-----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, CjU4uHH2SWn+MWyXWZW7g07KuaTqY0Sl9dOKPbXTaV2PmrUe2Nb1AgxsP3v4Znsp D8RSqYSYd/wfWxhc3ZcB2Q== 0000891618-97-002613.txt : 19970616 0000891618-97-002613.hdr.sgml : 19970616 ACCESSION NUMBER: 0000891618-97-002613 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970430 FILED AS OF DATE: 19970613 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUSINESS RESOURCE GROUP CENTRAL INDEX KEY: 0000945028 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FURNITURE & HOME FURNISHINGS [5020] IRS NUMBER: 770150337 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26208 FILM NUMBER: 97624083 BUSINESS ADDRESS: STREET 1: 2150 N FIRST ST STREET 2: STE 101 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084413700 MAIL ADDRESS: STREET 1: 2150 NORTH FIRST STREET SUITE 101 CITY: SAN JOSE STATE: CA ZIP: 95131 10-Q 1 FORM 10-Q FOR THE PERIOD ENDED APRIL 30, 1997 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1997 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: 0-26208 BUSINESS RESOURCE GROUP (Exact name of Registrant as specified in its charter) CALIFORNIA 77-0150337 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification No.) 2150 NORTH FIRST STREET, SUITE 101 SAN JOSE, CA 95131 (Address of principal executive offices) (408) 325-3200 (Registrant's telephone number, including area code) 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. [X] Yes [ ] No At April 30, 1997 there were 4,895,646 shares of the Registrant's Common Stock outstanding. 2 BUSINESS RESOURCE GROUP FORM 10-Q QUARTER ENDED APRIL 30, 1997 INDEX PART I: FINANCIAL INFORMATION PAGE Item 1: Condensed Financial Statements Condensed Balance Sheets at April 30, 1997 and October 31, 1996................ 3 Condensed Statements of Income for the Three Months and Six Months ended April 30, 1997 and 1996........................................... 4 Condensed Statements of Cash Flows for the Six Months ended April 30, 1997 and 1996........... 5 Notes to Condensed Financial Statements............ 6 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations ..................................... 7 PART II: OTHER INFORMATION Item 1: Legal Proceedings ........................................ 11 Item 2: Changes in Securities .................................... 11 Item 3: Defaults Upon Senior Securities - none Item 4: Submission of Matters to a Vote of Security Holders ................................. 11 Item 5: Other Information - none Item 6: Exhibits and Reports on Form 8-K ......................... 12 SIGNATURES ............................................................... 13 EXHIBITS ................................................................. 14 3 PART I - FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS BUSINESS RESOURCE GROUP CONDENSED BALANCE SHEETS (IN THOUSANDS)
APRIL 30, OCTOBER 31, 1997 1996 ------- ------- (UNAUDITED) ASSETS Current assets: Cash and equivalents....................... $ 1,614 $ 1,011 Accounts receivable, net .................. 14,281 16,122 Inventory ................................. 951 974 Prepaids and other current assets ......... 1,170 1,387 ------- ------- Total current assets ................... 18,016 19,494 Property and equipment, net ................... 2,552 2,017 Other assets .................................. 986 1,049 ------- ------- $21,554 $22,560 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank overdraft ............................ $ -- $ 476 Accounts payable .......................... 3,300 5,935 Accrued liabilities ....................... 3,465 2,877 Income taxes payable ...................... 427 31 Current portion of notes payable and capital lease obligations ................. 42 112 ------- ------- Total current liabilities .............. 7,234 9,431 Deferred income tax liability ................. 127 127 Shareholders' equity: Preferred stock ........................... -- -- Common stock .............................. 49 49 Additional paid-in capital ................ 10,834 10,685 Retained earnings ......................... 3,310 2,268 ------- ------- Total shareholders' equity ............. 14,193 13,002 ------- ------- $21,554 $22,560 ======= =======
See notes to condensed financial statements. 4 BUSINESS RESOURCE GROUP CONDENSED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED APRIL 30, APRIL 30, ---------------------- ---------------------- 1997 1996 1997 1996 ------- ------- ------- ------- Net revenues: Workspace products ................... $18,551 $18,293 $36,999 $31,128 Workspace services ................... 3,931 2,265 7,744 3,814 Vendor commission .................... 44 82 95 201 ------- ------- ------- ------- Total net revenues ................ 22,526 20,640 44,838 $35,143 ------- ------- ------- ------- Cost of net revenues: Workspace products ................... 14,771 15,103 29,601 25,465 Workspace services ................... 2,833 1,685 5,566 2,758 ------- ------- ------- ------- Total cost of net revenues ........ 17,604 16,788 35,167 28,223 ------- ------- ------- ------- Gross profit ............................. 4,922 3,852 9,671 6,920 Selling, general and administrative expenses .............. 4,022 2,978 7,926 5,409 ------- ------- ------- ------- Income from operations ................... 900 874 1,745 1,511 Interest income .......................... 11 26 34 81 ------- ------- ------- ------- Income before income taxes ............... 911 900 1,779 1,592 Provision for income taxes ............... 377 373 736 659 ------- ------- ------- ------- Net income ............................... $ 534 $ 527 $ 1,043 $ 933 ------- ------- ------- ------- Net income per common and common equivalent share ...................... $ .11 $ .11 $ .21 $ .19 ------- ------- ------- ------- Shares used in computation ............... 4,984 4,919 4,945 4,889 ------- ------- ------- -------
See notes to condensed financial statements. 5 BUSINESS RESOURCE GROUP CONDENSED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
SIX MONTHS ENDED APRIL 30, --------------------- 1997 1996 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income ................................................. $ 1,043 $ 933 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization ........................... 342 184 Changes in operating assets and liabilities: Accounts receivable .................................. 1,841 (4,822) Inventory ............................................ 23 (507) Prepaids and other Current Assets .................... 217 721 Accounts payable ..................................... (2,635) 2,917 Accrued liabilities .................................. 588 524 Income taxes payable ................................. 396 620 ------- ------- Net cash provided (used) by operating activities ........... 1,815 (872) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ........................ (794) (627) Cash paid for acquisitions ................................ -- (300) Other assets ............................................... (21) (95) ------- ------- Net cash used by investing activities ...................... (815) (285) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Change in bank overdraft ................................... (476) 118 Repayment of notes payable & capital lease obligations ..... (70) (214) Issuance of common stock ................................... 149 -- ------- ------- Net cash used by financing activities ...................... (397) (96) ------- ------- NET INCREASE (DECREASE) IN CASH ................................ 603 (1,990) CASH AND EQUIVALENTS: Beginning of period ........................................ 1,011 5,326 ------- ------- End of period .............................................. $ 1,614 $ 3,336 ======= ======= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest ................................................... $ 1 $ 19 ======= ======= Income taxes ............................................... $ 340 $ -- ======= ======= Cash flow for acquisitions: Tangible assets acquired ................................... $ -- $ 333 Intangible assets acquired ................................. $ -- $ 255 Liabilities assumed ........................................ $ -- $ (288) ------- ------- Cash paid for acquisitions ................................. $ -- $ 300 ======= =======
See notes to condensed financial statements. 6 BUSINESS RESOURCE GROUP NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The financial information as of April 30, 1997 and for the three and six month periods ended April 30, 1997 and 1996 is unaudited. In the opinion of management, such information reflects all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the results of such periods. The accompanying condensed financial statements should be read together with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended October 31, 1996. The financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission, but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles. NOTE 2. RECENTLY ISSUED ACCOUNTING STANDARD In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS128). The Company is required to adopt SFAS 128 in the first quarter of fiscal 1998 and will restate at that time earnings per share (EPS) data for prior periods to conform with SFAS 128. Earlier application is not permitted. SFAS 128 replaces current EPS reporting requirements and requires a dual presentation of basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing net income by the weighted average of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. If SFAS 128 had been in effect during the current and prior year periods, basic EPS would have been $.11 for each of the quarters ended April 30, 1997 and 1996, and $.21 and $.19 for the six-month periods ended April 1997 and 1996 respectively. Diluted EPS under SFAS 128 would not have been significantly different than primary EPS currently reported for the periods. 7 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION: Except for the historical information contained in this Quarterly Report on Form 10-Q, the matters discussed herein are forward-looking statements that are subject to certain risks and uncertainties that could cause the actual results to differ materially from those projected. Factors that could cause actual results to differ materially include the timely availability, delivery and acceptance of new products and services, the impact of competitive products and pricing, the management of growth and acquisitions, business developments in underlying businesses in which the company's customers compete that may thereby affect demand for the Company's product and services and other risks detailed below and included from time to time in the Company's other SEC reports and press releases, copies of which are available from the Company upon request. Additionally, the results of operations for the three and six month periods ended April 30, 1997 are not necessarily indicative of the results to be expected for the full fiscal year. Operating results are subject to the successful close of large project business and related vendor lead times. The Company's revenues are generally the result of a consultative selling process and the precise timing of the issuance of customer purchase orders is often contingent upon customer site development and move-in schedules. In order to minimize risk of procurement errors and obsolete inventory, the Company generally does not issue vendor purchase orders until final product configurations are documented in a formal customer purchase order. As a result, the short-term timing of product delivery can be impacted, which in turn may affect the specific quarter in which revenue is recognized on particular projects. Vendor delivery lead times also affect product availability and the resulting time at which the Company delivers product and recognizes revenue; lead times for many of the products sold by the Company average 4 to 12 weeks. Consequently, these factors can affect quarter to quarter results. The Company assumes no obligation to update any forward-looking statements contained herein. RESULTS OF OPERATIONS: THREE MONTHS ENDED APRIL 30, 1997 COMPARED TO THREE MONTHS ENDED APRIL 30, 1996. Net revenues were $22.5 million for the three months ended April 30, 1997, an increase of 9% from $20.6 million for the three months ended April 30, 1996. Increases in product revenue ($258,000 or 1%) and service revenue ($1.6 million or 74%) more than offset the decline in vendor commissions ($38,000 or 46%). The overall increase in revenue was primarily the result of new large project business from both new and existing customers (including Cisco Systems, S3, National Semiconductor, HMT Technologies, Digital Square, Micro Bar and Legato), the addition of five new sales people (up 10% over the prior year to 54) and revenue generated by the Company's southwestern United States and Texas regional business units acquired in September 1995 8 and January 1996, respectively (3.7 million, including projects from the Department of Energy, Motorola, BARN Technologies and Gadzooks). During the three months ended April 30, 1997 Cisco Systems and National Semiconductor, which historically have been significant customers of the Company, contributed $11.3 million or 50% of total revenue, up from $9.7 million or 47% of total revenue in the comparable period in 1996. Cisco alone represented approximately 46% of the Company's revenue for the quarter ended April 30, 1997. While the Company maintains an excellent working relationship with Cisco Systems, the Company has been advised that because of business uncertainty in the computer networking market Cisco expects to reduce its rate of orders for the Company's products in the third quarter of the current fiscal year and possibly in future quarters. The Company currently believes that this expected reduction in orders by Cisco will have a material effect on its third quarter financial results. There can also be no assurance that the Company's financial results for future expected quarters will not be materially and adversely affected should such reduction in orders continue or increase. Service revenue increased during the second fiscal quarter of 1997 due to increases in installation, delivery services and workspace management services. Such increases contributed to the increase in service revenue as a percentage of total revenue, which rose to 17.5% from 11% in the second quarter of 1996. Commission revenue declined as most vendors have discontinued their policies of billing customers directly and only paying a commission to the Company. Gross profit increased to $4.9 million during the second fiscal quarter of 1997 from $3.9 million during the same period of fiscal 1996, a 26% increase, while increasing as a percentage of net revenues to 21.8 % during the second fiscal quarter of 1997 from 18.7% during the same fiscal quarter of 1996. The Company experienced a three percentage point increase in product margin as a percentage of net revenue to 20.4% in second quarter 1997 from 17.4% in second quarter 1996. This increase was primarily the result of a shift in product mix to higher margin projects during the second fiscal quarter of 1997 from lower margin projects in the second quarter of 1996. Service margins also increased as a percentage of revenue, to 27.9% in the second quarter of 1997 from 25.5% in the second quarter of 1996. The increase was due to the higher absorption and utilization of the installation services group. Selling, general and administrative expenses increased 35% to $4.0 million for the three months ended April 30, 1997 from $3.0 million for the same period of the prior year. As a percentage of net revenue, expenses increased to 17.9% in the second quarter of fiscal 1997 from 14.4% in the second quarter of fiscal 1996. The increase in spending was primarily attributable to higher revenue and related sales commissions, the continued expansion of the Company's Texas, Arizona and San Jose operations, particularly in the areas of sales and project management personnel, the continued building of the Company's system 9 and wide-area-network infrastructure, and the hiring of key management personnel. Interest income, net of interest expense and the Company's other expenses, totaled $11,000 for the three months ended April 30, 1997 versus interest income, net of interest expense, of $26,000 for the same period of fiscal 1996. The Company's effective tax rate was 41.4%. SIX MONTHS ENDED APRIL 30, 1997 COMPARED TO SIX MONTHS ENDED APRIL 30, 1996. Net revenues were $44.8 million for the six months ended April 30, 1997, an increase of 28% from $35.1 million for the six months ended April 30, 1996. Increases were achieved in product revenue ($5.9 million or 19%) and service revenue ($3.9 million or 103%), partially offset by a decrease in commission revenue ($106,000 or 53%). The overall increase in revenue was primarily the result of the continuing strength of sales to Cisco Systems and National Semiconductor, with combined revenue of $19.2 million for the six months ended April 30, 1997, up from $13.9 million for the same period of 1996, and large project business from S3, HMT Technologies and Legato (which combined accounted for approximately $5.0 million in net revenues), and revenue generated by the Company's southwestern United States and Texas regional business units ($7.7 million, including large projects from Comp USA, Department of Energy, Motorola, BABN Technologies and Gadzooks). As a percentage of total net revenue, sales to Cisco Systems and National Semiconductor accounted for 43% for the first six months of fiscal 1997, up from 40% during the same period a year ago. As noted above, the Company has been advised that because of business uncertainty in the computer networking market Cisco expects to reduce its rate of orders for the Company's products in the third quarter of the current fiscal year and possibly in future quarters. The Company currently believes that this reduction in orders by Cisco will have a material effect on its third quarter financial results. There can also be no assurance that the Company's financial results for future expected quarters will not be materially and adversely affected should such reduction in orders continue or increase. The increase in service revenue in the first six months of fiscal 1997 as compared to the year earlier period was primarily attributable to increases in delivery services, installation and workspace management services. Commission revenue declined as most vendors have discontinued their policies of billing customers directly and only paying a commission to the Company. Gross profit increased to $9.7 million for the first six months of fiscal 1997 from $6.9 million during the same period a year ago, a 41% increase. As a percentage of net revenues, gross profits increased from 20% for the first six months of fiscal 1996 to 22% during the same period of fiscal 1997. The impact of higher product margin (20% 10 in the first six months of fiscal 1997 versus 18% in the same period of fiscal 1996) and higher service margin (28.1% in the first six months of fiscal 1997 versus 27.7% in the same period of fiscal 1996) offset by the reduction in commission revenue ($95,000 in the first six months of 1997 versus $201,000 in the same period of fiscal 1996) accounted for the increase in gross profit. Selling, general and administrative expenses increased 46% to $7.9 million for the six months ended April 30, 1997 from $5.4 million for the same period of the prior year. As a percentage of net revenue selling, general and administrative expenses increased from 15% for the first six months of fiscal 1996 to 18% for the first six months of fiscal 1997. The increase in spending is primarily attributable to increased sales commissions relating to higher revenue levels, the addition and expansion of operations in the Company's Texas business unit, the expansion of operations in Arizona and San Jose, the continued building of the Company's business system infrastructure, and the hiring of key management personnel. Interest income, net of interest expense totaled $34,000 for the six months ended April 30, 1997 versus interest income, net of interest expense of $81,000 for the same period of fiscal 1996. The decrease was due to lower average cash balances experienced during the six month period. The Company has used a tax rate of 41.4% for both periods reported. LIQUIDITY AND CAPITAL RESOURCES: Working capital at April 30, 1997 was $10.8 million, up slightly from $10.1 million at October 31, 1996. During the six months ended April 30, 1997, net cash provided by operating activities was $1.8 million, representing net income of $1.0 million, decreases of $1.8 million in accounts receivable and $217,000 in prepaids and other current assets and increases of $588,000 in accrued liabilities and $396,000 in income taxes payable, offset by a decrease of $2.6 million in accounts payable. Accounts receivable decreased as a result of intensified collection activities and the timing of payments for revenue generated during the quarter. Accounts payable decreased due to the acceleration of vendor payments to take advantage of vendor discounts. Net cash used in investing activities was $815,000 primarily representing the purchase of property and equipment for $794,000. Net cash used by financing activities was $397,000, representing the change in bank overdraft of $476,000 and the repayments of capital lease obligations and notes payable of $70,000, offset by the issuance of common stock for the Company's employee stock purchase plan of $149,000. The Company has an $8 million credit facility, including an option to convert up to $3 million of the total facility into term loans. As of April 30, 1997 the Company had no borrowings under this credit facility 11 The Company presently believes existing cash, together with cash generated from operations and the Company's available borrowing capacity will provide sufficient funds to meet the Company's anticipated working capital requirements and its planned expansion/acquisition strategy for the foreseeable future. PART II - OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS On January 24,1997 Neil A. Armstrong filed a complaint against the Company, one of its vendors and another third party in the United States District Court for the Northern District of California. In general, this complaint asserts claims for the alleged unauthorized use of the name and images of Mr. Armstrong. Although no assurances can be given as to the results of this case, based on its present status, management does not believe that such results will have a material adverse effect on the Company's financial condition or results of operations. ITEM 2: CHANGES IN SECURITIES On April 21, 1997, the Company issued a warrant (the "Warrant") to purchase up to 60,000 shares of its Common Stock to Gateway Advisors (the "Warrant Holder"). The Warrant is exercisable at any time on or before April 21, 2002 at an initial exercise price of $5.50 per share, subject to adjustments for any stock splits, stock dividends, recapitalizations, reorganizations or the like. The issuance of the Warrant was deemed exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of such Act as a transaction by an issuer not involving any public offering. The Warrant Holder represented its intention to acquire the Warrant (and the shares of Common Stock issuable upon exercise thereof) for investment only and not with a view to or for sale in connection with any distribution thereof. The Warrant Holder also had adequate access, through its relationship with the Company, to information about the Company. An appropriate legend was affixed to the Warrant. ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The annual meeting of shareholders was held on March 3, 1997. (b) The first matter voted upon at the meeting was the election of directors and the results of that vote were as follows:
Shares Present For Withheld Abstained but not Voting --- -------- --------- -------------- Brian D. McNay 4,559,848 19,089 0 0 John W. Peth 4,560,036 18,901 0 0 Harry S. Robbins 4,424,868 154,069 0 0
12 Jeffrey Tuttle 4,560,036 18,901 Charles J. Winter 4,560,036 18,901
(c) The second matter voted upon at the meeting was to authorize an amendment to the Company's 1995 Stock Option Plan to increase the number of shares of Common Stock reserved for the issuance thereunder by 500,000 shares to an aggregate of 1,700,000 shares. The results of that vote were as follows: Shares Present In Favor Opposed Abstained but Not Voting -------- ------- --------- -------------- 3,761,216 176,269 7,200 634,252 (d) The third matter voted upon at the meeting was to authorize an amendment to the Company's 1995 Director's Stock Option Plan to increase the number of shares of Common Stock reserved for the issuance thereunder by 75,000 shares to an aggregate of 175,000 shares. The results of that vote were as follows: Shares Present In Favor Opposed Abstained but Not Voting -------- ------- --------- ------------- 3,777,982 184,819 7,882 608,254 (e) The fourth matter voted upon at the meeting was to ratify the appointment of Deloitte and Touche as independent auditors for the Company for the fiscal year ending October 31, 1997.The results of that vote were as follows: Shares Present In Favor Opposed Abstained but Not Voting -------- ------- --------- -------------- 4,572,048 4,189 2,700 0 ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 10.28 Common Stock Purchase Warrant issued to Gateway Advisors dated April 21, 1997. 11.1 Computation of Net Income Per Share 27.1 Financial Data Schedule 13 (b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during the three months ended April 30, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BUSINESS RESOURCE GROUP ----------------------------- Registrant Date: 6/13/97 /s/ Charles J. Winter --------------------- ----------------------------- Charles J. Winter President and Chief Executive Officer (Principal Financial and Accounting Officer) 14 INDEX TO EXHIBITS
No. Description --- ----------- 10.28 Common Stock Purchase Warrant issued to Gateway Advisors dated April 21, 1997. 11.1 Computation of Net Income Per Share 27.1 Financial Data Schedule
EX-10.28 2 COMMON STOCK PURCHASE WARRANT 1 EXHIBIT 10.28 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, (ii) THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR (iii) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. April 21, 1997 BUSINESS RESOURCE GROUP COMMON STOCK PURCHASE WARRANT 60,000 Shares Void after April 21, 2002 1. Number and Price of Shares Subject to Warrant. Subject to the terms and conditions of this Warrant, Gateway Advisors, Inc. or its permitted transferees (each a "Holder") is entitled to purchase from Business Resource Group (the "Company"), at any time after the date hereof and on or before April 21, 2002, up to 60,000 shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Common Stock of the Company (the "Shares"). Subject to adjustments for any stock splits, reverse stock splits, stock dividends, recapitalization or reclassification, the purchase price of one share of Common Stock shall be equal to $5.50. The purchase price of one share of Common Stock payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price." 2. Adjustments. The number of Shares issuable upon the exercise of this Warrant and the exercise price thereof shall be subject to adjustment from time to time, and the Company agrees to provide notice upon the happening of certain events, as follows: (a) Reclassification, etc. If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification or other change. If shares of the class of the Company's stock for which this Warrant is being exercised are subdivided or combined into a greater or smaller number of shares of stock, the Warrant Price shall be proportionately reduced in the case of subdivision of shares or proportionately increased in the case of combination of shares, in both 2 cases by the ratio which the total number of shares of such class of stock to be outstanding immediately after such event bears to the total number of shares of such class of stock outstanding immediately prior to such event. (b) Adjustment for Dividends in Stock. In case at any time or from time to time on or after the date hereof the holders of the shares of the Company's Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, other or additional stock or securities (or any rights or options to subscribe for or purchase any of the foregoing) of the Company by way of dividend, then and in each case, the holder of this Warrant shall, upon the exercise hereof, be entitled to receive, in addition to the number of Shares receivable thereupon, and without payment of any additional consideration therefor, the amount of such other or additional stock of the Company which such holder would hold on the date of such exercise had it been the holder of record of such Shares on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock receivable by it as aforesaid during such period, giving effect to all adjustments called for during such period by this Section 2. 3. Sale, Merger, or Consolidation of the Company. (a) "Acquisition". For the purpose of this Warrant, "Acquisition" means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. (b) Expiration of Warrant on Acquisition. The Company shall give Holder written notice of the pendency of any proposed Acquisition, including the principal terms and expected closing date thereof, not later than ten (10) days prior to such closing date. Provided that such notice has been given as provided in the prior sentence this Warrant shall automatically expire to the extent then unexercised upon the closing of the Acquisition; provided, however, that if such notice is not timely given as provided in the preceding sentence, then this Warrant shall expire ten (10) days after notice is so given and if the closing of the Acquisition shall have occurred prior to such expiration date, then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. 4. No Shareholder Rights. This Warrant shall not entitle Holder to any of the rights of a shareholder of the Company. 5. Reservation of Stock. The Company covenants that during the period this Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Shares upon the exercise of 2 3 this Warrant. The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for Shares upon the exercise of this Warrant. 6. Exercise and Conversion of Warrant. (a) This Warrant may be exercised by Holder or its permitted assigns, in whole or in part, by delivery of the Notice of Exercise in the form attached hereto as Attachment 1 and surrender of this Warrant at the principal office of the Company, accompanied by payment in full of the Warrant Price as described above. Upon partial exercise hereof, a new warrant or warrants containing the same date and provisions as this Warrant shall be issued by the Company to the registered holder for the number of shares of Common Stock with respect to which this Warrant shall not have been exercised. (b) Notwithstanding anything to the contrary contained in this Section 6, Holder may elect to receive Shares on a "net exercise" basis in an amount equal to the value of this Warrant by delivery of the Notice of Conversion in the form attached hereto as Attachment 2 and surrender of this Warrant at the principal office of the Company, in which event the Company shall issue to Holder a number of Shares computed using the following formula: X = (P)(Y)(A-B) ----------- A Where: X = the number of Shares to be issued to Holder. P = the portion of the Warrant being exercised. Y = the number of Shares issuable upon exercise of this Warrant. A = the Fair Market Value of one Share. B = Warrant Price. (c) As used herein, the Fair Market Value of the Shares shall mean with respect to each Share the average of the closing prices of the Company's Common Stock sold on all securities exchanges on which the Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted on the Nasdaq National Market as of 4:00 p.m., New York City time, or, if on any day the Common Stock is not quoted on the Nasdaq National Market, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of five days consisting of the day as of which the current fair market value of the Shares is being determined and the four consecutive business days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted on the Nasdaq National Market or the over-the-counter market, the current fair market value of a Share shall be the highest price per 3 4 share which the Company could obtain from a willing buyer (other than a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the current Fair Market Value of a Share shall be deemed to be the value received by the holders of the Company's Common Stock for each share of Common Stock in such merger, acquisition or other consolidation. (d) This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full Shares issuable upon such exercise, together with cash in lieu of any fraction of a Share. 7. Transfer of Warrant. This Warrant and all rights hereunder may be transferred, in whole or in part, provided that any such transfer is in compliance with the legend appearing on the first page hereof and the transferee delivers a duly executed copy of Attachment 4; provided, however, for a period of one year from the date of issuance the Warrant may not be sold, transferred, assigned or hypothecated except to officers or partners of Holder; and, provided further that any transferee must acquire the lesser of the right to acquire (i) 30,000 Shares or (ii) all of the Shares issuable upon exercise of this Warrant. 8. Compliance with Securities Laws. (a) Holder represents and agrees that this Warrant is being purchased only for investment, for Holder's own account, and without any present intention to sell or distribute the Warrant or the Shares, other than a distribution to certain employees of Holder who agree in writing to be bound by the terms of this Warrant to the same extent as Holder. Holder further acknowledges that the Shares will not be issued pursuant to the exercise of this Warrant unless the exercise of this Warrant and the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Act and other federal and state securities laws and regulations and the requirements of any stock exchange or other system upon which the Shares may then be listed. (b) Holder acknowledges and agrees that this Warrant and the Shares (collectively, the "Securities") have not been registered under the Act and accordingly will not be transferable except as permitted under the various exemptions contained in the Act, or upon satisfaction of the registration and prospectus delivery requirements of the Act. Therefore, the Securities must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available. Holder understands that unless the Shares are registered under the Act the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or unless the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration is 4 5 not required. Holder is aware of the adoption of Rule 144 by the Securities and Exchange Commission and that at the time Holder wishes to sell the Securities, the Company may not be satisfying the current public information requirements of Rule 144 and, in such case, Holder would be precluded from selling the Securities under Rule 144. Holder understands that a stop transfer instruction will be in effect with respect to transfer of Securities inconsistent with the requirements of all applicable securities laws. 9. Registration Rights. Holder shall be entitled to the registration rights set forth on Attachment 3 to this Warrant. 10. Miscellaneous. This Warrant shall be governed by the laws of the State of California. The headings in this Warrant are for purposes of convenience and reference only, and shall not be deemed to constitute a part hereof. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing signed by the Company and the registered Holder hereof. All notices and other communications from the Company to Holder shall be mailed by first-class registered or certified mall, postage prepaid, to the address furnished to the Company in writing by the last Holder of this Warrant who shall have furnished an address to the Company in writing. ISSUED effective the 21st day of April 1997. BUSINESS RESOURCE GROUP, a California Corporation By: /s/ Charles J. Winter ----------------------------------------- Title: President and Chief Executive Officer --------------------------------------- 5 6 Attachment 1 NOTICE OF EXERCISE TO: BUSINESS RESOURCE GROUP 1. The undersigned hereby elects to purchase ________________ shares of the Common Stock of Business Resource Group, pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any. 2. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: _______________________________ (Name) _______________________________ (Address) -------------------------------------- Name of Warrant Holder Date: --------------------------------- By: ----------------------------------- Title: -------------------------------- 6 7 Attachment 2 NOTICE OF CONVERSION TO: BUSINESS RESOURCE GROUP 1. The undersigned hereby elects to acquire ________________ shares of the Common Stock of Business Resource Group, pursuant to the terms of the attached Warrant, by conversion of _________ percent (____%) of the Warrant. 2. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: _______________________________ (Name) _______________________________ (Address) -------------------------------------- Name of Warrant Holder Date: --------------------------------- By: ----------------------------------- Title: -------------------------------- 7 8 Attachment 3 STATEMENT OF REGISTRATION RIGHTS 1. Definitions. For purpose of the Warrant to which this Statement of Registration Rights is attached as Attachment 3: (a) The terms "register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act of 1933, as amended (the "Act"), and the declaration or ordering of effectiveness of such registration statement or document; (b) The term "Registrable Securities" means the shares of Common Stock issued or issuable upon exercise of the Warrant; (c) The term "Holder" means the original holder of the Warrant and any permitted transferee of the Warrant to the extent such persons are the holders of Registrable Securities; and (d) The term "Warrant" means the original Warrant dated April 21, 1997 issued to Gateway Advisors, Inc. and all Warrants issued as a result of the transfer of such original Warrant. 2. Company Registration. If (but without any obligation to do so) the Company proposes at any time before April 21, 2002 to register (including for this purpose a registration effected by the Company for shareholders other than Holder) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give Holder written notice of such registration. Upon the written request of Holder given within fifteen (15) days after mailing of such notice by the Company, the Company shall, subject to the provisions of Section 7 hereof and Section 6 of the Warrant, cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. 3. Obligation of the Company. Subject to the terms of the Warrant and this Attachment 3, in the event that the Company is to effect the registration of any Registrable Securities pursuant to Section 2 hereof, the Company shall promptly: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the holders of a majority of the securities registered thereunder, keep such registration statement effective for up to one hundred twenty (120) days, 8 9 or such shorter period as is required to dispose of all securities covered by such registration statement. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to Holder such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as Holder may reasonably request in order to facilitate the disposition of Registrable Securities owned by Holder. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by Holder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or to agree to any restrictions as to the conduct of its business in the ordinary course thereof. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Holder shall also enter into and perform its obligations under such underwriting agreement, including furnishing an opinion of counsel for such Holder if requested by the managing underwriter. (f) Notify Holder at any time when a prospectus relating to Registrable Securities of Holder covered by such registration statement is required to be delivered under the Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. (g) Furnish, at the request of Holder, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to the Warrant, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to Holder and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to Holder. 9 10 4. Availability of Rule 144. Notwithstanding anything in the Warrant or this Statement of Registration Rights to the contrary, the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to Section 2, if application of Rule 144 would allow Holder requesting a registration under Section 2 to dispose of the Registrable Securities for which a registration is demanded within a single 90-day period. 5. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to the Warrant that the selling Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by Holder, and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities. 6. Expenses. The Company shall bear and pay all expenses other than underwriting discounts and commissions incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2 hereof for Holder, including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto, and the cost of any reasonable fees or disbursements of counsel for Holder. 7. Underwriting Requirements. In connection with any registrations in which Registrable Securities have a right to be included pursuant to Section 2 hereof and which involves an underwriting of securities being issued by the Company, the Company shall not be required, under Section 2 hereof, to include any of Holder's securities in such underwriting unless Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters reasonably believe compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters believe will not jeopardize the success of the offering, the securities so included to be apportioned pro rata among the selling Holder and other shareholders holding contractual registration rights according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by Holder and each other selling shareholder. 8. Delay of Registration. Holder shall have no right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of the Warrant. 9. Indemnification. In the event any Registrable Securities are included in a registration statement filed by the Company: (a) To the extent permitted by law, the Company will indemnify and hold harmless Holder, its officers and directors, any underwriter (as defined in the Act) for Holder and each person, if any, who controls Holder or underwriter within the meaning of the Act or the 10 11 Securities Exchange Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, or liabilities (joint or several) asserted by a third party to which they may become subject under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation of the Company of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act, the 1934 Act or any state securities law; and the Company will reimburse Holder, any of its officers or directors, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, underwriter or controlling person. (b) To the extent permitted by law, Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company with the meaning of the Act, any underwriter and any other shareholder selling securities in such registration statement or any of its directors or officers or any person who controls such shareholder, against any losses, claims, damages, or liabilities (joint or several) asserted by a third party to which the Company or any such director, officer, controlling person, or underwriter or controlling person, or other such shareholder or director, officer or controlling person may become subject, under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Holder expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or controlling person, other shareholder, officer, director, or controlling person, as incurred, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the obligations of Holder hereunder shall be limited to an amount equal to the net proceeds (equal to the offering price less the exercise price, expenses and underwriting commissions and discounts) to such Holder of Shares sold as contemplated herein. Notwithstanding the foregoing, the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Holder, which consent shall not be unreasonably withheld. 11 12 (c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying part under this Section 9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 9, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 9. 10. Reports Under the 1934 Act. With a view to making available to Holder the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit Holder to sell securities of the Company to the public without registration, the Company will endeavor to: (a) Make and keep public information available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and (c) furnish to Holder, so long as Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. 11. Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to the Warrant may be assigned by Holder to a permitted transferee or assignee of the Warrant or of at least 30,000 Shares, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. 12 13 Attachment 4 STATEMENT OF HOLDER The undersigned, represents and warrants to Business Resource Group, a California corporation that the representations and warranties contained in Section 8 of the Common Stock Purchase Warrant to which this Statement is attached are true and correct. The undersigned also agrees to be bound by the terms of Section 9(b) of Attachment 3 to such Warrant. GATEWAY ADVISORS, INC. By: /s/ Robert Wallace -------------------------------- President 13 EX-11.1 3 COMPUTATION OF NET INCOME PER SHARE 1 Exhibit 11.1 BUSINESS RESOURCE GROUP COMPUTATION OF NET INCOME PER SHARE (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED APRIL 30, APRIL 30, ------------------ ------------------ 1997 1996 1997 1996 ------ ------ ------ ------ PRIMARY Net income ................................ $ 534 $ 527 $1,043 $ 933 ====== ====== ====== ====== Weighted average shares outstanding- Common shares ......................... 4,883 4,841 4,878 4,841 Common equivalent shares- Stock options ......................... 102 78 67 48 ------ ------ ------ ------ Total common stock and common stock equivalents ..................... 4,985 4,919 4,945 4,889 ====== ====== ====== ====== Net income per common and common share equivalent ............... $ .11 $ .11 $ .21 $ .19 ====== ====== ====== ======
EX-27.1 4 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS OCT-01-1996 FEB-01-1997 APR-30-1997 1,614 0 14,343 62 951 18,016 3,440 888 21,554 7,234 0 0 0 49 14,144 21,554 18,551 22,526 14,771 17,604 4,022 0 0 911 377 534 0 0 0 534 .11 .11
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