-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, JcLF80mVe/F520ADujXVVel/F+dNtT7BfsQPAL31kJu+KmdcXL0ureSCRTw16nUn eA29vDhy3pvS/WK6ofOOOw== 0000912057-95-003396.txt : 19950511 0000912057-95-003396.hdr.sgml : 19950511 ACCESSION NUMBER: 0000912057-95-003396 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950509 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALF ROBERT INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000315213 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 941648752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10427 FILM NUMBER: 95535783 BUSINESS ADDRESS: STREET 1: 2884 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4158549700 MAIL ADDRESS: STREET 1: 2884 SAND HILL ROAD STREET 2: STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: BOOTHE FINANCIAL CORP /DE/ DATE OF NAME CHANGE: 19870721 FORMER COMPANY: FORMER CONFORMED NAME: BOOTHE INTERIM CORP DATE OF NAME CHANGE: 19600201 10-Q 1 10-Q - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-Q (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO _______________ . --------------------- COMMISSION FILE NUMBER 1-10427 ROBERT HALF INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE 94-1648752 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 94025 2884 SAND HILL ROAD SUITE 200 MENLO PARK, CALIFORNIA (Address of principal executive offices) (zip-code)
Registrant's telephone number, including area code: (415) 854-9700 ------------------------ 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) had been subject to such filing requirements for the past 90 days. Yes _X_ No ____ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of April 30, 1995: 28,383,430 shares of $.001 par value Common Stock - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
MARCH 31, DECEMBER 1995 31, 1994 ----------- ----------- (UNAUDITED) ASSETS: Cash and cash equivalents.......................................... $ 14,944 $ 2,638 Accounts receivable, less allowances of $2,682 and $2,600.......... 68,353 60,025 Other current assets............................................... 5,744 5,040 ----------- ----------- Total current assets............................................. 89,041 67,703 Intangible assets, less accumulated amortization of $29,395 and $28,243........................................................... 151,666 152,824 Other assets....................................................... 7,750 7,234 ----------- ----------- Total assets..................................................... $ 248,457 $ 227,761 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY: Accounts payable and accrued expenses.............................. $ 8,383 $ 7,232 Accrued payroll costs.............................................. 25,355 19,133 Income taxes payable............................................... 4,835 2,181 Current portion of notes payable and other indebtedness............ 859 1,081 ----------- ----------- Total current liabilities........................................ 39,432 29,627 Notes payable and other indebtedness, less current portion......... 2,336 3,133 Deferred income taxes.............................................. 18,888 18,006 ----------- ----------- Total liabilities.................................................. 60,656 50,766 STOCKHOLDERS' EQUITY: Common stock, $.001 par value; authorized -- 100,000,000 shares; issued and outstanding -- 28,369,189 and 28,152,201 shares...... 28 28 Capital surplus.................................................. 87,374 82,655 Deferred compensation............................................ (8,184) (5,533) Accumulated translation adjustments.............................. (196) (541) Retained earnings................................................ 108,779 100,386 ----------- ----------- Total stockholders' equity..................................... 187,801 176,995 ----------- ----------- Total liabilities and stockholders' equity....................... $ 248,457 $ 227,761 ----------- ----------- ----------- -----------
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 1 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31, ---------------------- 1995 1994 ----------- --------- (UNAUDITED) Net service revenues.................................................................. $ 144,739 $ 99,896 Direct costs of services, consisting of payroll, payroll taxes and insurance costs for temporary employees.................................................................. 88,700 61,272 ----------- --------- Gross margin.......................................................................... 56,039 38,624 Selling, general and administrative expenses.......................................... 39,285 27,175 Amortization of intangible assets..................................................... 1,152 1,129 Interest expense...................................................................... 100 494 ----------- --------- Income before income taxes............................................................ 15,502 9,826 Provision for income taxes............................................................ 6,497 4,222 ----------- --------- Net income............................................................................ $ 9,005 $ 5,604 ----------- --------- ----------- --------- Net income per share.................................................................. $ .31 $ .20 ----------- --------- ----------- ---------
Share and per share amounts for the three months ended March 31, 1994 have been restated to retroactively reflect the two-for-one stock split effected in the form of a stock dividend in August 1994. The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 2 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, ---------------------- 1995 1994 ----------- --------- (UNAUDITED) COMMON STOCK: Balance at beginning of period........................................................ $ 28 $ 26,837 Issuance of restricted stock, net -- par value........................................ -- 150 Exercise of stock options -- par value................................................ -- 126 Repurchases of common stock -- par value.............................................. -- (12) ----------- --------- Balance at end of period.............................................................. $ 28 $ 27,101 ----------- --------- ----------- --------- CAPITAL SURPLUS: Balance at beginning of period........................................................ $ 82,655 $ 33,113 Issuance of restricted stock, net -- excess over par value............................ 3,290 1,834 Exercises of stock options -- excess over par value................................... 729 538 Tax benefits from exercises of stock options.......................................... 700 480 ----------- --------- Balance at end of period.............................................................. $ 87,374 $ 35,965 ----------- --------- ----------- --------- DEFERRED COMPENSATION: Balance at beginning of period........................................................ $ (5,533) $ (2,113) Issuance of restricted stock, net..................................................... (3,290) (1,984) Amortization of deferred compensation................................................. 639 370 ----------- --------- Balance at end of period.............................................................. $ (8,184) $ (3,727) ----------- --------- ----------- --------- ACCUMULATED TRANSLATION ADJUSTMENTS: Balance at beginning of period........................................................ $ (541) $ (589) Translation adjustments............................................................... 345 (104) ----------- --------- Balance at end of period.............................................................. $ (196) $ (693) ----------- --------- ----------- --------- RETAINED EARNINGS: Balance at beginning of period........................................................ $ 100,386 $ 76,354 Repurchases of common stock -- excess over par value.................................. (612) (181) Net income............................................................................ 9,005 5,604 ----------- --------- Balance at end of period.............................................................. $ 108,779 $ 81,777 ----------- --------- ----------- ---------
Share and per share amounts for the three months ended March 31, 1994 have been restated to retroactively reflect the two-for-one stock split effected in the form of a stock dividend in August 1994. The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 3 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, -------------------- 1995 1994 --------- --------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income.............................................................................. $ 9,005 $ 5,604 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of intangible assets..................................................... 1,152 1,129 Depreciation expense.................................................................. 725 630 Deferred income taxes................................................................. 656 301 Changes in assets and liabilities, net of effects of acquisitions: Increase in accounts receivable..................................................... (8,328) (6,336) Increase in accounts payable, accrued expenses and accrued payroll costs............ 7,373 2,509 Increase in income tax payable...................................................... 2,654 1,839 Change in other assets, net of change in other liabilities.......................... 394 890 --------- --------- Total adjustments....................................................................... 4,626 962 --------- --------- Net cash and cash equivalents provided by operating activities.......................... 13,631 6,566 CASH FLOWS USED IN INVESTING ACTIVITIES: Acquisitions, net of cash acquired.................................................... -- (1,955) Capital expenditures.................................................................. (1,123) (657) --------- --------- Cash and cash equivalents used in investing activities.................................. (1,123) (2,612) CASH FLOWS USED IN FINANCING ACTIVITIES: Borrowings under credit agreement..................................................... -- 21,300 Repayments under credit agreement..................................................... -- (26,400) Repurchases of common stock or common stock equivalents............................... (612) (192) Principal payments on notes payable and other indebtedness............................ (1,019) (79) Proceeds and tax benefits from exercise of stock options.............................. 1,429 1,143 --------- --------- Net cash and cash equivalents used in financing activities.............................. (202) (4,228) --------- --------- Net increase (decrease) in cash and cash equivalents.................................... 12,306 (274) Cash and cash equivalents at beginning of period........................................ 2,638 1,773 --------- --------- Cash and cash equivalents at end of period.............................................. $ 14,944 $ 1,499 --------- --------- --------- --------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest.............................................................................. $ 234 $ 433 Income taxes.......................................................................... 2,401 1,384 Acquisitions: Fair value of assets acquired -- Intangible assets................................................................... -- $ 2,021 Other............................................................................... -- 554 Liabilities incurred -- Notes payable and contracts......................................................... -- (600) Other............................................................................... -- (20) --------- --------- Cash paid, net of cash acquired....................................................... -- $ 1,955 --------- --------- --------- ---------
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements. 4 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1995 (UNAUDITED) NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION. The Consolidated Financial Statements include the accounts of Robert Half International Inc. (the "Company") and its subsidiaries, all of which are wholly-owned. The company is a Delaware corporation. All significant intercompany balances have been eliminated. Certain reclassifications have been made to the 1994 financial statements to conform to the 1995 presentation. INTERIM FINANCIAL INFORMATION. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in management's opinion, include all adjustments necessary for a fair statement of results for such interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules or regulations; however, the Company believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three months ended March 31, 1995, and 1994 are not necessarily indicative of the results for the full year. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. REVENUE RECOGNITION. Temporary service revenues are recognized when the services are rendered by the Company's temporary employees. Permanent placement revenues are recognized when employment candidates accept offers of permanent employment. Allowances are established to estimate losses due to placed candidates not remaining in employment for the Company's guarantee period, typically 90 days. FOREIGN CURRENCY TRANSLATION. Foreign income statement items are translated at the monthly average exchange rates prevailing during the period. Foreign balance sheets are translated at the current exchange rates at the end of the period, and the related translation adjustments are recorded as part of Stockholders' Equity. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of income. CASH AND CASH EQUIVALENTS. For purposes of the Consolidated Statements of Cash Flows, the Company classifies all highly-liquid investments with a maturity of three months or less as cash equivalents. INTANGIBLE ASSETS. Intangible assets represent the cost of acquired companies in excess of the fair market value of their net tangible assets at the acquisition date, and are being amortized on a straight-line basis over a period of 40 years. The carrying value of intangible assets is periodically reviewed by the Company and impairments are recognized when the expected future operating cash flows derived from such intangible assets are less than their carrying value. Based upon its most recent analysis, the Company believes that no material impairment of intangible assets exist at March 31, 1995. INCOME TAXES. Deferred taxes are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. NOTE B -- STOCKHOLDERS' EQUITY In August 1994, the Company effected a two-for-one stock split in the form of a stock dividend. All share and per share amounts have been restated to retroactively reflect the two-for-one stock split. On June 27, 1994, the stockholders of the Company authorized a reduction in par value from $1 per share to $.001 per share on both classes of shares. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR EACH OF THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994. Net service revenues increased approximately 44.9% during the first quarter of 1995 compared to the same period in 1994. Temporary service revenues increased approximately 45.1% during the three months ended March 31, 1995, relative to the three months ended March 31, 1994. Permanent placement revenues increased 42.8% during the comparable three months ending March 31, 1995 and 1994. The revenue comparisons reflect continued improvement in the demand for the Company's specialized staffing services. Gross margin dollars increased 45.1% during the three month period ending March 31, 1995, compared with the corresponding three month period ending March 31, 1994. Gross margin amounts equaled 38.7% of revenue for both three month periods ending March 31, 1995 and 1994. Selling, general and administrative expenses were approximately $39 million during the three months ended March 31, 1995 compared to approximately $27 million during the three months ended March 31, 1994. Selling, general and administrative expenses as a percentage of revenues was 27.1% in 1995 compared to 27.2% in 1994. Interest expense for the three months ended March 31, 1995 decreased 79.8% over the comparable 1994 period due to reduction in outstanding indebtedness in 1995. The provision for income taxes for the three months ended March 31, 1995, was 41.9% compared to 43.0% of income before taxes for the same period in 1994. The decrease in 1995 is the result of a smaller percentage of non-deductible intangible expenses relative to income. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 1995 the Company's sources of liquidity included approximately $14.9 million in cash and cash equivalents and $49.6 million in net working capital. In addition, as of March 31, 1995 $77.5 million is available for borrowing under the Company's $77.5 million bank revolving credit facility at interest rates of either the Eurodollar rate plus 1% or at prime. The Company's liquidity during the first quarter of 1995 has increased by $13.6 million from funds generated by operating activities. The Company's working capital requirements consist primarily of the financing of accounts receivable. While there can be no assurances in this regard, the Company expects that internally generated cash plus the bank revolving line of credit will be sufficient to support the working capital needs of the Company's offices, fixed payments and other long-term obligations. 6 PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits.
EXHIBIT NO. EXHIBIT - ----------- --------------------------------------------------------------------------------- 10.1 Ninth Amendment to Employment Agreement between the Registrant and Harold M. Messmer, Jr. 10.2 Seventh Amendment to Retirement Agreement between the Registrant and Harold M. Messmer, Jr. 11 Computation of Per Share Earnings. 27 Financial Data Schedule.
(b) The Registrant filed no current reports on Form 8-K during the quarter covered by this report. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROBERT HALF INTERNATIONAL INC. (Registrant) Date: May 9, 1995 /s/ M. KEITH WADDELL ---------------------------------------- M. Keith Waddell Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and duly authorized signatory) 8 EX-10.1 2 EXHIBIT 10.1 Exhibit 10.1 NINTH AMENDMENT TO EMPLOYMENT AGREEMENT This Ninth Amendment to Employment Agreement is made and entered into by and between Robert Half International Inc. (formerly Boothe Financial Corporation), a Delaware corporation, ("Corporation") and Harold M. Messmer, Jr. ("Officer"). 1. The Employment Agreement dated as of October 2, 1985, as amended, between Corporation and Officer (the "Employment Agreement") is hereby amended as follows: (a) Section 3.1 is amended to read in its entirety as follows: "3.1 BASE SALARY. As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a "Base Salary", in equal semi- monthly installments, as determined by the Board of Directors. Effective as of January 1, 1995, the Base Salary shall in no event be less than $375,847 per annum." (b) Section 3.6 is deleted. 2. In all other respects, the Employment Agreement is hereby ratified and confirmed. IN WITNESS WHEREOF, the parties hereto have executed this agreement on April 25, 1995. ROBERT HALF INTERNATIONAL INC. By M. KEITH WADDELL ------------------------- M. Keith Waddell Senior Vice President, and Chief Financial Officer HAROLD M. MESSMER, JR. ------------------------ Harold M. Messmer, Jr. EX-10.2 3 EXHIBIT 10.2 Exhibit 10.2 SEVENTH AMENDMENT TO RETIREMENT AGREEMENT This Seventh Amendment to the Key Executive Retirement Plan - Level II Agreement dated November 14, 1985 (the "Retirement Agreement") between Robert Half International Inc. (formerly Boothe Financial Corporation), a Delaware corporation, ("Corporation") and Harold M. Messmer, Jr. ("Messmer") is entered into as of April 19, 1995. 1. The Retirement Agreement is hereby amended as follows: (a) Section 1(e) is deleted. (b) Section 1(f) is amended to read in its entirety as follows: "(f)(1) "Salary" with respect to any year means the greater of (i) the actual cash base salary paid to Participant during such year or (ii) the amount calculated by taking an amount equal to Participant's base salary on May 31, 1991, and increasing such amount on a compound basis on each anniversary of such date through such year by a percentage equal to (A) the annual percentage increase in the Consumer Price Index for the last calendar year (the "Index Change"), if the Index Change was between 4% and 10%, (B) 4%, if the Index Change was less than 4% or (C) 10%, if the Index Change was greater than 10%. "(f)(2) "Bonus" with respect to any year means (i) any cash bonus paid to Participant with respect to such year and (ii) if pursuant to any contract, plan or agreement, non-cash compensation (including but not limited to shares of stock) is paid in lieu of all or a portion of an earned cash bonus, the amount of cash that would otherwise have been paid. "(f)(3) "Covered Compensation" means (i) one-twelfth of Participant's highest combination of Salary and Bonus with respect to any of the five years prior to the date his employment with the Company and any of its subsidiaries and affiliates terminates plus (ii) $2,500." (c) The first sentence of Section 1(g) is amended by inserting "or (iii) any annuity purchased hereunder" at the end thereof. (d) Section 2(a) is amended by deleting all portions thereof appearing after the words "for any reason". (e) The first sentence of Section 2(b)(i) is amended by deleting "Salary" and inserting "Covered Compensation" in its place. (f) Section 2(c)(iv) is deleted. (g) The following Section 7 is added: "SECTION 7. RABBI TRUST; ANNUITIES. "(a) Participant may upon written notice direct the Company to establish an irrevocable "grantor trust" in the form of the Internal Revenue Service's model rabbi trust set forth in Revenue Procedure 92-64. Upon the establishment of the irrevocable trust, the Company will deposit with the trustee cash or property (reasonably acceptable to the Participant) in the amount necessary to fund the then current actuarial value of the Company's obligations under this Agreement that have not previously been satisfied by the purchase of annuities for participant or otherwise. Thereafter, within 60 days prior or subsequent to each three year anniversary of the establishment of the trust, the Company will deposit with the trustee additional cash or property (reasonably acceptable to the Participant) necessary to fund the then current actuarial value of any benefit obligations that have not been previously satisfied by the purchase of annuities, funding of the trust or otherwise. To the extent that the Company may be obligated pursuant to the terms hereof or any other agreement to purchase annuities or make any other arrangements for Participant from time-to-time prior to the termination of employment with respect to the obligations of Company contained herein, the amount to be expended by the Company pursuant to any such obligation to purchase any such annuity or make any other arrangement shall be reduced by the then current fair market value of any rabbi trust established hereunder or otherwise. "(b) Upon the written request of Participant subsequent to January 1, 1999, but not more than once in any three year period, the Company shall expend not more than the amount then reserved on the Company's books with respect to obligations of the Company to Participant pursuant to this Agreement to purchase an annuity to offset the then current actuarial value of the obligations of the Company pursuant hereto (as provided through Sixth Amendment to Retirement Agreement effective December 23, 1993, but excluding the effects of changes effected by or subsequent to the Seventh Amendment to Retirement Agreement unless the benefits provided by the Seventh Amendment or -2- subsequent amendments shall be fully tax deductible) in excess of the sum of the then current actuarial value of previously purchased annuities, the then current fair market value of any rabbi trust established pursuant hereto or otherwise or the then current value of any other arrangement; such annuity to commence payment to Participant on the first day of the fourth month following the date of request and to pay benefits to Participant or his beneficiaries monthly until the later to occur of (a) the death of Participant and (b) the 180th monthly payment pursuant to such annuity. In addition, the Company shall purchase an annuity on substantially such terms and conditions upon termination of Participant's employment to fund any remaining obligations of the Company to Participant pursuant hereto, as may be provided hereby as of the date of termination. Alternatively, at the request of Participant, the Company shall pay Participant in a lump sum the amount that would otherwise have been expended to purchase such annuity following termination of employment in full satisfaction of all obligations hereunder. As a condition to the purchase of any annuity, Participant shall execute an agreement substantially in the form of the First Amendment to Agreement relating hereto entered into as of December 1, 1988, between the Company and Participant affirming that benefits pursuant to the Retirement Agreement, as amended, shall be reduced by reason of the benefits payable pursuant to the annuity, as provided therein. Upon the delivery of an annuity or lump sum payment following termination of employment in full satisfaction of the Company's obligations hereunder, the Company may recover the assets of any rabbi trust established pursuant hereto or otherwise. The obligations with respect to annuities provided herein supersede the provisions of Section 3.6 of the Employment Agreement dated as of October 2, 1985, as amended, between the Company and Participant, the provisions of which Section 3.6 are of no further force or effect." 2. In all other respects, the Retirement Agreement is ratified and confirmed. -3- IN WITNESS WHEREOF, the parties hereto have executed this agreement on April 25, 1995. ROBERT HALF INTERNATIONAL INC. By M. KEITH WADDELL -------------------------------- M. Keith Waddell Senior Vice President and Chief Financial Officer HAROLD M. MESSMER, JR. -------------------------------- Harold M. Messmer, Jr. -4- EX-11 4 EXHIBIT 11 EXHIBIT 11 ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31, ------------------ 1995 1994 ---------- --------- (UNAUDITED) INCOME.............................................. $ 9,005 $ 5,604 ---------- --------- ---------- --------- WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: PRIMARY: Common stock..................................... 28,303 27,037 Common stock equivalents Stock options (A)................................ 978 888 ---------- --------- Primary shares outstanding....................... 29,281 27,925 ---------- --------- ---------- --------- FULLY DILUTED: Common stock..................................... 28,303 27,037 Common stock equivalents Stock options (A)................................ 1,034 901 ---------- --------- Fully diluted shares outstanding................. 29,337 27,938 ---------- --------- ---------- --------- INCOME PER SHARE: Primary............................................. $ .31 $ .20 Fully diluted....................................... $ .31 $ .20 - ---------------- The treasury stock method was used to determine the weighted average number of shares of common sotck equivalents outstanding during the periods.
EX-27 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS 12-MOS DEC-31-1994 DEC-31-1994 JAN-01-1994 JAN-01-1994 MAR-31-1994 DEC-31-1994 14,944 2,638 0 0 68,353 60,025 2,682 2,600 0 0 89,041 67,703 0 0 0 0 248,457 227,761 39,432 29,627 2,336 3,133 28 28 0 0 0 0 187,801 176,995 248,457 227,761 0 0 144,739 446,328 0 0 88,700 273,327 1,152 4,584 0 0 100 1,570 15,502 45,207 6,497 19,090 9,005 26,117 0 0 0 0 0 0 9,005 26,117 .31 .92 .31 .92
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