-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKx3v/NOvewCsb+Ov1NwKF1MGw9Iiy1xrJWU2feVx8afX396wv+0Ap/5RMkKoK8G KZm3kL4T12Q55rvg7uqlSw== 0000950144-96-002010.txt : 19960510 0000950144-96-002010.hdr.sgml : 19960510 ACCESSION NUMBER: 0000950144-96-002010 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960304 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960509 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROMAC INTERNATIONAL INC CENTRAL INDEX KEY: 0000930420 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 593264661 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26058 FILM NUMBER: 96558548 BUSINESS ADDRESS: STREET 1: 120 W HYDE PARK PL STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33606 BUSINESS PHONE: 8132588855 MAIL ADDRESS: STREET 1: 120 W HYDE PARK PLACE STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33606 8-K/A 1 ROMAC INTERNATIONAL, INC. FORM 8-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 1996 ROMAC INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 0-26058 59-3264661 ------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 120 West Hyde Park Place, Suite 200, Tampa, Florida 33606 - -------------------------------------------------------------------------------- Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (813)-258-8855 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name of former address, if changed since last report.) 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Romac International, Inc. hereby amends its current report on Form 8-K dated March 4, 1996 (filed on March 19, 1996) to include the financial statements and exhibits referenced below.
a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. PAGE ---- Independent Certified Public Accountant Report on the Financial Statements 6 Balance Sheets as of December 31, 1994 and 1995 7 Statements of Operations and Retained Earnings for Years Ended December 31, 1994 and 1995 8 Statements of Cash Flow for Years Ended December 31, 1994 and 1995 9 Notes to Financial Statements 10 b) PRO FORMA FINANCIAL INFORMATION Introduction to Unaudited Pro Forma Consolidated Financial Information 12 Pro Forma Consolidated Balance Sheet as of December 31, 1995 (Unaudited) 13 Notes to Pro Forma Consolidated Balance Sheet as of December 31, 1995 (Unaudited) 14 Pro Forma Consolidated Statement of Operations for the years ended December 31, 1995 (Unaudited) 15 [Notes to Pro Forma Consolidated Statements of Operations for the year ended December 31, 1995 (Unaudited) 16 c) EXHIBITS Exhibits 23.1-Consent of Robert J. Dennehy
3 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 hereunto duly authorized. ROMAC INTERNATIONAL, INC. (Registrant) By: /s/ Peter Dominici --------------------------------------- Peter Dominici, Chief Financial Officer Secretary and Treasurer Date: May 9, 1996 4 STRATEGIC OUTSOURCING, INC. FINANCIAL STATEMENTS DECEMBER 31, 1994 AND 1995 5 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors of Strategic Outsourcing, Inc. In my opinion, the accompanying balance sheets and the related statements of income and retained earnings and of cash flows present fairly, in all material respects, the financial position of Strategic Outsourcing, Inc. at December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of Strategic Outsourcing, Inc.'s management; my responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits of these statements in accordance with generally accepted auditing standards which require that I plan and perform the audits 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for the opinion expressed above. /s/ Robert J. Dennehy ROBERT J. DENNEHY Medfield, Massachusetts May 8, 1996 6 6 STRATEGIC OUTSOURCING, INC. BALANCE SHEETS
DECEMBER 31, ----------------------- 1994 1995 ---------- ---------- ASSETS Current assets: Cash................................................................ $ 55,363 $ 77,317 Trade receivables, less allowance for doubtful accounts of $0 and $6,000 in 1994 and 1995, respectively..................... 1,083,191 1,199,219 Prepaid expenses and other current assets .......................... 3,750 14,640 ---------- ---------- Total current assets........................................ 1,142,304 1,291,176 Furniture and equipment, net (Note 3)................................. 165,794 148,562 Other assets.......................................................... 11,425 11,425 ---------- ---------- Total assets................................................ $1,319,523 $1,451,163 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and other current liabilities...................... $ 88,664 $ 77,276 Accrued payroll costs............................................... 135,156 102,140 Current taxes payable............................................... 456 7,000 Deferred income..................................................... 104,656 72,452 Current maturities of notes payable (Note 4)........................ 202,000 0 ---------- ---------- Total current liabilities................................... 530,932 258,868 Commitments and contingencies (Note 6) Stockholders' Equity: Common stock, no par value; 15,000 shares authorized, 2,000 shares issued and outstanding.................................... -- -- Paid-in capital..................................................... 2,000 2,000 Retained earnings................................................... 786,591 1,190,295 ---------- ---------- Total stockholders' equity.................................. 788,591 1,192,295 ---------- ---------- Total liabilities and stockholders' equity.................. $1,319,523 $1,451,163 ========= =========
The accompanying notes are an integral part of these financial statements. 7 7 STRATEGIC OUTSOURCING, INC. STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31, ----------------------- 1994 1995 ---------- ---------- Net service revenues.................................................. $5,737,968 $7,134,637 Direct costs of services.............................................. 2,630,941 3,538,338 ---------- ---------- Gross profit........................................................ 3,107,027 3,596,299 Selling, general and administrative expenses.......................... 2,633,550 3,115,000 Depreciation.......................................................... 64,796 67,213 Other income.......................................................... 1,857 (1,907) ---------- -------- Income before taxes................................................... 406,824 415,993 Provision for taxes................................................... 456 7,000 ---------- ---------- Net income.......................................................... $ 406,368 $ 408,993 ========= ========= Retained earnings: Beginning of year................................................... $ 512,748 $ 786,591 Less distributions.................................................. (132,525) (5,288) ---------- ---------- End of year......................................................... $ 786,591 $1,190,295 ========= ========= Net income per share.................................................. $ 203.18 $ 204.50 ========= ========= Weighted average shares outstanding (Note 1).......................... 2,000 2,000 ========= =========
The accompanying notes are an integral part of these consolidated financial statements. 8 8 STRATEGIC OUTSOURCING, INC. STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, --------------------- 1994 1995 --------- --------- Cash flows from operating activities: Net income........................................................... $ 406,368 $ 408,993 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation...................................................... 64,796 67,213 Provision for losses on accounts receivable....................... -- 6,000 (Increase) decrease in operating assets: Trade receivables................................................. (569,188) (122,028) Prepaid expenses.................................................. 3,131 (10,890) Increase (decrease) in operating liabilities: Accounts payable and other accrued liabilities.................... (5,067) (11,388) Accrued payroll costs............................................. 66,615 (33,016) Deferred income................................................... 104,656 (32,204) Current taxes payable............................................. -- 6,544 --------- --------- Cash provided by operating activities........................ 71,311 279,224 Cash flows from investing activities: Capital expenditures................................................. (99,087) (49,981) --------- --------- Cash used in investing activities................................. (99,087) (49,981) Cash flows from financing activities: Proceeds from note payable........................................... 202,000 -- Payments on note payable............................................. -- (202,000) Repayment of stockholder loan........................................ (98,680) -- Distributions........................................................ (132,525) (5,289) --------- --------- Cash used in financing activities............................ (29,205) (207,289) Increase (decrease) in cash............................................ (56,981) 21,954 Cash at beginning of year.............................................. 112,344 55,363 --------- --------- Cash at end of year.................................................... $ 55,363 $ 77,317 ========= ========= Supplemental disclosures of cash flow information: Cash paid for interest............................................... $ 1,916 $ 1,696 Cash paid for taxes.................................................. 456 456
The accompanying notes are an integral part of these financial statements 9 9 STRATEGIC OUTSOURCING NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Strategic Outsourcing, Inc. (the "Company") was formed in 1989 as a human resources consulting firm that specializes in assisting companies in implementing a wide variety of outsourcing, outplacement, and career planning programs. The Company serves primarily the Northeast United States market area. Furniture and Equipment Furniture and equipment are carried at cost, less accumulated depreciation. Major additions are capitalized, while repairs and maintenance are charged to expense as incurred. Depreciation is computed using the modified accelerated cost recovery method over the estimated useful lives of the assets. Revenue Recognition Net service revenues consist of sales less credits and discounts. The Company recognizes revenue for Contract Services based on hours worked by assigned personnel on a weekly basis. Outplacement services are billed for the total fee for the program selected and recognized over the period services are rendered. Deferred income reflects those outplacement services billed but not rendered as of year end. Major Customers The Company provided human resources services of $1,253,246 and $958,543 in 1994 and 1995, respectively, to customers representing approximately 22% and 13% of total service revenues for 1995 and 1994, respectively. Income Taxes The Company, with the consent of its shareholders, has elected to have its income taxed under Section 1362 of the Internal Revenue Code. Under those provisions the Company is not taxed directly for federal purposes, for the years ended December 31, 1994 and 1995. Instead, the taxable income of the Company is included in the income tax return of the individual shareholders. Accordingly, there is no federal provision for income taxes included in the operating results of the Company. Earnings Per Share Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. 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. Actual results could differ from those estimates. 2. FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. The fair values of the Company's financial instruments are estimated based on current market rates and instruments with the same risk and maturities. 10 10 STRATEGIC OUTSOURCING NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) The fair values of cash, accounts receivable, accounts payable and current portion of note payable approximate the carrying values of these financial instruments. 3. FURNITURE AND EQUIPMENT Major classifications of furniture and equipment and related asset lives are summarized as follows:
DECEMBER 31, ----------------------- USEFUL LIFE 1994 1995 ----------- --------- --------- Furniture, fixtures and equipment.................. 7 years $ 250,987 $ 255,973 Computer equipment................................. 5 years 149,763 194,758 --------- --------- 400,750 450,731 Less accumulated depreciation...................... (234,956) (302,169) --------- --------- $ 165,794 $ 148,562 ========= =========
4. LINE OF CREDIT The Company maintains a $300,000 bank line of credit arrangement with the Bank of Boston under which $202,000 was outstanding at December 31, 1994. Amounts borrowed on the line bear interest at the prime rate plus 1.25% and is secured by all business assets of the Company and personally guaranteed by the stockholders. The use of this line generally is restricted to the extent that the Company is required periodically to liquidate its indebtedness to the bank for 30 days each year. Effective August 1995, the Company terminated its agreement with the Bank of Boston and entered into a new one year facility in the amount of $400,000 with Merrill Lynch. Amounts borrowed on the line bear interest at the prime rate plus 1.0% and is secured by all of the business assets of the Company and personally guaranteed by the stockholders. Additionally, the Company is subject to various covenants under the line of credit agreement. At December 31, 1995 and 1994, the Company was in compliance with these covenants. The line was terminated on March 4, 1996 (see Note 8). 5. DISTRIBUTIONS TO SHAREHOLDERS The Company distributed $132,525 and $5,289 in 1994 and 1995, respectively, to two stockholders in 1995, a portion of which was to fund the stockholders' individual income tax liability related to the S corporation taxable earnings. 6. COMMITMENTS AND CONTINGENCIES Operating Leases Future minimum lease payments under operating leases are summarized as follows:
YEAR AMOUNT --------------------------------------------------------------- -------- 1996........................................................... $192,968 1997........................................................... 158,850 1998........................................................... 114,264 1999........................................................... 114,264 2000........................................................... 28,566
7. RELATED PARTY TRANSACTION During 1994, a stockholder loan in the amount of $98,680 was repaid to the Company. 8. SUBSEQUENT EVENT On March 4, 1996, the Company completed the sale of the intangible assets and net fixed assets to Romac International, Inc. The sale price, including a non-compete agreement, is in excess of the net book value of the assets acquired and is subject to adjustment upon attainment of certain operating results. 11 11 INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma consolidated information for the year ended December 31, 1995 has been prepared to reflect the financial position of Romac International, Inc. (the "Company") as if the acquisitions of Venture Networks Corporation, Inc. ("Venture Networks") in January 1996, PCS Group, Inc. ("PCS") in February 1996, and Strategic Outsourcing, Inc. ("Strategic Outsourcing") in March 1996, had occurred effective January 1, 1995. VENTURE NETWORKS ACQUISITION The acquisition was treated as a purchase for financial reporting purposes. The Company acquired Venture Networks for $1.1 million in cash and is subject to an earn-out agreement wherein all earnings before income taxes of Venture Networks in excess of $325,000 for the years ending December 31, 1996, 1997 and 1998, shall be paid to Venture Networks' prior owners in the form of additional purchase price. The transaction was financed by the proceeds of the Company's initial public offering which had been invested in short-term securities since August 1995. PCS ACQUISITION The acquisition was treated as a purchase for financial reporting purposes. The Company acquired PCS for approximately $2.3 million in cash and is subject to an earn-out agreement wherein two times all earnings before income taxes of PCS in excess of $500,000, for the years ending December 31, 1996, 1997 and 1998, shall be paid to PCS's prior owners in the form of additional purchase price, to a cumulative maximum dollar amount of $1.2 million. The transaction was financed by the proceeds of the Company's initial public offering which had been invested in short-term securities since August 1995. STRATEGIC OUTSOURCING ACQUISITION The acquisition was treated as a purchase for financial reporting purposes. The Company acquired Strategic Outsourcing for approximately $2.5 million in cash and is subject to an earn-out agreement wherein two times all earnings before income taxes of Strategic Outsourcing in excess of $500,000 and 50% of any earnings before income taxes greater than $1.0 million for the years ending December 31, 1996, 1997, and 1998, shall be paid to Strategic Outsourcing's prior owners in the form of additional purchase price. The agreement also calls for a minimum payout of $500,000, $600,000, and $600,000 for fiscal years 1996, 1997 and 1998 if Strategic Outsourcing's earnings before income taxes exceed $625,000, $750,000, and $750,000, respectively. The transaction was financed by the proceeds of the Company's initial public offering which had been invested in short-term securities since August 1995. ----------------- The unaudited pro forma consolidated financial statements are derived, in part, from historical financial statements and should be read in conjunction with those financial statements and the notes thereto. The unaudited pro forma consolidated financial statements are not necessarily indicative of the results that would have occurred if the assumed transactions had occurred on the dates indicated or the expected financial position or results of operations in the future. The unaudited pro forma consolidated statement of income should be read in conjunction with the separate historical consolidated financial statements of Romac International, Inc. and in conjunction with the related assumptions and notes to these unaudited pro forma consolidated financial statements. 12 12 ROMAC INTERNATIONAL PRO FORMA COMBINED BALANCE SHEET AS OF DECEMBER 31, 1995 (UNAUDITED)
Historical --------------------------------- Romac Venture PCS Strategic Pro Forma International Networks Group Outsourcing Adjustments Pro Forma ASSETS Current Assets: Cash and cash equivalents 619,766 275 9,104 77,317 (86,696)(b) 619,766 Short-term investments 7,903,559 (5,883,000)(a) 2,020,559 Trade receivables, net of allowance for doubtful accounts of $623,150, $10,000, and $17,903, respectively 7,353,790 322,307 622,838 1,199,219 (2,144,364)(b) 7,353,790 Notes receivable from franchisees, current 136,464 136,464 Receivables from related parties, current 186,219 19,596 (19,596)(b) 186,219 Deferred tax asset 308,374 308,374 Prepaid expenses and other current assets 321,276 1,504 14,640 (16,144)(b) 321,276 Total current assets 16,829,448 322,582 653,042 1,291,176 (8,149,800) 10,946,448 Notes receivable from franchisees, less current portion 20,000 20,000 Receivables from related parties, less current portion 486,513 486,513 Deferred tax asset 118,505 118,505 Furniture and equipment, net 2,405,284 26,419 20,836 148,562 (20,836) 2,580,265 Other assets, net 1,091,944 11,275 11,425 5,685,319 (a) 6,799,963 Total assets 20,951,694 349,001 685,153 1,451,163 (2,485,317) 20,951,694 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and other accrued liabilities 673,332 3,210 114,093 77,276 (194,579)(b) 673,332 Accrued payroll costs 1,457,901 217,045 93,438 102,140 (412,623)(b) 1,457,901 Current portion of notes payable and capital lease obligations 208,072 30,000 187,047 (217,047)(b) 208,072 Deferred income 80,969 72,452 (165,969)(b) (12,548) Current portion of payables to related parties 23,000 1,979 (1,979)(b) 23,000 Income taxes payable 572,546 7,000 (7,000)(b) 572,546 Total current liabilities 2,934,851 250,255 477,526 258,868 (999,197) 2,922,303 Notes payable and capital lease obligations 494,485 494,485 Payables to related parties, less current portion 5,993 5,993 Other long-term liabilities 592,105 592,105 Total liabilities 4,027,434 250,255 477,526 258,868 (999,197) 4,014,886 Commitments and contingencies Stockholders' Equity: Preferred stock Common stock 49,831 0 100 (100)(b) 49,831 Additional paid-in capital 13,222,246 4,902 2,000 (6,902)(b) 13,222,246 Stock subscriptions receivable (17,589) (17,589) Retained earnings 4,594,740 98,746 202,625 1,190,295 (1,479,118)(b) 4,607,288 Less: reacquired stock at cost (924,968) (924,968) Total stockholders' equity 16,924,260 98,746 207,627 1,192,295 (1,486,120) 16,936,808 Total liabilities and stockholders' equity 20,951,694 349,001 685,153 1,451,163 (2,485,317) 20,951,694
13 13 ROMAC INTERNATIONAL, INC. NOTES TO UNAUDITED PROFORMA COMBINED BALANCE SHEET BALANCE SHEET ADJUSTMENT-The following pro forma adjustments were made: (a) To reflect purchase accounting adjustments for the allocation of purchase price and to reflect the use of cash for the acquisition: Venture Networks-all assets except cash and accounts receivable for $1,100,000 $1,073,581 PCS-all intangible assets for $2,283,000 2,283,000 Less: PCS other assets not acquired (11,275) 2,271,725 --------- ---------- Strategic Outsourcing, Inc.-Intangible Assets and Net Fixed Assets 2,500,000 Purchase Price allocated to Tangible Assets (159,987) $2,340,013 --------- ---------- $5,685,319 ==========
(b) To adjust for assets and liabilities not acquired from Venture Networks PCS and Strategic Outsourcing acquisitions. 14 14 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (UNAUDITED)
HISTORICAL ----------------------------------------------------- ROMAC VENTURE PCS STRATEGIC PRO FORMA INTERNATIONAL NETWORKS GROUP OUTSOURCING ADJUSTMENTS PRO FORMA ------------- ---------- ---------- ----------- ----------- ----------- Net service revenues............ $ 45,654,862 $2,112,322 $3,583,233 $ 7,134,637 $58,485,054 Direct Cost of Services............ 25,460,019 753,031 2,355,382 3,538,338 32,106,770 ------------- ---------- ---------- ----------- ----------- Gross Profit.............. 20,194,843 1,359,291 1,227,851 3,596,299 26,378,284 Selling, general and administrative expenses............ 15,231,842 1,170,532 868,095 3,115,000 $(500,000)(a) 19,885,469 Depreciation and amortization expense............. 511,961 9,130 13,334 67,213 423,600(b) 1,025,238 Other (income) expenses: Dividend and interest (income)......... (213,936) 201,300(c) (12,636) Interest expense.... 133,033 3,240 2,251 1,696 140,220 Other (income) expense, net..... (489,350) (2,298) (3,603) (495,251) ------------- ---------- ---------- ----------- ----------- ----------- Income before income taxes..... 5,021,293 176,389 346,469 415,993 (124,900) 5,835,244 Provision for income taxes............... 2,008,497 -- -- 7,000 318,600(d) 2,334,097 ------------- ---------- ---------- ----------- ----------- ----------- Net income.... $ 3,012,796 $ 176,389 $ 346,469 $ 408,993 $(443,500) $ 3,501,147 ========== ========= ========= ========= ========= ========== Net income per share............... $ 0.82 ========== Weighted average shares outstanding......... 4,243,927
See Notes to the Unaudited Pro Forma Consolidated Statements of Income. 15 15 ROMAC INTERNATIONAL, INC. NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS Basis of Recording the Transactions. The accompanying pro forma consolidated income statement for the year ended December 31, 1995 has been prepared to reflect the operations of the Company as if the following had occurred on January 1, 1995: (i) the acquisition of Venture Networks Corporation, Inc.; (ii) the acquisition of PCS Group, Inc.; and (iii) the acquisition of Strategic Outsourcing, Inc. Statements of Income Adjustments. The following pro forma adjustments were made to the historical statements of the Company. (a) This adjustment relates to non-recurring selling, general and administrative expenses primarily due to eliminated employee salaries and related benefits of $330,000; third party accounts receivable processing fees of approximately $101,000; legal fees related to a liability not assumed in the acquisition of $30,000; rent expense of $20,000; and related party expenses of $19,000.
FOR THE YEAR ENDED DECEMBER 31, 1995 ----------------- Venture Networks............................. $ -- PCS.......................................... (200,000) Strategic Outsourcing........................ (300,000) ----------------- Total.............................. $(500,000) =================
(b) This adjustment reflects the increase in amortization expense related to the goodwill and other intangible assets recorded under the purchase method of accounting for the following acquisitions:
YEAR ENDED DECEMBER 31, 1995 ----------------- Venture Networks............................. $ 84,900 PCS.......................................... 181,400 Strategic Outsourcing........................ 157,300 ----------------- Total.............................. $423,600 =================
(c) This adjustment reflects the decrease in dividend and interest income as investments were used to finance the acquisitions. The weighted average interest rate for 1995 for the Company was 5.95%. (d) This adjustment reflects the increase to income tax expense based on the pro forma adjustments to income before provision for income taxes and as if Venture Networks, PCS and Strategic Outsourcing were taxable as C corporations based on the Company's effective tax rate of approximately 40%. 16 16 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 23.1 Consent of Robert J. Dennehy EX-23.1 2 CONSENT OF ROBERT J. DENNEHY 1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT I hereby consent to the use of my report dated May 8, 1996 in the Form 8-K/A Current Report of Romac International, Inc. dated May 9, 1996 to be filed with the U.S. Securities and Exchange Commission. /s/ Robert J. Dennehy - --------------------- ROBERT J. DENNEHY Medfield, Massachusetts May 9, 1996 -----END PRIVACY-ENHANCED MESSAGE-----