided by changes in working capital in
1998 compared with 1997. Higher cash flow from working capital changes in 1997
was primarily due to the timing of the Company's fiscal year end in 1997,
increases in interest payable and the timing of advertising and sub-contracted
vendor payments at the end of 1997. Higher operating cash flow in 1997 compared
with cash used in 1996 resulted from increased earnings, amortization and
depreciation, combined with an increase in accounts payable and accrued
liabilities. Operating cash flow in 1996 was also impacted by higher receivable
levels due to increases in days sales outstanding and $7.6 million (after-tax)
of merger expenses paid.
Investing activities used $158.3 million in 1998 primarily due to
acquisitions in the areas of outplacement and career consulting, technology
consulting, accounting search/recruitment and flexible staffing and European
flexible staffing. Investing activities in 1998 included $37.5 million of
capital expenditures primarily for new computer hardware and software to upgrade
and expand the Company's information technology capabilities and new office
related expenditures. Investing activities used $474.7 million in 1997 primarily
for the acquisitions of Michael Page and Aim and capital expenditures of $24.9
million for the expansion of the Company's headquarters and branch locations and
for furniture and fixtures for new offices. Investing activities in 1997 were
partially offset by the proceeds from the sale of the HealthCare business.
Investing activities used $29.3 million in 1996 which included $33.0 million of
capital expenditures for the expansion of the Company's headquarters and to
upgrade many of its information technology systems. Management expects
expenditures in 1999 to approximate 1998 levels.
Cash provided by financing activities was $226.8 million, $413.5 million and
$50.3 million in 1998, 1997 and 1996, respectively. Cash provided by financing
activities in 1998 primarily reflects proceeds from the Common Stock and Notes
Offerings, offset by repayment of borrowings under the Company's existing credit
facilities. In 1997, cash provided by financing activities resulted from
borrowings under a multi-currency credit facility primarily for the acquisition
of Michael Page. Cash provided by financing activities in 1996 primarily
reflects proceeds from the October 1996 common stock offering, offset by the
repayment of borrowings under the Company's credit facilities.
25
The Company intends to continue to make strategic acquisitions to grow its
business. Funding for these acquisitions will come from: i) internally generated
funds; ii) borrowings on the Company's credit facility; and iii) raising
additional capital.
FINANCING
The Company has a $359.2 million multi-currency syndicated credit agreement
entered into as of May 1, 1997 and amended thereafter ("Credit Facility").
Outstanding borrowings at December 25, 1998 subject to this Credit Facility were
a $214.1 million revolving loan and $14.3 million in loan notes to prior
shareholders of Michael Page. The revolving loans and loan notes are denominated
in British pound sterling. Borrowings under this Credit Facility are unsecured.
The Credit Facility is available to fund the Company's acquisitions, to supply
working capital and to provide for general corporate needs. Interest rates on
amounts outstanding under the Credit Facility are based on LIBOR plus a variable
margin. The Credit Facility contains customary covenants, which include
restrictions on the payment of cash dividends, as well as the maintenance of
certain financial ratios including minimum net worth, restrictions on the
incurrence of liens and additional indebtedness. In addition, the Company has
established short-term, unsecured lines of credit with certain banks. Interest
rates on these lines of credit are based on LIBOR and are available to fund the
Company's short-term capital requirements. There was approximately $132.6
million available for future borrowings under these agreements at December 25,
1998.
In May 1998, the Company also issued $207.0 million of 4 1/2% Convertible
Subordinated Notes due June 1, 2005. See notes to the consolidated financial
statements for discussion of these notes.
YEAR 2000 COMPLIANCE
As discussed in the Company's 1997 Annual Report on Form 10-K, the Company
determined it will be required to upgrade certain application systems to ensure
operability after the year 1999. To ensure that the Company's computer systems
are Year 2000 compliant, the Company continues to utilize internal and external
resources for testing and project management of the Year 2000 modifications
("Year 2000 project" or "project"). The Company anticipates completion of the
Year 2000 project in mid 1999, which is based upon expected vendor upgrades to
compliant versions of software.
The Company has implemented a five-step process to address Year 2000 issues,
consisting of awareness, assessment, renovation, validation and implementation.
This uniform process is being used across the entire Company, including new
acquisitions, to ensure consistent results throughout the project. A majority of
the Company's applications are either implemented or in the late phases of
implementation, and some of the Company's applications are in the validation
stage. The most critical business system, the Company's largest payroll and
billing system, has been validated and implemented.
The Company is in the process of contacting vendors and others on whom it
relies to assure that their systems will be converted in a timely fashion. Based
on current information received, the Company does not foresee any material
potential risk with its significant vendors and business partners. However,
there can be no assurance that the systems of other companies on which the
Company's systems rely will be converted timely, or that a failure to convert by
another company would not have a material adverse effect on the Company.
The Company estimates that the total cost of the project will be
approximately $750,000, which includes both personnel costs related to project
management, programming and hardware and software upgrades. Of this total,
approximately $450,000 has been incurred as of December 25, 1998. The cost of
the project and the estimated completion dates are based on management's best
estimates, which were derived utilizing assumptions of future events, including
the continued availability of certain resources, third-party modification plans
and other factors. There can be no assurance that these estimates will prove
accurate, and actual results could differ from those estimated if these
assumptions prove inaccurate. Based upon progress to date, the Company believes
that it is unlikely that the foregoing factors will cause actual results
26
to differ significantly from those estimated. However, for those systems in the
pre-implementation phases, no assurance can be given that those systems will be
Year 2000 compliant, or that the ultimate costs required to address the Year
2000 issue or the impact of any failure to achieve substantial Year 2000
compliance will not have a material adverse effect on the Company's financial
condition. If certain systems or systems of other companies on which the Company
relies fail to be converted timely, the Company will develop a contingency plan
in early 1999.
INFLATION
The effects of inflation on the Company's operations were not significant
during the periods presented in the financial statements.
IMPACT OF THE EURO
The Euro was introduced on January 1, 1999, at which time the eleven
irrevocable participating European Monetary Union (EMU) member countries
established fixed conversion rates between their existing currencies (legacy
currencies) and the Euro. The legacy currencies will continue to be used as
legal tender through January 1, 2002. The Company has initiated an internal
analysis regarding the business and systems issues related to the Euro
conversion and has begun a comprehensive action plan to ensure that all
necessary modifications are made on a timely basis. The costs of addressing the
Euro conversion are not expected to be material. Depending upon the type of
cost, the amount will be charged to operations as incurred or capitalized as
software consistent with the Company's policies. The Company believes that the
conversion to the Euro will not have a significant impact on the marketing
strategy for the Company's international operations. The Company has studied the
implications of the overall Euro conversion and does not expect it to have a
material impact on the Company's financial condition or results of operations
upon adoption.
SEASONALITY AND CYCLICALITY OF BUSINESS
The Company's businesses are not seasonal in nature. However, the staffing
industry has historically been considered to be cyclical, often acting as a
coincidental indicator of both economic downswings and upswings. The Company
believes that the balance between the Company's service lines may help reduce
the impact of cyclicality. The growth of Aim, which specializes in outplacement,
is also expected to mitigate the impact of cyclicality as outplacement growth
rates amplify during a slower economy, offsetting other services which may be
fairly sensitive to economic declines. As a result of general shifting of
employment patterns, the Company believes it may become less cyclical. No single
customer accounts for more than 2% of the Company's revenues.
OTHER
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (the "Statement" or "SFAS No. 133"). The Statement
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at its fair value. The Statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting. SFAS No. 133 is effective for fiscal years beginning after
June 15, 1999 and cannot be applied retroactively. The Company has not yet
quantified the impacts of adopting SFAS No. 133 on its financial statements and
has not determined the timing of or method of adoption of the Statement.
27
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of December 25, 1998, the Company maintains a portion of its cash and
cash equivalents in financial instruments with original maturities of three
months or less. These financial instruments are subject to interest rate risk
and will decline in value if interest rates increase. Due to the short duration
of these financial instruments, an immediate increase of 1% in interest rates
would not have a material effect on the Company's financial condition.
The Company's outstanding debt under the revolving Credit Facility and other
borrowings excluding the convertible subordinated notes at December 25, 1998
were $241.8 million. Interest rates on these borrowings are based on LIBOR plus
a variable margin. Based on the outstanding balance, a change of 1% in the
interest rate would cause a change in interest expense of approximately $2.4
million on an annual basis not considering the offset of the interest rate swap
discussed below.
The Company utilizes interest rate swap agreements to reduce the impact on
interest expense of fluctuating interest rates on its variable rate debt. The
Company had a variable to variable interest rate swap agreement outstanding as
of December 25, 1998 with the notional amount of $125.5 million which
effectively converts interest from a British LIBOR basis to a broader index and
caps the Company's exposure to upward movement in rates at 8.5%. This agreement
expires in 2002. The fair value of the outstanding interest rate swap as of
December 25, 1998 was $4.1 million.
In May 1998, the Company issued $207.0 million of 4 1/2% Convertible
Subordinated Notes due June 2005. The fair value of the Company's fixed rate
convertible subordinated debt as of December 25, 1998 was $175.6 million
compared with the related carrying value of $207.0 million.
The purpose of the Company's foreign exchange hedging activities is to
mitigate the impact of changes in foreign currency exchange rates. The Company
attempts to hedge transaction exposures through natural offsets. To the extent
this is not practicable, exposure areas which are considered for hedging include
foreign currency denominated receivables and payables, intercompany loans, firm
committed transactions and dividends related to foreign subsidiaries. The
Company uses financial instruments, principally forward exchange contracts, in
its management of foreign currency exposures. The Company does not enter into
forward contracts for trading purposes. At December 25, 1998 the Company had
outstanding foreign currency forward contracts to purchase Australian dollars in
the notional amount of $96.1 million. The cost to terminate foreign currency
forward contracts as of December 25, 1998 was $2.5 million. The Company
purchased the Australian dollars pursuant to their contract subsequent to
year-end in order to complete the purchase of Computer Power.
Part I and Part II, Items 7 (Management's Discussion and Analysis of
Financial Condition and Results of Operations) and 7A (Quantitative and
Qualitative Disclosures about Market Risk) of this Annual Report on Form 10-K
contain forward-looking statements, including statements regarding, among other
matters: (i) the Company's plans, intentions and expectations with respect to
its future prospects, including its business and growth strategies; (ii)
industry trends and competitive conditions; (iii) expected capital expenditures
to be made in the future; (iv) the Company's plans, beliefs and expectations
with respect to changes which have been or will be made to its computerized
management information systems to address Year 2000 issues; (v) resolution of
pending litigation without material adverse effect on the Company; (vi) the
Company's expectations about the transition to the Euro; and (vii) the Company's
quantitative and qualitative estimates as to market risk. This notice is
intended to take advantage of the "safe harbor" provided by the Private
Securities Litigation Reform Act of 1995 with respect to such forward-looking
statements. These forward-looking statements involve a number of risks and
uncertainties. Among others, factors that could cause actual results to differ
materially from the Company's beliefs or expectations are the following:
industry trends and trends in the general economy; competitive factors in the
markets in which the Company operates; changes in regulatory requirements which
are applicable to the Company's business; and other factors referenced herein or
from time to time in the Company's Securities and Exchange Commission reports.
28
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
of Interim Services Inc.
Fort Lauderdale, Florida
We have audited the accompanying consolidated balance sheets of Interim
Services Inc. and subsidiaries as of December 25, 1998 and December 26, 1997,
and the related consolidated statements of earnings, stockholders' equity and
cash flows for each of the three years in the period ended December 25, 1998.
Our audits also included the financial statement schedule listed in the Index at
Item 14. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Interim Services Inc. and
subsidiaries as of December 25, 1998 and December 26, 1997, and the results of
their operations and their cash flows for each of the three years in the period
ended December 25, 1998 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
/s/ DELOITTE & TOUCHE LLP
Fort Lauderdale, Florida
February 4, 1999
29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DEC. 25, DEC. 26, DEC. 27,
1998 1997 1996
------------ ------------ ------------
Revenues................................................................ $ 1,890,113 $ 1,608,256 $ 1,147,151
Cost of services........................................................ 1,255,319 1,081,113 795,789
------------ ------------ ------------
Gross profit............................................................ 634,794 527,143 351,362
------------ ------------ ------------
Selling, general and administrative expenses............................ 432,281 363,152 243,652
Licensee commissions.................................................... 50,791 45,091 39,500
Amortization of intangibles............................................. 22,550 18,492 8,802
Interest expense........................................................ 30,157 25,271 5,696
Interest income......................................................... (6,338) (1,002) --
Gain on sale of HealthCare business..................................... -- (5,300) --
Merger expense.......................................................... -- -- 8,600
------------ ------------ ------------
529,441 445,704 306,250
------------ ------------ ------------
Earnings before income taxes and extraordinary item................... 105,353 81,439 45,112
Income taxes............................................................ 46,776 38,928 22,097
------------ ------------ ------------
Earnings before extraordinary item...................................... 58,577 42,511 23,015
Extraordinary item -- early extinguishment of debt, net of income
taxes................................................................. 2,773 -- --
------------ ------------ ------------
Net earnings............................................................ $ 55,804 $ 42,511 $ 23,015
------------ ------------ ------------
------------ ------------ ------------
Basic earnings per share:
Earnings before extraordinary item...................................... $ 1.32 $ 1.08 $ 0.71
Extraordinary item...................................................... (0.06) -- --
------------ ------------ ------------
Net earnings............................................................ $ 1.26 $ 1.08 $ 0.71
------------ ------------ ------------
------------ ------------ ------------
Diluted earnings per share:
Earnings before extraordinary item...................................... $ 1.29 $ 1.05 $ 0.69
Extraordinary item...................................................... (0.06) -- --
------------ ------------ ------------
Net earnings............................................................ $ 1.23 $ 1.05 $ 0.69
------------ ------------ ------------
------------ ------------ ------------
Basic weighted average shares outstanding............................... 44,237 39,305 32,450
------------ ------------ ------------
------------ ------------ ------------
Diluted weighted average shares outstanding............................. 48,244 40,407 33,418
------------ ------------ ------------
------------ ------------ ------------
See notes to Consolidated Financial Statements.
30
INTERIM SERVICES INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
DEC. 25, DEC. 26,
1998 1997
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents........................................................... $ 153,314 $ 15,570
Receivables, less allowance for doubtful accounts of $8,937 and $5,229.............. 327,296 238,834
Insurance deposits.................................................................. 22,140 23,974
Other current assets................................................................ 42,024 29,723
------------ ------------
Total current assets.......................................................... 544,774 308,101
Goodwill, net....................................................................... 705,837 475,656
Tradenames and other intangibles, net............................................... 213,357 219,472
Property and equipment, net......................................................... 90,622 65,475
Other assets........................................................................ 58,854 23,030
------------ ------------
$ 1,613,444 $ 1,091,734
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt................................................... $ 21,943 $ 33,827
Due to Computer Power shareholders.................................................. 111,008 --
Accounts payable and other accrued expenses......................................... 101,469 67,066
Accrued salaries, wages and payroll taxes........................................... 125,890 83,401
Accrued self-insurance losses....................................................... 34,947 29,744
Accrued income taxes................................................................ 23,232 20,853
------------ ------------
Total current liabilities..................................................... 418,489 234,891
Long-term debt........................................................................ 426,856 379,197
Other long-term liabilities........................................................... 30,159 4,054
Commitments and contingencies
Stockholders' Equity:
Preferred stock, par value $.01 per share; authorized 2,500,000 shares; none issued
or outstanding.................................................................... -- --
Common stock, par value $.01 per share; authorized 100,000,000 shares; issued and
outstanding 47,335,654 and 39,745,761 shares...................................... 473 397
Additional paid-in capital.......................................................... 468,032 260,067
Retained earnings................................................................... 262,265 206,461
Accumulated other comprehensive income.............................................. 7,170 6,667
------------ ------------
Total stockholders' equity............................................................ 737,940 473,592
------------ ------------
$ 1,613,444 $ 1,091,734
------------ ------------
------------ ------------
See notes to Consolidated Financial Statements.
31
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
ACCUMULATED
ADDITIONAL OTHER
COMMON PAID IN TREASURY RETAINED COMPREHENSIVE
STOCK CAPITAL STOCK EARNINGS INCOME TOTAL
----------- ----------- ----------- --------- --------------- ---------
Balance as of December 29, 1995..................... $ 308 $ 84,967 $ -- $ 141,308 $ (294) $ 226,289
---------
Comprehensive income:
Net earnings...................................... -- -- -- 23,015 -- 23,015
Other comprehensive income, net of tax:
Unrealized loss on marketable securities........ -- -- -- -- (26)(a) (26)
Foreign currency translation adjustments........ -- -- -- -- 110(b) 110
---------
Comprehensive income.............................. 23,099
---------
Transactions of pooled company...................... -- 271 -- (373) -- (102)
Proceeds from exercise of employee stock options.... 2 3,116 -- -- -- 3,118
Sale of 7,900,000 shares of common stock in a public
offering, net...................................... 80 162,595 -- -- -- 162,675
Repurchase of 26,356 shares......................... -- -- (460) -- -- (460)
Other............................................... -- 92 -- -- -- 92
----- ----------- ----- --------- ------ ---------
Balance as of December 27, 1996..................... 390 251,041 (460) 163,950 (210) 414,711
---------
Comprehensive income:
Net earnings...................................... -- -- -- 42,511 -- 42,511
Other comprehensive income, net of tax:
Foreign currency translation adjustments........ -- -- -- -- 6,877(c) 6,877
---------
Comprehensive income.............................. 49,388
---------
Proceeds from exercise of employee stock options,
including tax benefit.............................. 7 8,744 460 -- -- 9,211
Common stock issued under Employee Stock Purchase
Plan............................................... -- 177 -- -- -- 177
Other............................................... -- 105 -- -- -- 105
----- ----------- ----- --------- ------ ---------
Balance as of December 26, 1997..................... 397 260,067 -- 206,461 6,667 473,592
---------
Comprehensive income:
Net earnings...................................... -- -- -- 55,804 -- 55,804
Other comprehensive income, net of tax:
Foreign currency translation adjustments........ -- -- -- -- 503(d) 503
---------
Comprehensive income.............................. 56,307
---------
Proceeds from exercise of employee stock options,
including tax benefit.............................. 5 8,966 -- -- -- 8,971
Sale of 7,000,000 shares of common stock in a public
offering, net...................................... 70 196,945 -- -- -- 197,015
Common stock issued under Employee Stock Purchase
Plan............................................... 1 2,054 -- -- -- 2,055
----- ----------- ----- --------- ------ ---------
Balance as of December 25, 1998..................... $ 473 $ 468,032 $ -- $ 262,265 $ 7,170 $ 737,940
----- ----------- ----- --------- ------ ---------
----- ----------- ----- --------- ------ ---------
- --------------------------
(a) Net of tax benefit of $25
(b) Net of tax expense of $101
(c) Net of tax expense of $6,343
(d) Net of tax expense of $484
See notes to Consolidated Financial Statements.
32
INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
DEC. 25, DEC. 26, DEC. 27,
1998 1997 1996
----------- ----------- -----------
Cash Flows from Operating Activities:
Net earnings before extraordinary item................................... $ 58,577 $ 42,511 $ 23,015
Adjustments to reconcile net earnings to net cash from operating
activities:
Depreciation and amortization.......................................... 44,351 34,874 18,911
Deferred income tax (benefit) expense.................................. (5,206) (5,654) 687
Gain on sale of HealthCare business.................................... -- (5,300) --
Changes in assets and liabilities, net of effects of acquisitions:
Receivables.......................................................... (47,645) (48,288) (40,724)
Other assets......................................................... (5,199) (12,615) (18,253)
Accounts payable and accrued liabilities............................. 23,911 50,772 8,828
Other................................................................ 453 1,457 1,437
----------- ----------- -----------
Net Cash Provided by (Used in) Operating Activities................ 69,242 57,757 (6,099)
----------- ----------- -----------
Cash Flows from Investing Activities:
Acquisition, net of cash acquired........................................ (136,223) (570,356) (11,964)
Capital expenditures..................................................... (37,502) (24,913) (32,982)
Proceeds from the sale of HealthCare business, net....................... 15,410 113,109 --
Net proceeds from the sale of marketable securities...................... -- 7,499 15,631
----------- ----------- -----------
Net Cash Used in Investing Activities.............................. (158,315) (474,661) (29,315)
----------- ----------- -----------
Cash Flows from Financing Activities:
Debt proceeds............................................................ 205,730 509,019 --
Debt repayments.......................................................... (186,843) (101,911) (114,727)
Net proceeds from common stock offering.................................. 197,015 -- 163,114
Proceeds from exercise of employee stock options and other............... 10,915 6,428 1,940
----------- ----------- -----------
Net Cash Provided by Financing Activities.......................... 226,817 413,536 50,327
----------- ----------- -----------
Increase/(decrease) in cash and cash equivalents......................... 137,744 (3,368) 14,913
Cash and cash equivalents, beginning of period........................... 15,570 18,938 4,025
----------- ----------- -----------
Cash and cash equivalents, end of period................................. $ 153,314 $ 15,570 $ 18,938
----------- ----------- -----------
----------- ----------- -----------
Suplemental Cash Flow Information:
CASH PAID DURING THE YEAR FOR:
Income taxes........................................................... $ 44,435 $ 37,917 $ 21,602
----------- ----------- -----------
----------- ----------- -----------
Interest............................................................... $ 32,896 $ 21,316 $ 6,546
----------- ----------- -----------
----------- ----------- -----------
NON-CASH ACTIVITY:
Payable in connection with purchase of Computer Power.................. $ 111,008 $ -- $ --
----------- ----------- -----------
----------- ----------- -----------
See notes to Consolidated Financial Statements.
33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS -- Interim is a worldwide leader in recruiting, assessing and
deploying talent for a wide variety of businesses. Through consulting, managed
services, search/recruitment and flexible staffing, the Company provides
professionals in the fields of information technology, finance, law,
manufacturing and human resources, as well as clerical, administrative and light
industrial staffing.
The Company operates within the staffing industry in 12 countries around the
world: Australia, Canada, France, Germany, Hong Kong, Italy, New Zealand,
Singapore, Spain, The Netherlands, the United Kingdom and the United States. The
Company considers its operating segments to be North America, Europe and
Australia/Asia. These operating segments generally follow the management
organization structure of the Company. The operating segments also represent, in
the opinion of management, the most meaningful aggregation of the Company's
multiple operating units across the world. This aggregation is based upon
geographic similarities including market growth rates, profitability, foreign
currency exposure and local laws and regulations. In each of these operating
segments, the Company's four services, consulting, managed services,
search/recruitment and flexible staffing, are provided.
PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. All material
intercompany transactions and balances have been eliminated. Certain prior year
amounts have been restated to conform with the current year presentation.
USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Due to the inherent uncertainty involved in making
estimates, actual results reported in future periods may be based upon amounts
which differ from those estimates.
FISCAL YEAR -- The Company's fiscal year is comprised of 52 or 53 weeks,
ending on the last Friday in December. The fiscal years ended December 25, 1998,
December 26, 1997 and December 27, 1996 were all 52 weeks.
CASH AND CASH EQUIVALENTS -- The Company considers all highly liquid
investments with original maturities of 90 days or less at the time of purchase
to be cash equivalents. Cash equivalents are carried at cost which approximates
fair value.
ALLOWANCE FOR DOUBTFUL ACCOUNTS -- The Company carries accounts receivable
at the amount it estimates to be collectible. Accordingly, the Company provides
allowances for accounts receivable it estimates to be uncollectible based on
management's best estimates. Recoveries are recognized in the period they are
received. The ultimate amount of accounts receivable that become uncollectible
could differ from those estimated.
INTANGIBLE ASSETS -- Intangible assets consist principally of goodwill and
tradenames and are being amortized on a straight-line basis over periods of
approximately 37 years. The Company evaluates the recoverability of intangible
assets, as well as amortization periods, to determine whether an adjustment to
carrying values or a revision to estimated useful lives is appropriate.
Recoverability is determined through evaluation of anticipated cash flows on an
undiscounted basis. If the estimated future cash flows are projected to be less
than the carrying value, an impairment write-down would be recorded.
PROPERTY AND EQUIPMENT -- Property and equipment are stated at cost and
depreciated using the straight-line method over the estimated useful lives of
the related assets. Leasehold improvements are amortized over the shorter of
their estimated useful life or the lease term using the straight-line method.
Maintenance and repairs which do not improve or extend the life of an asset are
expensed as incurred.
34
ACCRUED SELF-INSURANCE LOSSES -- The Company retains a portion of the risk
under its workers' compensation, general liability/professional liability,
employment practices liability insurance programs and health insurance benefits
programs. Reserves have been recorded which reflect the discounted estimated
liabilities including claims incurred but not reported. Workers' compensation
losses, general liability/professional liability and employment practices
liability losses have been discounted at approximately 4.9% and 5.8% at December
25, 1998 and December 26, 1997, respectively. Such liabilities are necessarily
based on estimates and, while management believes that the amount is adequate,
there can be no assurance that changes to management's estimates may not occur
due to limitations inherent in the estimation process. Changes in the estimates
of these accruals are charged or credited to income in the period determined.
The Company funds portions of its retained risks through deposits with insurance
carriers and others. These deposits are reflected as insurance deposits on the
accompanying Consolidated Balance Sheets and reflect the estimated fair market
value of such amounts.
FOREIGN CURRENCY TRANSLATION -- The Company's foreign operations use the
local currency as their functional currency. Assets and liabilities of these
operations are translated at the exchange rates in effect on the balance sheet
date. Income statement items are translated at the average exchange rates for
the year. The impact of currency fluctuation is included in stockholders' equity
as a translation adjustment.
REVENUE RECOGNITION -- The Company generates revenues from sales of services
by its own branch and licensed operations and from royalties earned on sales of
services by its franchise operations. Franchise royalties, which are included in
revenues, were $9.4 million, $23.1 million, and $27.0 million for the years
ended December 25, 1998, December 26, 1997 and December 27, 1996, respectively.
Revenues and the related labor costs and payroll taxes are recorded in the
period in which flexible staffing services are performed. Revenues on placements
are recognized when services provided are substantially completed. Allowances
are established to estimate losses due to placed candidates not remaining
employed for the Company's guarantee period.
The Company utilizes two forms of franchising agreements. Under the first
form, the Company records franchise royalties, based upon the contractual
percentage of franchise sales, in the period in which the franchisee provides
the service. Under the second form (termed "licensee" by the Company), revenues
generated by the licensee and related direct costs are included as part of the
Company's revenues and cost of services, respectively. The net distribution paid
to the licensee is based upon a percentage of the gross profit generated, and is
captioned "licensee commissions" in the Consolidated Statements of Earnings.
INCOME TAXES -- Deferred taxes arise from temporary differences between the
tax basis of an asset or liability and its reported amount in the financial
statements. The Company's policy is to not provide for U.S. income taxes on the
undistributed earnings of foreign operations as such earnings are considered to
be invested for an indefinite period of time and such earnings will only be
repatriated when tax effective to do so. At December 25, 1998, undistributed
earnings of foreign subsidiaries totaled $22.8 million. At December 26, 1997,
these earnings were immaterial. It is not practicable to estimate the amount of
the deferred tax liability on such earnings; however, foreign tax credits would
be available to reduce U.S. income taxes in the event of distribution of
earnings of foreign subsidiaries.
EARNINGS PER SHARE -- Basic earnings per share is computed by dividing the
Company's earnings by the weighted average number of shares outstanding during
the period.
Diluted earnings per share is computed by dividing the Company's earnings by
the weighted average number of shares outstanding and the impact of all dilutive
potential common shares, primarily stock options and convertible subordinated
notes. The dilutive impact of stock options is determined by applying the
treasury stock method and the dilutive impact of the convertible subordinated
notes is determined by applying the "if converted" method.
35
On August 7, 1997, the Company announced a two-for-one stock split in the
form of a 100% stock dividend, to stockholders of record as of the close of
business on August 18, 1997, payable on September 5, 1997. All shares
outstanding and per share amounts have been restated to reflect the stock split.
DERIVATIVE FINANCIAL INSTRUMENTS -- The Company enters into interest rate
swap agreements and foreign exchange forward contracts as part of the management
of its interest rate and foreign currency exchange rate exposures; it has no
derivative financial instruments held for trading purposes and none of the
instruments are leveraged. All financial instruments are put into place to hedge
specific exposures. Amounts to be paid or received under swap agreements are
recognized over the terms of the agreements as adjustments to interest expense.
Amounts receivable or payable under the agreements are included in receivables
or accrued expenses in the Consolidated Balance Sheets. Gains and losses on
foreign currency forward contracts offset gains and losses resulting from the
underlying transactions. Gains and losses on contracts that hedge specific
foreign currency commitments are deferred and recorded in net income in the
period in which underlying transaction is recorded.
STOCK BASED COMPENSATION -- The Company has chosen to account for
stock-based compensation to employees using the intrinsic value method as
prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees," and related Interpretations. Accordingly,
compensation cost for stock options issued to employees is measured as the
excess, if any, of the quoted market price of the Company's stock at the date of
grant over the amount an employee must pay for the stock. Compensation cost
related to restricted stock granted as part of bonus compensation is recognized
in the period the bonus is earned and measured using the quoted market price on
the effective grant date. Compensation cost related to stock options of
non-employees is recorded at fair value (in accordance with SFAS No. 123).
NEW ACCOUNTING PRONOUNCEMENTS -- In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (the "Statement"
or "SFAS No. 133"). The Statement establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or liability measured at its fair value. The Statement requires
that changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999 and cannot be applied retroactively. The Company
has not yet quantified the impacts of adopting SFAS No. 133 on its financial
statements and has not determined the timing of or method of adoption of the
Statement.
ACQUISITIONS AND DISPOSITION
ACQUISITIONS
COMPUTER POWER GROUP LIMITED -- On December 8, 1998, the Company announced
that its cash offer to acquire all of the outstanding shares of Computer Power
Group Limited ("Computer Power"), a public company in Australia, for a maximum
cash amount of approximately $124.3 million (A$ 204.9 million) had become
unconditional. Computer Power provides information technology services,
including consulting, flexible staffing, education and training services with 49
offices in Australia and New Zealand, and one office each in Hong Kong and
Singapore. As of December 25, 1998, the Company had purchased or received and
accepted tenders for approximately 92% of the outstanding shares of Computer
Power. Interim is entitled to acquire the remaining 8% of shares outstanding
pursuant to Australia's compulsory acquisition procedures. This acquisition was
accounted for under the purchase method of accounting. Accordingly, the
operations of Computer Power are included in the Consolidated Statement of
36
Earnings from the date of acquisition. Due to the nature of a cash tender offer
and timing of the acquisition, Computer Power's operations were immaterial to
the Company's Consolidated Statement of Earnings in fiscal 1998. The excess of
the purchase price over the fair value of the net tangible assets acquired was
$121.7 million. As of December 25, 1998, the purchase price in excess of net
tangible assets acquired has been allocated to goodwill on a preliminary basis
while the Company obtains final information regarding the fair value of assets
acquired and liabilities assumed. Although the allocation and amortization
periods are subject to adjustment, the Company does not expect that such
adjustments will have a material effect on the consolidated financial
statements. Subsequent to year end, $111.0 million of the purchase price was
paid and is included as Due to Computer Power shareholders in the Consolidated
Balance Sheet at December 25, 1998.
Included in other assets in the accompanying Consolidated Balance Sheet as
of December 25, 1998 is $26.6 million related to funds held in escrow by
Computer Power pursuant to the terms of two Research and Development Syndicates
("R&D Syndicates") formed to develop new, commercially viable technology
products. The R&D Syndicates were formed under special legislation in Australia
to promote research and development. At the end of the research and development
projects, the R&D Syndicate investors can exercise put options through June 2002
to sell project results back to the Company for a return of the escrowed funds.
As such, the Company has recorded a $26.6 million liability for the probable
exercise of these put options. Such amount is included in accounts payable and
other long-term liabilities in the accompanying Consolidated Balance Sheet as of
December 25, 1998.
MICHAEL PAGE GROUP, PLC -- On April 18, 1997, the Company completed the
purchase of the outstanding shares of Michael Page Group, PLC ("Michael Page"),
a public company in the United Kingdom, for $577.6 million. This acquisition was
accounted for under the purchase method of accounting. Accordingly, the
operations of Michael Page are included in the Consolidated Statement of
Earnings from the date of acquisition. The excess of the purchase price over the
fair value of the net tangible assets acquired was $512.5 million. This amount
has been allocated to tradenames and goodwill based upon an independent
valuation performed to assist management in this allocation. Both intangible
assets are being amortized over 40 years.
BRANDON SYSTEMS CORPORATION -- On May 23, 1996, the Company completed its
merger with Brandon Systems Corporation ("Brandon"), an information technology
staffing company. The Company issued 7,745,380 shares of its common stock in
exchange for 100% of the outstanding shares of Brandon common stock. In
addition, Brandon stock options outstanding at the effective time of the merger
were converted into options to purchase an aggregate of 415,184 additional
Interim common shares. The merger has been accounted for as a
pooling-of-interests. Accordingly, the historical financial statements for the
periods prior to the merger are restated as though the companies had been
combined. All fees and expenses related to the merger and the consolidation and
restructuring of the combined companies have been expensed. Such fees and
expenses were $8.6 million.
Revenues of Brandon from periods prior to the merger are included in the
accompanying income statements and were $22.3 million for the quarter ended
March 29, 1996. Net earnings and earnings per share related to Brandon were $1.2
million and $0.04, respectively, for the quarter ended March 29, 1996.
OTHER ACQUISITIONS -- During 1998, 1997 and 1996 the Company made certain
other acquisitions that were accounted for under the purchase method of
accounting. Their operations are included in the Consolidated Statements of
Earnings from the date of acquisition.
37
The fair value of assets acquired and liabilities assumed (excluding cash
acquired) in connection with all acquisitions follows (in thousands):
DEC. 25, DEC. 26, DEC. 27,
1998 1997 1996
---------- ---------- ---------
Working capital (deficit).................................. $ (1,537) $ (8,456) $ 615
Goodwill and tradenames.................................... 132,042 563,802 12,016
Other net assets........................................... 14,300 15,327 (667)
Debt assumed............................................... (8,582) (317) --
---------- ---------- ---------
Net assets acquired........................................ $ 136,223 $ 570,356 $ 11,964
---------- ---------- ---------
---------- ---------- ---------
DISPOSITION
HEALTHCARE -- On September 26, 1997, the Company completed the sale of its
HealthCare business to Cornerstone Equity Investors IV, L.P. ("Buyer"). The
Company received $118.6 million in cash at closing ($113.1 million net of
transaction related cash costs), with the remainder of the $134.0 million
purchase price paid in October 1998 when regulatory approval was received for
the ownership transfer of Interim HealthCare of New York Inc. to the Buyer. The
sale did not have a material impact on results of operations in 1998. The
pre-tax gain on sale recognized in 1997 was $5.3 million with taxes on the gain
of $5.3 million.
Pursuant to the terms of the sales agreement and subject to certain
restrictions, the Buyer is permitted to use the "Interim" trademark and trade
names for an initial period of five years. After that time, a license fee will
be charged. Under a transitional service agreement, the Company continues to
provide various services to the Buyer including access to and use of facilities
and information systems. These services will be provided at rates included in
the agreement which approximate the costs the Company will incur. This service
agreement is for two years with an option to request an additional year. The
Company has provided indemnification to the Buyer on various pending issues with
respect to the HealthCare business including certain medicare reimbursement
issues and the collectibility of loans related to the businesses' physical
therapy student loan program. The Company does not expect that the outcome of
these matters will have a material effect on the Company's financial position or
results of operation.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma information presents the results of
operations of the Company for the years ended December 25, 1998 and December 26,
1997 as if the sale of the Company's HealthCare business and the acquisitions of
Michael Page, Computer Power and other acquisitions had occurred at the
beginning of fiscal 1997 (in thousands, except for per share data):
DEC. 25, DEC. 26,
1998 1997
------------ ------------
Revenues.......................................................... $ 2,105,985 $ 1,791,999
Net earnings before extraordinary item............................ 58,361 33,101
Net earnings...................................................... 55,588 33,101
Net earnings per share before extraordinary item:
Basic........................................................... $ 1.32 $ 0.84
Diluted......................................................... 1.28 0.82
Basic weighted average shares outstanding......................... 44,237 39,305
Diluted weighted average shares outstanding....................... 48,244 40,407
The pro forma consolidated results of operations are based on historical
financial information of the Company and include adjustments to give effect to
the following: elimination of the gain on the sale of the HealthCare business;
amortization of goodwill and other intangibles arising from the transactions;
interest
38
expense that would have been incurred to finance the acquisitions, offset by a
reduction of debt from cash flows generated from the sale of the HealthCare
business; elimination of one-time costs incurred by Michael Page and Computer
Power related to their being acquired by the Company; and certain other
adjustments, together with estimated related income tax effects. These unaudited
pro forma results have been prepared for comparative purposes only and do not
purport to be indicative of the results of operations which would have actually
resulted had the acquisitions and disposition occurred on the date indicated, or
of future results of operations of the consolidated entities.
39
INTANGIBLE ASSETS
A summary of intangible assets is as follows (in thousands):
WEIGHTED WEIGHTED
AVERAGE LIFE AVERAGE LIFE
(IN YEARS) DEC. 25, 1998 (IN YEARS) DEC. 26, 1997
------------ ------------- ------------ -------------
Goodwill................................ 37 $763,098 37 $516,058
Tradenames.............................. 39 222,643 40 223,216
Other................................... 5 787 5 3,098
------------ ------------- ------------ -------------
37 986,528 38 742,372
Less accumulated amortization........... (67,334) (47,244)
------------- -------------
$919,194 $695,128
------------- -------------
------------- -------------
Amortization of intangible assets for the years ended December 25, 1998,
December 26, 1997 and December 27, 1996 amounted to $22.6 million, $18.5 million
and $8.8 million, respectively.
PROPERTY AND EQUIPMENT
A summary of property and equipment follows (in thousands):
LIFE DEC. 25, DEC. 26,
(IN YEARS) 1998 1997
----------- --------- ----------
Land........................................................ -- $ 4,167 $ 4,167
Buildings................................................... 10 - 40 14,727 14,331
Equipment................................................... 3 - 8 107,194 82,871
Software.................................................... 3 - 5 19,490 15,060
Leasehold improvements and other............................ 3 - 5 11,609 7,653
--------- ----------
157,187 124,082
Less accumulated depreciation and amortization.............. (66,565) (58,607)
--------- ----------
$ 90,622 $ 65,475
--------- ----------
--------- ----------
Depreciation and amortization of property and equipment for the years ended
December 25, 1998, December 26, 1997 and December 27, 1996 amounted to $21.8
million, $16.4 million, and $10.1 million, respectively.
LONG-TERM DEBT
The Company's long-term debt consists of the following (in thousands):
DEC. 25, DEC. 26,
1998 1997
------------ ------------
Revolving loan facility, due 2003--
British pound sterling denominated borrowings.................. $ 214,144 $ 209,488
U.S. dollar denominated borrowings............................. -- 10,000
Loan notes denominated in British pound sterling................. 14,322 16,836
U.S. dollar convertible subordinated notes....................... 207,000 --
U.S. dollar denominated term loan................................ -- 176,700
Other foreign debt............................................... 13,333 --
------------ ------------
448,799 413,024
Less current maturities of long-term debt........................ (21,943) (33,827)
------------ ------------
$ 426,856 $ 379,197
------------ ------------
------------ ------------
40
The Company has a $359.2 million multi-currency syndicated credit agreement
entered into as of May 1, 1997 and amended thereafter ("Credit Facility"). This
agreement provides a multi-currency revolving loan facility and previously
provided a U.S. dollar denominated term loan. The Credit Facility also allows
for and guarantees sterling denominated loan notes due to certain former
shareholders of Michael Page. Borrowings under this facility are unsecured.
Interest rates on amounts outstanding under the term loan, revolving loan and
loan notes are based on LIBOR plus a variable margin. The facility contains
customary covenants, which include restrictions on the payment of cash
dividends, as well as the maintenance of certain financial ratios including
minimum net worth, restrictions on the incurrence of liens and additional
indebtedness. The average interest rates on outstanding borrowings under this
Credit Facility for the years ended December 25, 1998 and December 26, 1997 were
6.5% and 6.9%, respectively. As of December 25, 1998 the Company had $132.6
million available for future borrowings under the revolving loan portion of this
Credit Facility and other available lines.
On April 23, 1998, the Company filed a registration statement on Form S-3
with the SEC for the sale of $207.0 million of 4 1/2% Convertible Subordinated
Notes (the "Notes Offering") due June 1, 2005. The Notes Offering was
consummated in May 1998 and resulted in proceeds to the Company of approximately
$201.3 million net of issuance costs and offering expenses. A portion of the
proceeds from the Notes Offering was used to repay the U.S. dollar denominated
term loan and other U.S. dollar denominated amounts outstanding under the Credit
Facility. The prepayment of the term loan and termination of the related
interest rate swap agreements resulted in an extraordinary charge for early
extinguishment of debt of $2.8 million ($4.6 million before tax) or $0.06 per
diluted share in 1998.
The 4 1/2% Convertible Subordinated Notes (the "Notes") are convertible into
common stock at any time prior to maturity at a conversion rate of 26.8052
shares per each $1,000 principal amount, equivalent to a conversion price of
approximately $37.31 per share. Interest on the Notes is payable semi-annually
on June 1 and December 1 of each year, commencing December 1, 1998. The Notes
are redeemable, in whole or in part, at the option of the Company at any time on
or after June 1, 2001 at the redemption prices (together with accrued interest
to the redemption date) set forth below. Such redemption prices (expressed as a
percentage of principal amount) are as follows for the 12-month period beginning
on June 1 of the following years:
YEAR REDEMPTION PRICE
- ------------------------------------------------------------------------- ----------------
2001..................................................................... 102.571%
2002..................................................................... 101.929
2003..................................................................... 101.286
2004..................................................................... 100.643
June 1, 2005 and thereafter.............................................. 100.000
The Notes are unsecured obligations subordinated in right of payment to all
existing and future Senior Debt (as defined in the indenture) of the Company and
will be effectively subordinated in right of payment to all Senior Debt and
other liabilities of the Company and the Company's subsidiaries. The Notes will
not restrict the Company or its subsidiaries from incurring additional Senior
Debt or other indebtedness.
41
INCOME TAXES
The provision for income taxes is comprised of the following (in thousands):
DEC. 25, DEC. 26, DEC. 27,
1998 1997 1996
------------ ------------ ------------
Current tax expense:
Federal.......................................... $ 24,058 $ 23,220 $ 17,062
State and local.................................. 5,745 6,055 4,110
Foreign.......................................... 22,179 15,307 238
------------ ------------ ------------
51,982 44,582 21,410
------------ ------------ ------------
Deferred tax (benefit) expense:
Federal.......................................... (3,100) (3,029) 538
State and local.................................. (715) (721) 149
Foreign.......................................... (1,391) (1,904) --
------------ ------------ ------------
(5,206) (5,654) 687
------------ ------------ ------------
Total Provision for Income Taxes................... $ 46,776 $ 38,928 $ 22,097
------------ ------------ ------------
------------ ------------ ------------
The following table reconciles the U.S. Federal income tax rate to the
Company's effective tax rate:
DEC. 25, 1998 DEC. 26, 1997 DEC. 27, 1996
--------------- --------------- ---------------
Statutory Rate..................................... 35.0% 35.0% 35.0%
Increase (decrease) in rate resulting from:
State and local income taxes, net of Federal
benefit........................................ 3.1 4.3 6.2
Nondeductible amortization of intangibles........ 5.7 5.9 3.6
Sale of HealthCare business...................... -- 3.2 --
Merger expense................................... -- -- 4.7
Other, net....................................... 0.6 (0.6) (0.5)
--- --- ---
Effective Tax Rate................................. 44.4% 47.8% 49.0%
--- --- ---
--- --- ---
Significant components of the Company's deferred tax assets and liabilities
are as follows (in thousands):
DEC. 25, DEC. 26,
1998 1997
------------ ------------
Current deferred tax assets (liabilities):
Employee benefits and self-insurance........................... $ 12,126 $ 9,529
Sale of HealthCare business.................................... 3,058 --
Accrued expenses............................................... 3,117 --
Receivables allowances......................................... (71) 1,354
Other.......................................................... 27 26
------------ ------------
18,257 10,909
------------ ------------
Noncurrent deferred tax assets (liabilities):
Fixed assets................................................... (1,090) (1,123)
Intangible assets.............................................. (5,545) (2,947)
Other.......................................................... -- 16
------------ ------------
(6,635) (4,054)
------------ ------------
Net deferred tax assets.......................................... $ 11,622 $ 6,855
------------ ------------
------------ ------------
42
EMPLOYEE BENEFIT PLANS
The Company has a voluntary defined contribution 401(k) benefit plan
covering substantially all eligible U.S. employees. The Company's subsidiary,
Michael Page, operates a defined contribution plan covering substantially all
eligible U.K. employees. Company contributions to the plans are based on
employee contributions, the level of the Company match and, in the U.S., the
attainment of certain financial objectives. Contributions, net of forfeitures,
by the Company under the plan amounted to $3.7 million, $2.4 million and $0.4
million for the years ended December 25, 1998, December 26, 1997 and December
27, 1996, respectively.
The Company also has a non-qualified deferred compensation plan for certain
employees who are not eligible to participate in the Company's 401(k) benefit
plan. The plan allows eligible employees to defer receipt of a portion of their
compensation. The Company matches and accrues certain amounts deferred pursuant
to this plan based upon the same criteria as the 401(k) plan. The plan is
partially funded by Company owned life insurance policies. The deferred
compensation, along with the Company matching amounts and accumulated investment
earnings, is accrued. Such accrual amounted to $11.9 million, $5.5 million, $1.8
million at December 25, 1998, December 26, 1997 and December 27, 1996,
respectively.
Effective July 1997, the Company adopted an Employee Stock Purchase Plan to
provide substantially all employees who have been employed for at least 12
months an opportunity to purchase shares of its common stock at a discount of
15%. The aggregate amount an employee may purchase each calendar year is limited
to a maximum of 15% of an employee's compensation up to $25,000 of stock. There
were 95,516 and 9,294 shares issued in 1998 and 1997, respectively, under this
plan. A total of 495,190 shares are available as of December 25, 1998 for
purchase under the plan which expires on July 1, 2002.
STOCK-BASED COMPENSATION PLANS
The Company has three primary option stock plans, the 1997 Long-Term
Executive Compensation and Outside Directors Stock Option Plan, the 1997 Stock
Option Plan for employees of Michael Page and the 1994 Stock Option Plan for
Franchisees, Licensees and Agents. Under the plans, options may be granted to
outside directors, selected employees of the Company and its subsidiaries,
franchisees, licensees and agents to purchase the Company's Common Stock for
periods not to exceed ten years at a price that is not less than 100 percent of
fair market value on the date of grant. Options granted under all plans are
exercisable cumulatively 20% to 100% each year beginning one-year after the
initial date of grant. At December 25, 1998 and December 26, 1997 the Company
had 1.9 million and 2.0 million shares, respectively, reserved for future grants
under these plans.
As part of the Company's bonus plan, the Board of Directors has authorized
Common Stock to be used for payment of a portion of the bonus payable to certain
employees in the form of restricted shares of the Company's Common Stock. These
shares vest ratably over a three-year period. At December 25, 1998 and December
26, 1997 the Company had 20,036 and 21,858 shares, respectively, reserved for
future grant under this plan.
43
Changes under these plans for 1998, 1997 and 1996 were as follows:
DEC. 25, 1998 DEC. 26, 1997 DEC. 27, 1996
---------------------- ---------------------- ----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
--------- ----------- --------- ----------- --------- -----------
Outstanding at beginning
of year................ 3,101,604 $ 16.28 2,642,554 $ 13.24 2,203,422 $ 10.60
Granted.................. 1,719,176 25.60 1,678,910 18.53 840,326 19.01
Exercised................ (497,841) 14.07 (866,241) 11.09 (281,692) 9.49
Forfeited................ (182,073) 20.43 (353,619) 16.85 (119,502) 14.25
--------- --------- ---------
Outstanding at end of
year................... 4,140,866 $ 20.24 3,101,604 $ 16.28 2,642,554 $ 13.24
--------- --------- ---------
--------- --------- ---------
Options exercisable at
year-end............... 1,321,478 $ 15.10 908,495 $ 13.01 927,968 $ 9.83
--------- --------- ---------
--------- --------- ---------
The following table summarizes information about fixed stock options
outstanding at December 25, 1998:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------ ----------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
NUMBER REMAINING AVERAGE NUMBER AVERAGE
OUTSTANDING CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
RANGE OF EXERCISE PRICES AT 12/25/98 LIFE PRICE AT 12/25/98 PRICE
- ------------------------ ----------- ----------- -------- ----------- --------
$0.00-$ 9.99....... 14,120 3.72 $ 7.57 14,120 $ 7.57
$10.00-$14.99...... 753,786 5.71 11.62 647,692 11.61
$15.00-$19.99...... 1,737,685 7.56 18.50 610,906 18.45
$20.00-$24.99...... 219,245 9.13 21.25 48,760 21.72
$25.00-$29.99...... 1,346,277 9.11 26.73 -- --
$30.00-$34.99...... 69,753 9.42 30.68 -- --
----------- ----------- -------- ----------- --------
4,140,866 7.83 $20.24 1,321,478 $15.10
----------- ----------- -------- ----------- --------
----------- ----------- -------- ----------- --------
The weighted average per share fair values of options granted under the
Company's stock option plans during 1998, 1997 and 1996 were $6.25, $3.90 and
$4.03, respectively. Had the fair value of the grants under these plans been
recognized as compensation expense over the vesting period of the awards,
compensation cost would have been increased by $5.8 million ($4.0 million after
tax, $.08 per share), $2.9 million ($2.0 million after tax, $0.05 per share) and
$2.1 million ($1.5 million after tax, $0.05 per share) in 1998, 1997, and 1996,
respectively.
The fair value of options at grant date was estimated using the
Black-Scholes multiple option model where each vesting increment is treated as a
separate option with its own expected life and own fair value. The following
weighted average assumptions were used:
DEC. 25, 1998 DEC. 26, 1997 DEC. 27, 1996
--------------- --------------- ---------------
Expected life...................................... 2 2 2
Interest rate...................................... 5.51% 5.99% 5.94%
Volatility......................................... 32.91% 29.79% 30.30%
Dividend Yield..................................... -- -- --
44
SHAREHOLDER RIGHTS PLAN
On February 17, 1994, the Company's Board of Directors adopted a shareholder
rights plan to protect shareholders in the event of an unsolicited attempt to
acquire the Company which is not believed by the Board of Directors to be in the
best interest of shareholders. Under the plan, a dividend of one right (a
"Right") per share was declared and paid on each share of the Company's Common
Stock outstanding on April 1, 1994. As to shares issued after such date, rights
will automatically attach to them after their issuance.
Under the plan, registered holders of each Right may purchase from the
Company one one-hundredth of a share of a new class of the Company's Preferred
Stock, $0.01 par value per share, at a price of $150.00, subject to adjustment,
when the Rights become exercisable. The Rights become exercisable when a person
or group of persons acquires 15% or more of the outstanding shares of the
Company's Common Stock without the prior written approval of the Company's Board
of Directors (an "Unapproved Stock Acquisition"), and after ten business days
following the commencement of a tender offer that would result in an Unapproved
Stock Acquisition. If a person or group of persons makes an Unapproved Stock
Acquisition, the registered holder of each Right has the right to purchase, for
the exercise price of the Right, a number of shares of the Company's Common
Stock having a market value equal to twice the exercise price of the Right.
Following an Unapproved Stock Acquisition, if the Company is involved in a
merger, or 50% or more of the Company's assets or earning power are sold, the
registered holder of each Right has the right to purchase, for the exercise
price of the Right, a number of shares of the common stock of the acquiring
company having a market value equal to twice the exercise price of the Right.
After an Unapproved Stock Acquisition, but before any person or group of
persons acquires 50% or more of the outstanding shares of the Company's Common
Stock, the Board of Directors may exchange all or part of the then outstanding
and exercisable Rights for Common Stock at an exchange ratio of one share of
Common Stock per Right. Upon any such exchange, the right of any holder to
exercise a Right terminates.
The Company may redeem the Rights at a price of $0.01 per Right at any time
prior to an Unapproved Stock Acquisition. The Rights expire on April 1, 2004,
unless extended by the Board of Directors. Until a Right is exercised, the
holder thereof, as such, has no rights as a stockholder of the Company,
including the right to vote or to receive dividends. The issuance of the Rights
alone has no dilutive effect and does not affect reported earnings per share.
FINANCIAL INSTRUMENTS AND FAIR VALUES
The Company utilizes interest rate swap agreements to reduce the impact on
interest expense of fluctuating interest rates on its variable rate debt. The
Company had a variable to variable interest rate swap agreement outstanding as
of December 25, 1998 with the notional amount of $125.5 million which
effectively converts interest from a British LIBOR basis to a broader index and
caps the Company's exposure to upward movement in rates at 8.5%. This agreement
expires in 2002. The notional amount outstanding at December 26, 1997 was $225.7
million. In June 1998, the Company terminated variable to variable interest rate
swap agreements in the notional amount of $100.0 million when the Company repaid
the related U.S. dollar denominated debt. Under these agreements, the Company
received an average variable rate of 7.0% and paid an average variable rate of
6.0% during the twelve months ended December 25, 1998. The Company received an
average variable rate of 6.3% and paid an average variable rate of 5.4% during
the twelve months ended December 26, 1997.
In June 1998, the Company also terminated variable to fixed interest rate
swap agreements in the notional amount of $100.0 million when the Company repaid
the related U.S. dollar denominated debt. Under these agreements, the Company
received an average variable rate of 5.7% and paid an average fixed rate of 6.2%
during the twelve months ended December 25, 1998. The Company received an
average
45
variable rate of 5.8% and paid an average fixed rate of 6.2% during the twelve
months ended December 26, 1997. The costs to terminate the variable to variable
and variable to fixed interest rate swap agreements in June 1998 are included in
the extraordinary charge for early extinguishment of debt.
At December 25, 1998, the Company had outstanding foreign currency forward
contracts to purchase Australian dollars in the notional amount of $96.1 million
for the purpose of making the final payments for the purchase of Computer Power
subsequent to year-end.
Exposure to market risk on interest rate and foreign currency financial
instruments results from fluctuations in interest and currency rates,
respectively, during the periods in which the contracts are outstanding. The
counterparties to the Company's interest rate swap agreements and currency
exchange contracts consist of a diversified group of major financial
institutions, each of which is rated investment grade A or better. The Company
is exposed to credit risk to the extent of potential nonperformance by
counterparties on financial instruments. Any potential credit exposure does not
exceed the fair value as stated below. The Company believes the risk of
incurring losses due to credit risk is remote.
The carrying amount of cash and cash equivalents approximates fair value due
to the short-term maturities of these instruments. The cost to terminate the
outstanding interest rate swap as of December 25, 1998 was approximately $4.1
million. Book value at December 25, 1998 was a $0.2 million receivable. The cost
to terminate the outstanding interest rates swaps as of December 26, 1997 was
$5.1 million. Book value at December 26, 1997 was a $0.3 million receivable. The
cost to terminate foreign currency forward contracts as of December 25, 1998 was
$2.5 million. In estimating the fair value of its derivative positions, the
Company utilizes quoted market prices, if available, or quotes obtained from
outside sources. The cost to terminate the Company's fixed rate convertible
subordinated debt as of December 25, 1998 was $175.6 million, with a $207.0
million carrying value. The fair value of the Company's fixed rate debt is
estimated based on quoted market prices for the same issue. The fair values of
all other financial instruments, including debt other than the Notes,
approximate their book values as the instruments are short-term in nature.
COMMITMENTS AND CONTINGENCIES
Substantially all of the Company's field operations are conducted in leased
premises. The Company also leases data processing equipment. Total lease expense
for the years ended December 25, 1998, December 26, 1997 and December 27, 1996
was $25.2 million, $19.1 million and $11.5 million, respectively. Future minimum
lease payments under non-cancelable leases as of December 25, 1998 are $24.4
million, $20.6 million, $16.6 million, $9.9 million, $6.7 million and $9.6
million in 1999, 2000, 2001, 2002, 2003 and thereafter, respectively.
Additionally, the Company had outstanding irrevocable letters of credit of
approximately $23.4 million (same as fair value). These letters of credit
collateralize the Company's obligations under certain workers' compensation
insurance programs.
The Company in the ordinary course of its business is threatened with or
named as a defendant in various lawsuits. It is not possible to determine the
ultimate disposition of these matters; however, management is of the opinion
that the final resolution of any threatened or pending litigation is not likely
to have a material adverse effect on the financial position or results of
operations of the Company.
SEGMENT INFORMATION
In 1998, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION. SFAS No. 131 supersedes SFAS No. 14, FINANCIAL REPORTING FOR
SEGMENTS OF A BUSINESS ENTERPRISE, replacing the "industry segment" approach
with the "management" approach. The management approach designates the internal
organization that is used by management for making operating decisions and
assessing performance as the source
46
of the Company's reportable operating segments. SFAS No. 131 also requires
disclosures about products and services, geographic areas, and major customers.
The adoption of SFAS No. 131 did not affect results of operations or financial
position but did affect the disclosure of segment information.
The Company operates within the staffing industry in 12 countries around the
world: Australia, Canada, France, Germany, Hong Kong, Italy, New Zealand,
Singapore, Spain, The Netherlands, the United Kingdom and the United States. The
Company considers its operating segments to be North America, Europe and
Australia/Asia. These operating segments generally follow the management
organization structure of the Company and also represent, in the opinion of
management, the most meaningful aggregation of the Company's multiple operating
units across the world. This aggregation is based upon geographic similarities
including market growth rates, profitability, foreign currency exposure and
local laws and regulations. In each of these operating segments the Company's
four services, consulting, managed services, search/recruitment and flexible
staffing, are provided. In 1997 and 1996, the Company's reportable operating
segments also included HealthCare. The Company evaluates the performance of its
operating segments and allocates resources to them based on revenues, gross
profit and segment contribution. Segment contribution is defined as income
before central costs, interest and income taxes. All intercompany revenues and
expenses are eliminated in computing segment revenues, gross profit and segment
contribution. Prior years' data has been restated to conform to the current year
reportable operating segments presentation.
47
Information on operating segments and a reconciliation to earnings before
income taxes and extraordinary item for the years ended December 25, 1998,
December 26, 1997 and December 27, 1996 are as follows (in thousands):
YEAR ENDED
-------------------------------------
DEC. 25, DEC. 26, DEC. 27,
1998 1997 1996
----------- ----------- -----------
REVENUES:
North America.......................................... $1,382,383 $1,159,089 $ 905,611
Europe................................................. 455,845 223,345 10,272
Australia/Asia......................................... 51,885 36,233 --
----------- ----------- -----------
1,890,113 1,418,667 915,883
HealthCare............................................. -- 189,589 231,268
----------- ----------- -----------
$1,890,113 $1,608,256 $1,147,151
----------- ----------- -----------
----------- ----------- -----------
GROSS PROFIT:
North America.......................................... $ 405,027 $ 326,416 $ 254,222
Europe................................................. 207,420 107,514 2,734
Australia/Asia......................................... 22,347 16,674 --
----------- ----------- -----------
634,794 450,604 256,956
HealthCare............................................. -- 76,539 94,406
----------- ----------- -----------
$ 634,794 $ 527,143 $ 351,362
----------- ----------- -----------
----------- ----------- -----------
SEGMENT CONTRIBUTION:
North America.......................................... $ 111,908 $ 91,293 $ 72,674
Europe................................................. 63,765 35,057 746
Australia/Asia......................................... 4,651 4,533 --
----------- ----------- -----------
180,324 130,883 73,420
HealthCare............................................. -- 16,340 22,425
----------- ----------- -----------
180,324 147,223 95,845
Central costs.......................................... 51,152 46,815 36,437
Gain on sale of HealthCare............................. -- (5,300) --
Merger expense......................................... -- -- 8,600
Interest, net.......................................... 23,819 24,269 5,696
----------- ----------- -----------
Earnings before income taxes and extraordinary item.... $ 105,353 $ 81,439 $ 45,112
----------- ----------- -----------
----------- ----------- -----------
DEC. 25, DEC. 26, DEC. 27,
1998 1997 1996
------------ ------------ ------------
TOTAL ASSETS:
North America........................................................ $ 694,967 $ 466,350 $ 444,404
Europe............................................................... 656,360 548,183 10,722
Australia/Asia....................................................... 262,117 77,063 --
------------ ------------ ------------
1,613,444 1,091,596 455,126
HealthCare........................................................... -- 138 57,364
------------ ------------ ------------
$1,613,444 $1,091,734 $ 512,490
------------ ------------ ------------
------------ ------------ ------------
LONG-LIVED ASSETS:(1)
North America........................................................ $ 55,069 $ 47,049 $ 45,971
Europe............................................................... 28,130 16,751 285
Australia/Asia....................................................... 7,423 1,675 --
------------ ------------ ------------
90,622 65,475 46,256
HealthCare........................................................... -- -- 3,539
------------ ------------ ------------
$ 90,622 $ 65,475 $ 49,795
------------ ------------ ------------
------------ ------------ ------------
- ------------------------
(1) Represents property and equipment, net.
48
The Company provides skills through its business units in four service
lines--consulting, managed services, search/recruitment and flexible staffing.
The following table sets forth revenues and gross profit by service for the
periods indicated (in thousands):
YEAR ENDED
----------------------------------------
DEC. 25, DEC. 26, DEC. 27,
1998 1997 1996
------------ ------------ ------------
REVENUES:
Consulting........................................................... $ 286,250 $ 192,262 $ 135,950
Managed Services..................................................... 316,170 250,308 173,347
Search/Recruitment................................................... 257,507 148,892 15,129
Flexible Staffing.................................................... 1,030,186 827,205 591,457
------------ ------------ ------------
1,890,113 1,418,667 915,883
HealthCare........................................................... -- 189,589 231,268
------------ ------------ ------------
Total................................................................ $1,890,113 $1,608,256 $1,147,151
------------ ------------ ------------
------------ ------------ ------------
GROSS PROFIT:
Consulting........................................................... $ 108,864 $ 66,460 $ 43,458
Managed Services..................................................... 65,747 51,378 34,631
Search/Recruitment................................................... 196,044 112,627 11,463
Flexible Staffing.................................................... 264,139 220,140 167,404
------------ ------------ ------------
634,794 450,605 256,956
HealthCare........................................................... -- 76,538 94,406
------------ ------------ ------------
Total................................................................ $ 634,794 $ 527,143 $ 351,362
------------ ------------ ------------
------------ ------------ ------------
The Company has no single customer representing greater than 10 percent of
its revenues. Revenues in the United Kingdom were $318.0 million, $160.5 million
and $7.7 million for the years ended December 25, 1998, December 26, 1997 and
December 27, 1996, respectively. Long-lived assets in the United Kingdom were
$17.6 million, $11.6 million and $51,000 at December 25, 1998, December 26, 1997
and December 27, 1996, respectively.
49
QUARTERLY FINANCIAL DATA (unaudited - amounts in thousands, except per share
amounts)
The following is a tabulation of the quarterly results of operations for the
years ended December 25, 1998 and December 26, 1997.
QUARTER ENDED
--------------------------------------------------------------------------------------
DEC. 25, SEPT. 25, JUNE 26, MARCH 27, DEC. 26, SEPT. 26, JUNE 27,
1998 1998 1998 1998 1997 1997(b) 1997
--------- ---------- ------------ --------- --------- --------- ---------
Revenues.......................... $ 514,249 $ 498,051 $ 461,622 $416,191 $ 412,868 $ 455,770 $ 422,833
Gross profit...................... 169,669 167,586 158,021 139,518 134,331 153,414 141,958
Earnings before extraordinary
item............................ 17,417 17,021 13,586 10,553 12,017 12,047 9,922
Net earnings...................... 17,417 17,021 10,813(a) 10,553 12,017 12,047 9,922
Basic earnings per share (c)...... 0.37 0.36 0.32 0.26 0.30 0.31 0.25
Diluted earnings per share (c).... 0.36 0.35 0.31 0.26 0.29 0.30 0.25
Share price:
High.............................. 22 15/16 32 1/4 34 1/4 33 13/16 31 25 5/8 21 7/16
Low............................... 13 1/4 18 15/16 26 15/16 22 7/8 23 5/8 21 3/4 17 9/16
MARCH 28,
1997
---------
Revenues.......................... $316,785
Gross profit...................... 97,440
Earnings before extraordinary
item............................ 8,525
Net earnings...................... 8,525
Basic earnings per share (c)...... 0.22
Diluted earnings per share (c).... 0.21
Share price:
High.............................. 21 9/16
Low............................... 17 1/8
- --------------------------
(a) Includes $2,773 after tax extraordinary loss resulting from the early
extinguishment of debt.
(b) Includes pretax gain on sale of HealthCare business of $5,300 and taxes of
$5,272.
(c) Before extraordinary item in the quarter ended September 25, 1998.
EARNINGS PER SHARE
The following table reconciles the numerator (earnings) and denominator
(shares) of the basic and diluted earnings per share computations for earnings
before extraordinary item.
TWELVE MONTHS ENDED
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------
DECEMBER 25, 1998 DECEMBER 26, 1997
------------------------------------ ------------------------------------
EARNINGS EARNINGS
BEFORE BEFORE
EXTRAORDINARY PER-SHARE EXTRAORDINARY PER-SHARE
ITEM SHARES AMOUNT ITEM SHARES AMOUNT
------------ --------- ----------- ------------ --------- -----------
Basic EPS................................. $ 58,577 44,237 $ 1.32 $ 42,511 39,305 $ 1.08
----- -----
----- -----
Effect of Dilutive Securities:
Stock options........................... -- 778 -- 1,102
Convertible subordinated notes.......... 3,471 3,229 -- --
------------ --------- ------------ ---------
Diluted EPS............................... $ 62,048 48,244 $ 1.29 $ 42,511 40,407 $ 1.05
------------ --------- ----- ------------ --------- -----
------------ --------- ----- ------------ --------- -----
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There has been no change in the registrant's principal accountants during
the two most recent fiscal years or any subsequent interim time period.
50
PART III
ITEMS 10, 11, 12 AND 13.
Information regarding Executive officers of the Registrant is contained in
Part I. The remaining information required by Item 10 and the information
required by Items 11, 12 and 13 of this Part III is omitted because, no later
than 120 days from December 25, 1998, the Company will file and distribute its
definitive proxy statement containing the information required by such Items.
Such omitted information is incorporated herein by this reference.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
The following consolidated financial statements of Interim Services Inc. and
subsidiaries are filed as part of this Report:
PAGE
---------
Independent Auditors' Report........................................................... 29
Consolidated Statements of Earnings.................................................... 30
Consolidated Balance Sheets............................................................ 31
Consolidated Statements of Stockholders' Equity........................................ 32
Consolidated Statements of Cash Flows.................................................. 33
Notes to Consolidated Financial Statements............................................. 34
(2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedule is filed as part of this Report:
Schedule II--Valuation and Qualifying Accounts
Schedules not filed herewith are either not applicable, the information is
not material or the information is set forth in the financial statements or
notes thereto.
(3) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
EXHIBIT
NUMBER EXHIBIT NAME
- ----------- --------------------------------------------------------------------------------------------------------
3.1 Restated Certificate of Incorporation of the registrant, as last amended May 18, 1998, filed as Exhibit
3.1 to the registrant's Form 10-Q for the quarter ended June 26, 1998, is incorporated herein by
reference.
3.2 By-Laws of registrant, as amended, filed as Exhibit 3.2 to the registrant's Form 10-Q for the quarter
ended September 27, 1996, are incorporated herein by reference.
4.1 Form of Stock Certificate, filed as Exhibit 4.3 to the registrant's Form 10-K for the fiscal year ended
December 27, 1996, is incorporated herein by reference.
4.2 Rights Agreement dated as of March 17, 1994 between the registrant and Boatmen's Trust Company, filed as
Exhibit 1.1 to the registrant's Form 8-A filed April 11, 1994, is incorporated herein by reference.
4.3 Certificate of Designation, Preferences and Rights filed with the Secretary of State of the State of
Delaware, filed as Exhibit 2.1 to the registrant's Form 8-A filed April 11, 1994, is incorporated
herein by reference.
51
EXHIBIT
NUMBER EXHIBIT NAME
- ----------- --------------------------------------------------------------------------------------------------------
4.4 Amendment No. 1, dated as of June 26, 1996, to Rights Agreement dated March 17, 1994, between the
registrant, Boatmen's Trust Company and ChaseMellon Shareholder Services L.L.C., filed as Exhibit
4.1(A) to the registrant's Form 10-Q for the quarter ended September 27, 1996, is incorporated herein
by reference.
4.5 Amendment No. 2, dated as of February 25, 1997, to Rights Agreement dated March 17, 1994, between the
registrant and ChaseMellon Shareholder Services L.L.C., filed as Exhibit 4.1(B) to the registrant's
Form 10-Q for the quarter ended March 28, 1997, is incorporated herein by reference.
4.6 Articles Fourth, Fifth, Seventh, Eighth and Tenth of the Restated Certificate of Incorporation of the
registrant, as last amended May 18, 1998, filed as Exhibit 4.6 to the registrant's Form 10-Q for the
quarter ended June 26, 1998, are incorporated herein by reference.
4.7 Sections Four through Twelve and Thirty-five through Forty-one of the Bylaws of the registrant, as
amended, filed as part of Exhibit 4.2 to registrant's Form S-3 filed September 16, 1996, are
incorporated herein by reference.
4.8 Certificate of Increase of Shares Designated as Participating Preferred Stock, filed as Exhibit 2.2 to
the registrant's Form 8-A/A2, dated November 3, 1997, is incorporated herein by reference.
4.9 Indenture, including form of Notes, dated as of May 27, 1998, from the registrant to The Bank of New
York with respect to the registrant's 4 1/2% Convertible Subordinated Notes due 2005, issued or to be
issued pursuant to the registrant's Form S-3 dated April 23, 1998, filed on May 6, 1998, filed as
Exhibit 4.9 to the registrant's Form 10-Q for the quarter ended June 26, 1998, is incorporated herein
by reference.
4.10 Amendment No. 3, dated as of January 20, 1998, to Rights Agreement dated as of March 17, 1994, between
the registrant and ChaseMellon Shareholder Services L.L.C., is filed herewith as Exhibit 4.10.
10.1 1994 Stock Option Plan for Franchisees, Licensees and Agents, as amended, filed as Exhibit 10.4A to the
registrant's Form S-3, filed on July 12, 1995, is incorporated herein by reference.
10.2 Indemnification Agreement dated January 1, 1994, by and between Interim Services Inc. and H&R Block,
Inc., filed as Exhibit 10.8 to the registrant's Form S-1 dated November 5, 1993, is incorporated
herein by reference.
10.3 Employment Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Raymond
Marcy, is filed herewith as Exhibit 10.3.
10.4 Credit Agreement between the registrant and NationsBank dated as of May 1, 1997, filed as Exhibit 10.11
to the registrant's Form 10-Q for the quarter ended March 28, 1997, is incorporated herein by
reference.
10.5 Recommended Cash Offer dated March 14, 1997, by J.P. Morgan on behalf of Interim Services (UK) PLC, a
wholly-owned subsidiary of Interim Services Inc., for Michael Page Group PLC filed as Exhibit 10.12 to
the registrant's Form 10-Q for the quarter ended June 27, 1997, is incorporated herein by reference.
10.6 Interim Services Inc. 1997 Long Term Executive Compensation and Outside Directors Stock Option Plan,
filed as Exhibit I to the registrant's Proxy Statement dated April 10, 1997, is incorporated herein by
reference.
10.7 Interim Services Inc. Incentive Plan for 162(m) Executives, filed as Exhibit III to the registrant's
Proxy Statement dated April 10, 1997, is incorporated herein by reference.
52
EXHIBIT
NUMBER EXHIBIT NAME
- ----------- --------------------------------------------------------------------------------------------------------
10.8 Restated Stock Purchase Agreement, dated September 26, 1997 among Interim Services Inc., Catamaran
Acquisition Corp. and Cornerstone Equity Investors IV, L.P., filed as Exhibit 2.1 to the registrant's
Form 8-K dated September 26, 1997 and filed October 13, 1997, is incorporated herein by reference.
10.9 The Deferred Compensation Plan of Interim Services Inc., filed as Exhibit 4.1 to the registrant's Form
S-8 filed on July 23, 1997, is incorporated herein by reference.
10.10 The Interim Services Inc. Outside Directors' Compensation Plan dated July 1, 1998, is filed herewith as
Exhibit 10.10.
10.11 The 1997 Stock Purchase Assistance Plan for executives of the registrant, filed as Exhibit 10.16 to the
registrant's Form 10-K for the fiscal year ended December 26, 1997, is incorporated herein by
reference.
10.12 Amendment Agreement No. 1, dated as of June 1, 1997, to the Credit Agreement dated as of May 1, 1997,
between the registrant and NationsBank filed as Exhibit 10.17 to the registrant's Form 10-K for the
fiscal year ended December 26, 1997, is incorporated herein by reference.
10.13 Interim Services Inc. 1998 Stock Incentive Plan, filed as Exhibit B to the registrant's Proxy Statement
dated March 24, 1998, is incorporated herein by reference.
10.14 Amendment Agreement No. 2, dated as of May 21, 1998, to the Credit Agreement, dated as of May 1, 1997,
between the registrant and NationsBank, filed as Exhibit 10.15 to the registrant's Form 10-Q for the
quarter ended June 26, 1998, is incorporated herein by reference.
10.15 Amendment Agreement No. 3, dated as of May 21, 1998, to the Credit Agreement, dated as of May 1, 1997,
between the registrant and NationsBank, filed as Exhibit 10.16 to the registrant's Form 10-Q for the
quarter ended June 26, 1998, is incorporated herein by reference.
10.16 Recommended Cash Offer dated November 8, 1998 by Interim Services Australia Pty Limited, a wholly-owned
(indirect) subsidiary of Interim Services Inc. for Computer Power Group Limited is filed herewith as
Exhibit 10.16.
10.17 Amendment Agreement No. 4, dated as of October 8, 1998, to the Credit Agreement, dated as of May 1,
1997, as amended, between the registrant and NationsBank, is filed herewith as Exhibit 10.17.
10.18 Employment Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Robert E.
Livonius, is filed herewith as Exhibit 10.18.
10.19 Employment Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Roy G.
Krause, is filed herewith as Exhibit 10.19.
10.20 Employment Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Gary Peck,
is filed herewith as Exhibit 10.20.
10.21 Employment Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Robert
Evans, is filed herewith as Exhibit 10.21.
10.22 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and
Raymond Marcy, is filed herewith as Exhibit 10.22.
10.23 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and
Robert E. Livonius, is filed herewith as Exhibit 10.23.
53
EXHIBIT
NUMBER EXHIBIT NAME
- ----------- --------------------------------------------------------------------------------------------------------
10.24 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Roy
G. Krause, is filed herewith as Exhibit 10.24.
10.25 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Gary
Peck, is filed herewith as Exhibit 10.25.
10.26 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and
Robert Evans, is filed herewith as Exhibit 10.26.
11. See "Earnings Per Share" in the Notes to Consolidated Financial Statements included at page 50 herein.
21. Subsidiaries of Registrant is filed herewith as Exhibit 21.
23.1 Consent of Deloitte & Touche LLP.
27. Financial Data Schedule.
(b) REPORTS ON FORM 8-K
During the last quarter of the period covered by this report, no reports on
Form 8-K were filed.
(c) EXHIBITS FILED WITH THIS FORM
EXHIBIT
NUMBER EXHIBIT NAME
- ----------- --------------------------------------------------------------------------------------------------------
4.10 Amendment No. 3, dated as of January 20, 1998, to Rights Agreement dated as of March 17, 1994, between
the registrant and ChaseMellon Shareholder Services L.L.C.
10.3 Employment Agrement dated as of November 18, 1998, by and between Interim Services Inc. and Raymond
Marcy.
10.10 The Interim Services Inc. Outside Directors' Compensation Plan dated July 1, 1998.
10.16 Recommended Cash Offer dated November 8, 1998 by Interim Services Australia Pty Limited, a wholly-owned
(indirect) subsidiary of Interim Services Inc. for Computer Power Group Limited.
10.17 Amendment Agreement No. 4, dated as of October 8, 1998, to the Credit Agreement, dated as of May 1,
1997, as amended, between the registrant and NationsBank.
10.18 Employment Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Robert E.
Livonius.
10.19 Employment Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Roy G.
Krause.
10.20 Employment Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Gary Peck.
10.21 Employment Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Robert
Evans.
10.22 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and
Raymond Marcy.
10.23 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and
Robert E. Livonius.
10.24 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Roy
G. Krause.
54
EXHIBIT
NUMBER EXHIBIT NAME
- ----------- --------------------------------------------------------------------------------------------------------
10.25 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and Gary
Peck.
10.26 Change In Control Agreement dated as of November 18, 1998, by and between Interim Services Inc. and
Robert Evans.
21. Subsidiaries of Registrant.
23.1 Consent of Deloitte & Touche LLP.
27. Financial Data Schedule.
(d) OTHER FINANCIAL STATEMENTS
There were no other financial statements of the type described in
subparagraph (d) of Item 14 of Part IV required to be filed herein.
55
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
INTERIM SERVICES INC.
March 12, 1999 By /s/ RAYMOND MARCY
-----------------------------------------
Raymond Marcy,
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
SIGNATURE TITLE
- ------------------------------ ------------------------------
/s/ STEVEN S. ELBAUM
- ------------------------------ Director
Steven S. Elbaum
/s/ WILLIAM F. EVANS
- ------------------------------ Director
William F. Evans
/s/ JEROME B. GROSSMAN
- ------------------------------ Director
Jerome B. Grossman
/s/ CINDA A. HALLMAN
- ------------------------------ Director
Cinda A. Hallman
/s/ RAYMOND MARCY
- ------------------------------ Director
Raymond Marcy
/s/ J. IAN MORRISON
- ------------------------------ Director
J. Ian Morrison
/s/ A. MICHAEL VICTORY
- ------------------------------ Director
A. Michael Victory
(Signed as to each on March 12, 1999)
56
SIGNATURE TITLE
- ------------------------------ ------------------------------
/s/ RAYMOND MARCY Chairman, President and Chief
- ------------------------------ Executive Officer (principal
Raymond Marcy executive officer)
Executive Vice President and
/s/ ROY G. KRAUSE Chief Financial Officer
- ------------------------------ (principal financial
Roy G. Krause officer)
/s/ MARK W. SMITH Vice President Finance
- ------------------------------ (principal accounting
Mark W. Smith officer)
(Signed as to each on March 12, 1999)
57
INTERIM SERVICES INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS (amounts in thousands)
COLUMN C
COLUMN B ADDITIONS COLUMN E
----------- ------------------------ -----------
COLUMN A BALANCE AT CHARGED TO CHARGED TO COLUMN D BALANCE AT
- ---------------------------------------------------- BEGINNING COSTS AND OTHER ----------- END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ---------------------------------------------------- ----------- ----------- ----------- ----------- -----------
YEAR ENDED DECEMBER 27, 1996
Allowance for doubtful accounts..................... $ (2,176) $ (2,445) $ -- $ 1,598 $ (3,023)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Accumulated Amortization:
Goodwill.......................................... $ (32,518) $ (8,241) $ (34) $ 15 $ (40,778)
Tradenames........................................ (251) (58) -- -- (309)
Other............................................. (2,930) (503) (104) -- (3,537)
----------- ----------- ----------- ----------- -----------
$ (35,699) $ (8,802) $ (138) $ 15 $ (44,624)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
YEAR ENDED DECEMBER 26, 1997
Allowance for doubtful accounts..................... $ (3,023) $ (4,863) $ (2,274) $ 4,931 $ (5,229)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Accumulated Amortization:
Goodwill.......................................... $ (40,778) $ (14,193) $ (117) $ 14,686 $ (40,402)
Tradenames........................................ (309) (3,877) (67) 111 (4,142)
Other............................................. (3,537) (422) -- 1,259 (2,700)
----------- ----------- ----------- ----------- -----------
$ (44,624) $ (18,492) $ (184) $ 16,056 $ (47,244)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
YEAR ENDED DECEMBER 25, 1998
Allowance for doubtful accounts..................... $ (5,229) $ (6,946) $ (363) $ 3,601 $ (8,937)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Accumulated Amortization:
Goodwill.......................................... $ (40,402) $ (16,828) $ (43) $ 12 $ (57,261)
Tradenames........................................ (4,142) (5,558) (25) 204 (9,521)
Other............................................. (2,700) (164) -- 2,312 (552)
----------- ----------- ----------- ----------- -----------
$ (47,244) $ (22,550) $ (68) $ 2,528 $ (67,334)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
58
EXHIBIT 21
---------
SUBSIDIARIES OF INTERIM SERVICES INC.
------------------------------------------
Following is a list of the direct and indirect subsidiaries of Interim Services
Inc., a Delaware corporation. Certain inactive subsidiaries have been excluded
from the list below as such subsidiaries, when considered in the aggregate as
one subsidiary, would not constitute a "significant subsidiary." All active
subsidiaries do business under their corporate name listed below, or close
derivatives thereof, except where indicated otherwise:
Interim Accounting Personnel Inc........................................ Texas (1)*
Interim Career Services Inc............................................. Delaware (1)*
Interim Financial Corporation........................................... Delaware (1)
Interim Legal Services Inc.............................................. Florida (1)*
Interim Personnel Inc................................................... Florida (1)*
Interim Real Estate Solutions Inc....................................... Florida (1)
Interim Services (Europe) Inc........................................... Delaware (1)
Interim Technology Inc. (n/k/a Interim U.S. Inc.)....................... Florida (1)
Interim Technology (UK) Limited......................................... United Kingdom (1)
Michael Page International Inc.......................................... Delaware (1)
Rich Field Agency, Inc.................................................. Florida (1)
Saratoga Institute, Inc................................................. California (1)
Spectrum Financial Corporation.......................................... Delaware (1)
Spectrum Insurance Company Ltd.......................................... Cayman Islands (1)
Michael Page International Pte Ltd...................................... Singapore (1)
HR Easy, Inc............................................................ North Carolina (1)
Interim Services Atlantic LLC........................................... Delaware (2)
Interim Services Pacific LLC............................................ Delaware (2)
Interim Technology (Asia) Pte Ltd....................................... Singapore (3)
Michael Page Group Plc.................................................. United Kingdom (4)
Interim UK Limited...................................................... United Kingdom (4)
Ago Uitzendbureau B.V................................................... Netherlands (5)
Interim Services Australia Pty Limited.................................. Australia (5)
Interplan Uitzenbureau Voor Kantoorpersoneel B.V. d/b/a Interim
Uitzenbureau.......................................................... Netherlands (5)
Interplan Uitzenbureau Voor Technisch & Industriel Personeel B.V. d/b/a
Interim Uitzenbureau.................................................. Netherlands (5)
Interim Detachering B.V. (f/k/a Allround Data B.V. d/b/a Interim
Uitzenbureau)......................................................... Netherlands (5)
Interim Industrie B.V. (f/k/a Allround Industrie B.V. d/b/a Interim
Uitzenbureau)......................................................... Netherlands (5)
Interim Registratie B.V. (f/k/a Allround Registratie B.V. d/b/a Interim
Uitzenbureau)......................................................... Netherlands (5)
Interim Services Netherlands B.V. (f/k/a Allround Uitzenburo B.V. d/b/a
Interim Uitzenbureau)................................................. Netherlands (5)
Ouranos Informatica Groep B.V........................................... Netherlands (5)
Michael Page Recruitment Group Ltd...................................... United Kingdom (6)
59
Plusbox Limited......................................................... United Kingdom (6)
Michael Page Holdings Ltd............................................... United Kingdom (7)
Accountancy Additions Ltd............................................... United Kingdom (8)
Accountancy Additions (North) Ltd....................................... United Kingdom (8)
Michael Page UK Ltd..................................................... United Kingdom (8)
Michael Page Ltd........................................................ United Kingdom (9)
Sales Recruitment Specialist Ltd........................................ United Kingdom (9)
Questor International Ltd............................................... United Kingdom (9)
Michael Page International (Italia) SRL................................. Italy (10)
Michael Page (Espana) SA................................................ Spain (10)
Michael Page International (France) SA.................................. France (10)
Page Interim SA......................................................... Spain (10)
Michael Page International (Australia) Pty Ltd.......................... Australia (10)
Michael Page International (Deutschland) GmbH........................... Germany (10)
Michael Page International (Hong Kong) Ltd.............................. Hong Kong (10)
Michael Page International (Nederland) B.V.............................. Netherlands (10)
Michael Page International (New Zealand) Ltd............................ New Zealand (10)
Page Interim SA......................................................... France (11)
Page Interim (Banking) EURL............................................. France (12)
Page Interim (East) EURL................................................ France (12)
Page Interim (South) EURL............................................... France (12)
Page Interim (West) EURL................................................ France (12)
Business Interim EURL................................................... France (12)
Compagnie Du Recrutor EURL.............................................. France (13)
Societe Des Nouveaux Recruteurs EURL.................................... France (13)
Michael Page Advertising SA............................................. France (13)
Michael Page Services EURL.............................................. France (13)
Les Recrutuers Renunis EURL............................................. France (13)
Michael Page Informatique EURL.......................................... France (13)
Crone Corkill Group PLC................................................. United Kingdom (14)
C.C. Agency Services Limited............................................ United Kingdom (15)
Crone Corkill Limited................................................... United Kingdom (15)
Interim Office Professionals Limited (f/k/a Hobstones Limited).......... United Kingdom (15)
Interim Technology Limited (f/k/a Westwood Young Limited)............... United Kingdom (15)
Interim On-Premise (UK) Ltd............................................. United Kingdom (15)
ONS Nederlanse Software Bedrijf (ONS) B.V............................... Netherlands (16)
Maintain Software Management B.V........................................ Netherlands (17)
Pontos Project Managemens B.V........................................... Netherlands (18)
Q&B Serving the Client B.V.............................................. Netherlands (18)
Ouranos Enterprises to be B.V........................................... Netherlands (18)
Kronos Software Engineering B.V......................................... Netherlands (19)
Novos Joined IT Generations B.V......................................... Netherlands (20)
Novos Noord Nederland B.V............................................... Netherlands (21)
Screenup Client Engineering B.V......................................... Netherlands (22)
60
Maintain Operational Services B.V....................................... Netherlands (23)
Computer Power Group Limited............................................ Australia (24)
Computer Power Pty Ltd.................................................. Australia (25)
Computer People Pty Ltd................................................. Australia (25)
Computer Power Education Pty Ltd........................................ Australia (25)
Equus People Pty Ltd.................................................... Australia (25)
Emppay Pty Ltd.......................................................... Australia (25)
CP Software Export Pty Ltd.............................................. Australia (25)
Parity People Pty Ltd................................................... Australia (25)
Edilina Pty Ltd......................................................... Australia (25)
Computer Power Group (S) Pte Ltd........................................ Singapore (25)
MTE Management Technology Education Pty Ltd............................. Australia (26)
Computer Power Education Pty Ltd........................................ New Zealand (26)
MTE Management Technology Education Pty Ltd............................. New Zealand (26)
Parity People Pty Ltd................................................... New Zealand (27)
CP International Limited................................................ Hong Kong (28)
Computer Power Educational Services Limited............................. Hong Kong (28)
DP Recruitment Services (S) Pte Ltd..................................... Singapore (28)
CPG Computer Power Group (M) SDN BHD.................................... Malaysia (28)
Interim Services Worldwide Holding B.V.................................. Netherlands (29)
- ------------------------
* Merged with and into Interim Technology Inc., n/k/a Interim U.S. Inc., a
Florida corporation, effective as of 12:01 a.m. on December 26, 1998.
NOTES TO SUBSIDIARIES OF INTERIM SERVICES INC.:
1. Subsidiary of Interim Services Inc.
2. Sole member is Interim Technology Inc., n/k/a Interim U.S. Inc.
3. Subsidiary of Interim Technology Inc., n/k/a Interim U.S. Inc. (50%) and
third party (50%)
4. Subsidiary of Interim Services (Europe) Inc.
5. Subsidiary of Interim Services Worldwide Holding B.V.
6. Subsidiary of Michael Page Group Plc
7. Subsidiary of Michael Page Recruitment Group Ltd.
8. Subsidiary of Michael Page Partnership Ltd. (an inactive subsidiary)
9. Subsidiary of Michael Page (UK) Ltd.
10. Subsidiary of Michael Page International Holdings Ltd.
11. Subsidiary of LPM Professional Recruitment Ltd. (an inactive subsidiary)
12. Subsidiary of Page Interim SA (France)
13. Subsidiary of Michael Page International (France) SA
14. Subsidiary of Plusbox Limited
15. Subsidiary of Crone Corkill Group PLC
61
16. Subsidiary of Ouranos Informatica Groep B.V. (25%) and third parties (75%)
17. Subsidiary of Ouranos Informatica Groep B.V. (70.5%) and Interim Services
Worldwide Holding B.V. (29.5%)
18. Subsidiary of Ouranos Informatica Groep B.V.
19. Subsidiary of Ouranos Informatica Groep B.V. (100% A Shares, 100% B Shares,
60% C Shares) and Interim Services Worldwide Holding B.V. (40% C Shares)
20. Subsidiary of Ouranos Informatica Groep B.V. (60%) and Interim Services
Worldwide Holding B.V. (40%)
21. Subsidiary of Novos Joined IT Generations B.V. (80%) and Interim Services
Worldwide Holding B.V. (20%)
22. Subsidiary of Ouranos Informatica Groep B.V. (65%) and Interim Services
Worldwide Holding B.V. (35%)
23. Subsidiary of Maintain Software Management B.V.
24. Subsidiary of Interim Services Australia Pty Limited
25. Subsidiary of Computer Power Group Limited
26. Subsidiary of Computer Power Education Pty Ltd
27. Subsidiary of Parity People Pty Ltd (Australia)
28. Subsidiary of Computer Power Group (S) Pte Ltd
29. Subsidiary of Atrium (NL-A) Inc., f/k/a Interim Temporary Personnel Inc.
(an active subsidiary)
62