1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 COMMISSION FILE NUMBER 000-23343 NOVACARE EMPLOYEE SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 23-2866146 (State of incorporation) (I.R.S. Employer Identification No.) 2621 VAN BUREN AVENUE, NORRISTOWN, PA 19403 (Address of principal executive office) (Zip code) Registrant's telephone number: (610) 650-4700 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of April 30, 1998, NovaCare Employee Services, Inc. had 27,118,079 shares of common stock, $.01 par value, outstanding. 2 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES FORM 10-Q - QUARTER ENDED MARCH 31, 1998 INDEX PART NO. ITEM NO. DESCRIPTION PAGE NO. - -------- -------- ----------- -------- I FINANCIAL INFORMATION 1 Financial Statements - Condensed Consolidated Balance Sheets as of March 31, 1998 and June 30, 1997 1 - Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 1998 and 1997 2 - Condensed Consolidated Statements of Operations for the Nine Months Ended March 31, 1998 and 1997 3 - Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 1998 and 1997 4 - Consolidated Statement of Shareholders Equity for the Nine Months Ended March 31, 1998 5 Notes to Condensed Consolidated Financial Statements 6-11 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 12-18 II OTHER INFORMATION 6 Exhibits and Reports on Form 8-K 19 Signature 20 i 3 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1998 AND JUNE 30, 1997 (In thousands, except per share data) MARCH 31, June 30, 1998 1997 --------- --------- ASSETS (UNAUDITED) (See Note 1) Current assets: Cash and cash equivalents .......................................................... $ 6,084 $ 1,782 Accounts receivable: Related party .................................................................. 23,280 27,607 Unbilled ....................................................................... 14,488 7,215 Third parties, net of allowance for doubtful accounts at March 31, 1998 and at June 30, 1997 of $149 and $26, respectively ........................... 6,799 1,910 Prepaid assets ..................................................................... 2,318 567 Deferred income taxes .............................................................. 702 296 Other current assets ............................................................... 1,388 502 --------- --------- Total current assets ........................................................... 55,059 39,879 Property and equipment, net ........................................................... 4,299 1,326 Excess cost of net assets acquired, net ............................................... 72,879 53,691 Other assets, net ..................................................................... 1,081 1,102 --------- --------- $ 133,318 $ 95,998 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of financing arrangements .......................................... $ 234 $ 298 Accounts payable and accrued expenses .............................................. 6,609 6,172 Accrued salaries, wages and payroll taxes .......................................... 37,978 28,159 Current portion of accrued workers' compensation and health claims ................. 13,821 5,423 Note payable to related party ...................................................... -- 28,382 Current portion of deferred purchase price obligations ............................. 2,200 18,905 Income taxes payable ............................................................... 2,300 1,382 --------- --------- Total current liabilities ...................................................... 63,142 88,721 Financing arrangements, net of current portion ........................................ 823 1,068 Accrued workers' compensation and health claims, net of current portion ............... 4,266 1,910 Deferred purchase price obligations, net of current portion ........................... 6,091 856 Other ................................................................................. 816 411 --------- --------- Total liabilities .............................................................. 75,138 92,966 Mandatorily redeemable common stock ................................................... -- 2,731 Commitments and contingencies ......................................................... -- -- Shareholders' equity: Preferred stock, $.01 par value; authorized 1,000 shares; no shares issued or outstanding ................................................................... -- -- Common stock, $.01 par value; authorized 60,000 shares; issued 27,118 shares at March 31, 1998 and 19,193 shares at June 30, 1997 ...................... 271 192 Additional paid-in capital ......................................................... 55,668 1,189 Retained earnings .................................................................. 2,350 -- --------- --------- 58,289 1,381 Less:Common stock in treasury (at cost), 563 shares at June 30, 1997 ............... -- (1,080) Deferred compensation, net .................................................... (109) -- --------- --------- Total shareholders' equity .................................................... 58,180 301 --------- --------- $ 133,318 $ 95,998 ========= ========= The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 1 4 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, --------------------------- 1998 1997 ---------- ---------- Revenues: Related party .......................................................... $ 193,837 $ 99,923 Third parties .......................................................... 144,530 51,153 --------- --------- Total revenues ..................................................... 338,367 151,076 Direct costs: Related party: Salaries, wages and employment taxes of worksite employees ......... 171,931 91,480 Healthcare and workers' compensation, state unemployment and other . 16,642 6,205 Third parties: Salaries, wages and employment taxes of worksite employees ......... 128,280 45,251 Healthcare and workers' compensation, state unemployment and other . 10,212 3,412 --------- --------- Gross profit ..................................................... 11,302 4,728 Selling, general and administrative expenses .............................. 7,630 3,214 Provision for uncollectible accounts ...................................... 55 1 Amortization of excess cost of net assets acquired ........................ 777 440 --------- --------- Income from operations ............................................. 2,840 1,073 Investment income ......................................................... 46 5 Interest expense .......................................................... (121) (2) Interest expense -- related party ......................................... -- (265) --------- --------- Income before income taxes ........................................ 2,765 811 Income taxes .............................................................. 1,286 591 --------- --------- Net income ......................................................... $ 1,479 $ 220 ========= ========= Net income per share - basic ....................................... $ .05 $ .01 ========= ========= Net income per share - assuming dilution ........................... $ .05 $ .01 ========= ========= The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 2 5 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) FOR THE NINE MONTHS ENDED MARCH 31, ------------------------- 1998 1997 --------- --------- Revenues: Related party .......................................................... $ 559,915 $ 99,923 Third parties .......................................................... 347,960 62,047 --------- --------- Total revenues ..................................................... 907,875 161,970 Direct costs: Related party: Salaries, wages and employment taxes of worksite employees ......... 508,127 91,480 Healthcare and workers' compensation, state unemployment and other.. 37,882 6,205 Third parties: Salaries, wages and employment taxes of worksite employees ......... 304,155 54,333 Healthcare and workers' compensation, state unemployment and other.. 28,669 4,382 --------- --------- Gross profit ..................................................... 29,042 5,570 Selling, general and administrative expenses .............................. 19,678 3,874 Provision for uncollectible accounts ...................................... 123 2 Amortization of excess cost of net assets acquired ........................ 1,988 467 --------- --------- Income from operations ............................................. 7,253 1,227 Investment income ......................................................... 163 9 Interest expense .......................................................... (197) (2) Interest expense -- related party ......................................... (611) (299) --------- --------- Income before income taxes ........................................ 6,608 935 Income taxes .............................................................. 3,073 654 --------- --------- Net income ......................................................... $ 3,535 $ 281 ========= ========= Net income per share - basic ....................................... $ .15 $ .02 ========= ========= Net income per share - assuming dilution ........................... $ .15 $ .02 ========= ========= The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 3 6 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands, except per share data) (Unaudited) FOR THE NINE MONTHS ENDED MARCH 31, ------------------------- 1998 1997 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income ................................................................ $ 3,535 $ 281 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation and amortization .......................................... 2,736 583 Provision for uncollectible accounts ................................... 123 2 Changes in assets and liabilities, net of effects from acquisitions: Accounts receivable -- related party ............................... 2,520 (1,266) Accounts receivable -- third parties ............................... (3,875) (24,991) Other current assets ............................................... (1,489) (492) Accounts payable and accrued expenses .............................. (2,725) (138) Accrued salaries, wages, and payroll taxes ......................... 4,589 12,594 Accrued interest -- related party .................................. -- 299 Accrued workers' compensation and health claims .................... 9,090 14,029 Income taxes payable ............................................... 705 323 Other, net ......................................................... 796 495 -------- -------- Net cash flows provided by operating activities ................. 16,005 1,719 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Payments for businesses acquired, net of cash acquired .................... (7,821) (22,590) Payment of deferred purchase price obligations ............................ (17,172) -- Additions to property and equipment ....................................... (2,404) (102) Other, net ................................................................ (515) (127) -------- -------- Net cash flows used in investing activities ..................... (27,912) (22,819) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from initial public offering of common stock ................. 45,719 -- Proceeds from note payable to related party ............................... -- 23,395 Payment of note payable to related party .................................. (28,382) -- Proceeds from financing arrangements ...................................... 4,750 -- Payment of financing arrangements ......................................... (5,884) (30) Payment for purchase of treasury stock .................................... -- (1,080) Proceeds from common stock issued ......................................... 6 858 -------- -------- Net cash flows provided by financing activities ................. 16,209 23,143 -------- -------- Net increase in cash and cash equivalents ................................. 4,302 2,043 Cash and cash equivalents, beginning of period ............................ 1,782 -- -------- -------- Cash and cash equivalents, end of period .................................. $ 6,084 $ 2,043 ======== ======== Supplemental disclosures of cash flow information: Interest paid .......................................................... $ 687 $ 2 ======== ======== Income taxes paid ...................................................... $ 2,273 $ -- ======== ======== The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 4 7 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (In thousands, except per share data) (Unaudited) SHARES ISSUED COMMON --------------------- STOCK ADDITIONAL ($.01 PAR TREASURY PAID-IN DEFERRED RETAINED COMMON TREASURY VALUE) STOCK CAPITAL COMPENSATION EARNINGS ------- -------- --------- -------- ---------- ------------ -------- Balance at June 30,1997 ........... 19,193 (563) $ 192 $(1,080) $ 1,189 $ -- $ -- Issuance through initial public offering, net of offering costs of $6,032 ...... 5,750 -- 58 -- 45,661 -- -- Issuance in connection with acquisitions ................... 1,360 563 13 1,080 4,781 -- -- Accretion of mandatorily redeemable common stock ........ -- -- -- -- -- -- (1,185) Conversion of mandatorily redeemable common stock ........ 813 -- 8 -- 3,907 -- -- Issued under stock option plan .... -- -- -- -- 124 (124) -- Issued for exercise of options .... 2 -- -- -- 6 -- -- Amortization of deferred compensation ................... -- -- -- -- -- 15 -- Net income ........................ -- -- -- -- -- -- 3,535 ======= ======= ======= ======= ======= ======= ======= Balance at March 31, 1998 ......... 27,118 -- $ 271 $ -- $55,668 $ (109) $ 2,350 ======= ======= ======= ======= ======= ======= ======= The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 5 8 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1998 (In thousands, except per share data) (Unaudited) 1. BASIS OF PRESENTATION NovaCare Employee Services, Inc. (the "Company") is a national professional employer organization ("PEO") providing small and medium-sized businesses with comprehensive, fully integrated outsourcing solutions to human resource issues, including payroll management, risk management, benefits administration, unemployment services, temporary staffing and human resource consulting services. The condensed consolidated financial statements include the operations of NovaCare Employee Services, Inc., and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements of the Company are unaudited. The balance sheet as of June 30, 1997 is condensed from the audited balance sheet of the Company at that date. These statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the Company's consolidated financial statements and notes thereto for the period ended June 30, 1997 contained in the Company's final prospectus dated November 11, 1997. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of Company management, the condensed consolidated financial statements for the unaudited interim periods presented include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the Company's financial position and results of operations for the interim periods presented. Certain amounts in the fiscal 1997 condensed consolidated financial statements have been reclassified to conform with the fiscal 1998 presentation. Operating results for the three and nine-month periods ended March 31, 1998 are not necessarily indicative of the results that may be expected for a full year or any portion thereof. 2. INITIAL PUBLIC OFFERING On November 11, 1997, the Company completed an initial public offering of 5,000 shares of its common stock (the "Offering"). Subsequent to the Offering, the Company issued an additional 750 shares pursuant to the exercise of an over-allotment provision, for a total issuance of 5,750 shares. The net proceeds from the Offering, after deducting offering costs of $6,032, amounted to $45,719. The proceeds were used by the Company to pay: (i) the Company's outstanding revolving credit loan of $28,382 from NovaCare, Inc. (the "Parent"), (ii) $1,000 to an affiliate of the Company who is a former owner of a business acquired by the Company, and (iii) $16,172 to retire deferred purchase obligations. Simultaneously with the completion of the Offering, the Company's mandatorily redeemable common stock was converted into 813 shares of the Company's common stock. 6 9 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MARCH 31, 1998 (In thousands, except per share data) (Unaudited) 3. ACQUISITIONS The Company acquired all of the outstanding stock of AmeriCare Employers Group, Inc. ("AmeriCare"), a PEO in Phoenix, Arizona, effective December 1, 1997, for $9,000 in cash, 723 shares of the Company's common stock, the assumption of certain liabilities, and future contingent payments. The cash portion of the purchase price was funded through borrowings under the Company's revolving credit facility and through cash generated from operations. The acquisition has been accounted for as a purchase, and accordingly, the aggregate purchase price was allocated to assets and liabilities based on their fair values at the date of acquisition. The excess of the purchase price over the fair market value of the underlying assets acquired was approximately $19,343. In the third quarter of fiscal 1997, the Company acquired three PEO businesses. In addition, on July 1, 1997, the Company acquired NovaPro, a rehabilitation temporary staffing business, from the Parent. The following unaudited pro forma consolidated results of the Company give effect to each of the acquisitions as if they occurred as of October 1, 1996 (the date of inception): FOR THE NINE MONTHS ENDED MARCH 31, ----------------------------------- 1998 1997 -------------- -------------- Net revenues.............................................. $ 981,124 $ 323,573 Net income (loss)......................................... 3,671 (1,908) Net income per share - basic.............................. $ .15 $ (.10) Net income per share - assuming dilution.................. $ .15 $ (.10) The above pro forma information is not necessarily indicative of the results of operations that would have occurred had the acquisitions been made as of October 1, 1996, or the results which may occur in the future. 4. NET INCOME PER SHARE Statement of Financial Accounting Standards No. 128, "Earnings Per Share," became effective for periods ending after December 15, 1997. This statement revised the calculation of earnings per share from the "primary" and "fully diluted" methods previously employed, to the "basic" and "assuming dilution" methods. The Company had not previously presented fully-diluted earnings per share because the result was not materially different than the primary calculation. Under the new statement, earnings per share-basic represents earnings divided by the weighted average number of shares outstanding during the period. Earnings per share-assuming dilution represents the basic weighted average shares outstanding adjusted for the effects of stock options and contingently issuable shares under certain acquisition agreements. The calculation of the Company's earnings per share-assuming dilution closely resembles that used in prior calculations of primary earnings per share. In accordance with this statement, the Company has replaced its disclosure of primary net income per share with net income per share-basic and net income per share-assuming dilution. 7 10 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MARCH 31, 1998 (In thousands, except per share data) (Unaudited) 4. NET INCOME PER SHARE (CONTINUED) The following table sets forth the computation and reconciliation of net income per share-basic and net income per share-assuming dilution: FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED MARCH 31, MARCH 31, ------------------------------- ------------------------------- 1998 1997 1998 1997 ------------- ------------- ------------- ------------- NET INCOME................................. $ 1,479 $ 220 $ 3,535 $ 281 ============= ============= ============= ============= WEIGHTED AVERAGE SHARES OUTSTANDING: WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC................................. 27,544 17,904 24,134 17,205 Stock options........................... 130 -- 140 -- ------------- ------------- ------------- ------------- WEIGHTED AVERAGE SHARES OUTSTANDING - ASSUMING DILUTION...................... 27,674 17,904 24,274 17,205 ============= ============= ============= ============= NET INCOME PER SHARE - BASIC............ $ .05 $ .01 $ .15 $ .02 ============= ============= ============= ============= NET INCOME PER SHARE - ASSUMING DILUTION............................... $ .05 $ .01 $ .15 $ .02 ============= ============= ============= ============= Net income per share has been computed in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 98 ("SAB 98"). SAB 98 requires that common shares issued by the Company in the twelve months immediately preceding a proposed public offering plus the number of common equivalent shares which became issuable during the same period pursuant to the grant of stock options at prices substantially less than the security's fair value (nominal issuances) be included in the calculation of common stock and common stock equivalent shares, as if they were outstanding for all periods presented. The Company determined there were no material issuances of nominal shares in the twelve months preceding the Offering. Options to purchase 862 shares of common stock for the three and nine-months ended March 31, 1998, were not included as common stock equivalents in the computation of net income per share-assuming dilution because the effect would be antidilutive. As part of certain purchase agreements, the former stockholders are eligible to receive additional shares of the Company's common stock contingent upon achieving certain financial and operating criteria. Approximately 2,068 contingently issuable shares were not included in the computation of net income per share-assuming dilution because all specified financial and operating conditions have not been satisfied. There were no transactions occurring subsequent to March 31, 1998 that would have materially changed the number of shares used in computing net income per share-basic or net income per share-assuming dilution. 8 11 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED) MARCH 31, 1998 (In thousands, except per share data) (Unaudited) 5. PROPERTY AND EQUIPMENT The components of property and equipment were as follows: MARCH 31, June 30, 1998 1997 -------------- -------------- Land and buildings........................................ $ 159 $ 70 Property, equipment and furniture......................... 2,009 1,019 Leasehold improvements.................................... 506 162 Computer equipment and capitalized software............... 2,330 240 -------------- -------------- 5,004 1,491 Less: Accumulated depreciation and amortization........... (705) (165) ============== ============== $ 4,299 $ 1,326 ============== ============== 6. FINANCING ARRANGEMENTS Financing arrangements consisted of the following: MARCH 31, June 30, 1998 1997 ------------- ------------- Subordinated promissory notes (6% to 10%), through 2002...... 746 1,322 Other........................................................ 311 44 ------------- ------------- 1,057 1,366 Less: current portion........................................ (234) (298) ============= ============= $ 823 $ 1,068 ============= ============= Subsequent to the Offering, the Company entered into a $25,000 three-year revolving credit facility with a syndicate of lenders (the "Credit Facility"). The Credit Facility provides for revolving credit available to fund working capital, capital expenditures, standby letters of credit and finance acquisitions. The Credit Facility includes a $5,000 letter of credit subfacility. The Credit Facility provides for interest at a variable rate, depending on certain financial ratios, equal to (a) the EuroDollar rate plus a range of 1.375% to 2.50% or (b) the lead lender's prime rate plus a range of 0.125% to 1.25%. In addition, the Company has agreed to pay a commitment fee ranging from 0.30% to 0.50% per annum on the unused portion of the commitment. Loans made under the Credit Facility are collateralized by a pledge of all of the (i) Company's interest in the common stock of its subsidiaries, (ii) assets of the Company and its subsidiaries, and (iii) Parent's interest in the common stock of the Company. 9 12 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MARCH 31, 1998 (In thousands, except per share data) (Unaudited) 6. FINANCING ARRANGEMENTS (CONTINUED) Under the Credit Facility, the Company had outstanding a letter of credit in the amount of $1,141, which guarantees payment of claims to one of the Company's former workers' compensation insurance carriers. The unused portion of the Credit Facility at March 31, 1998 was $23,859 after reduction for the letter of credit described above. 7. ACCRUED WORKERS' COMPENSATION AND HEALTH CLAIMS The Company's accruals for claims are summarized as follows: MARCH 31, June 30, 1998 1997 ------------- ------------- Accrued health benefit premiums payable and claims reserves...... $ 12,643 $ 3,756 Accrued workers' compensation premiums payable and claims reserves ..................................................... 5,444 3,577 ------------- ------------- 18,087 7,333 Less: workers' compensation and health claims expected to be settled in less than one year................................. (13,821) (5,423) ============= ============= $ 4,266 $ 1,910 ============= ============= 8. MANDATORILY REDEEMABLE COMMON STOCK Mandatorily redeemable common stock was issued in the prior year in connection with certain acquisitions which provided certain registration and valuation rights. On November 11, 1997, all 813 shares of mandatorily redeemable stock were converted into common stock. 9. DEFERRED COMPENSATION On August 8 and September 5, 1997, the Company granted options to certain executives, in conjunction with compensation agreements, to purchase shares of common stock at an exercise price of $4.50 per share. There was no trading market for the common stock as of each respective date. For financial statement purposes, a fair market value for the common stock has been determined by the Board of Directors to be $7.12 on August 8, 1997 and $9.00 on September 5, 1997. Accordingly, the Company has recorded deferred compensation expense based on the difference between the exercise price and the fair market value of the common stock on the date of grant, in the aggregate amount of $124. This amount is recognized as compensation expense over the vesting period of five years, on a straight-line basis. The unamortized portion of deferred compensation is recorded as a reduction to shareholders' equity. At March 31, 1998, the remaining unamortized portion of deferred compensation amounted to $109. 10. COMMITMENTS AND CONTINGENCIES The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions will not have a materially adverse effect on the financial position or results of operations of the Company. 10 13 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) MARCH 31, 1998 (In thousands, except per share data) (Unaudited) 10. COMMITMENTS AND CONTINGENCIES (CONTINUED) Certain purchase agreements require additional payments if specific financial and/or operating conditions are met. Aggregate contingent payments in connection with these acquisitions at March 31, 1998 of approximately 1,416 shares of common stock have not been included in the initial determination of cost of the businesses acquired since the amount of such contingent consideration, if any, is not presently determinable. The Company's operations are subject to numerous Federal, state and local laws related to employment, taxes and benefit plan matters. Generally, these regulations affect all companies in the United States. However, the regulatory environment for PEOs is an evolving area due to uncertainties resulting from the non-traditional employment relationships. Many Federal and state laws relating to tax and employment matters were enacted prior to the development of PEO companies and do not specifically address the obligations and responsibilities of these co-employer relationships. The Internal Revenue Service (the "IRS") is conducting a market segment study of the PEO industry (the "Market Segment Study") focusing on selected PEOs (not including the Company) in order to examine the relationship among PEOs, their clients, worksite employees, and the owners of clients. IRS officials previously indicated that the Market Segment Study was expected to be completed during the early months of 1998. However, more recent IRS statements suggest that an announcement of the IRS' position with respect to PEOs may be delayed. If the IRS concludes that PEOs are not "employers" of certain worksite employees for purposes of the Internal Revenue Code, the Company's benefit plans (including cafeteria, health and welfare, and retirement plans) may lose their favorable tax status, and the Company may no longer be able to assume its clients' Federal employment tax withholding obligations. 11 14 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW NovaCare Employee Services, Inc. (the "Company") is one of the largest professional employer organizations ("PEO"s) in the United States. The Company was established by NovaCare, Inc. (the "Parent"), in September 1996, as a subsidiary and commenced operations on October 1, 1996, concurrent with the acquisition of one PEO business. In February 1997, the Company acquired three additional PEO businesses and entered into a contract with the Parent to provide traditional PEO services to principally all of the Parent's worksite employees (the "NovaCare Contract"). On July 1, 1997, the Company acquired NovaPro, a rehabilitation temporary staffing business, from the Parent. Effective December 1, 1997 the Company acquired AmeriCare Employers Group, Inc. ("AmeriCare"), a PEO business. As of March 31, 1998, the Company served 2,650 organizations with 47,161 employees at over 3,000 worksites in 45 states, principally in 10 different industries. The Company is an employee services company which provides small and medium-sized businesses with comprehensive, fully integrated outsourcing solutions to human resource issues, including payroll management, risk management, benefits administration, unemployment services and human resource consulting services. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 The following table sets forth certain income statement and statistical data for the three months ended March 31, 1998 and 1997. FOR THE PERIOD FROM ---------------------------------------------------- JANUARY 1, 1998 TO JANUARY 1, 1997 TO (TABLE IN THOUSANDS, EXCEPT PERCENTAGES) MARCH 31, 1998 MARCH 31, 1997 ------------------------ ----------------------- OPERATING RESULTS: $ % $ % --------- ---------- --------- ---------- Revenues ..................... $ 338,367 100.0% $ 151,076 100.0% Direct costs: Salaries, wages and employment taxes of worksite employees 300,211 88.7 136,731 90.5 Health care, workers' compensation, state ........ 26,854 7.9 9,617 6.4 unemployment taxes and other --------- --------- --------- ---------- Gross profit ............... 11,302 3.3 4,728 3.1 Selling, general and administrative expenses .... 7,685 2.3 3,215 2.1 Amortization of excess cost of net assets acquired ........ 777 0.2 440 0.3 --------- --------- --------- ---------- Income from operations ..... 2,840 0.8 1,073 0.7 Interest expense, net ........ (75) (0.0) (262) (0.2) --------- --------- --------- ---------- Income before income taxes . 2,765 0.8 811 0.5 Income tax expense ........... 1,286 0.4 591 0.4 --------- --------- --------- ---------- Net income ................. $ 1,479 0.4% $ 220 0.1% ========= ========= ========= ========== 12 15 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 (CONTINUED) FOR THE PERIOD FROM ------------------------------------- JANUARY 1, JANUARY 1, 1998 TO 1997 TO MARCH 31, 1998 MARCH 31, 1997 ----------------- ----------------- STATISTICAL DATA: EBITDA (in thousands) (1)....................... $ 3,881 $ 1,608 Number of clients at period end................. 2,650 1,531 Worksite employees at period end: Third parties................................. 30,035 16,917 Related party................................. 17,126 15,728 ----------------- ----------------- Total......................................... 47,161 32,645 ================= ================= Weighted average worksite employees paid during the period: Third parties................................. 29,373 11,860 Related party................................. 16,990 15,546 ----------------- ----------------- Weighted average.............................. 46,363 22,285 ================= ================= Quarterly gross profit per weighted average worksite employee (in whole $'s): Third parties................................. $ 206 $ 210 Related party................................. 310 216 Weighted average.............................. 244 212 (1) EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. EBITDA is presented because it is a widely accepted financial indicator of a company's ability to incur and service debt. However, EBITDA should not be considered in isolation or as a substitute for net income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. Also, the EBITDA definition used herein may not be comparable to similarly titled measures reported by other companies. Revenues were $338.4 million for the three months ended March 31, 1998, compared to $151.1 million for the three months ended March 31, 1997, representing an increase of $187.3 million or 124%. The increase is attributable to an increased number of clients and worksite employees. From March 31, 1997 to March 31, 1998, the number of clients increased 73% from 1,531 to 2,650, and the number of weighted average worksite employees increased 108% from 22,285 to 46,363. The increases are attributed to: (i) the March 31, 1997 quarter containing two months of operations for the NovaCare Contract and the three PEOs acquired in February 1997, versus three months of operations in the March 31, 1998 quarter, (ii) internal growth in existing markets, (iii) the acquisition of one PEO business (AmeriCare), which was completed during the second quarter of fiscal 1998, and (iv) the development of new markets. 13 16 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 (CONTINUED) Gross profit was $11.3 million for the three months ended March 31, 1998, compared to $4.7 million for the three months ended March 31, 1997, representing an increase of $6.6 million or 140%. The increase in gross profit is directly attributable to the growth in clients and worksite employees. Gross profit was 3.3% of revenue for the three months ended March 31, 1998, compared to 3.1% for the same period in the prior year. The third quarter gross profit per third party weighted average worksite employee of $206 decreased slightly from $210 for the comparable period in the prior year due to a full quarter of operations for the three PEOs acquired in February 1997, which have a lower gross profit percentage versus the initial acquisition in October 1996. The third quarter gross profit per related party weighted average worksite employee increased to $310 from $216 for the comparable period in the prior year due to the providing of temporary staffing services and continued improvement in the management of employee benefits program costs. Selling, general and administrative expenses increased to $7.7 million for the three months ended March 31, 1998 from $3.2 million for the three months ended March 31, 1997, representing an increase of $4.5 million or 140%. The increase results from increased staffing and other expenses associated with: (i) the timing of acquisitions and the start-up of the NovaCare Contract, (ii) opening new markets, and (iii) executing the Company's internal growth strategy. Selling, general and administrative expenses were 2.3% of revenues for the three months ended March 31, 1998, compared to 2.1% for the same period in the prior year. The increase in selling, general and administrative expenses as a percentage of revenue is also due to the factors described above. Amortization of excess cost of net assets acquired increased to $777,000 for the three months ended March 31, 1998 from $440,000 for the comparable period in the prior year. The increase is attributable to the amortization associated with the AmeriCare acquisition, which was completed in the second quarter of fiscal 1998, and a full quarter of amortization from acquisitions completed in February 1997. Interest expense, net of investment income, decreased to $75,000 for the three months ended March 31, 1998 from $262,000 for the comparable period in the prior year. The decrease is due primarily to the repayment, in the second quarter of fiscal 1998, of outstanding indebtedness to the Parent with a portion of the net proceeds available from an initial public offering completed November 11, 1997 (the "Offering"). Income tax expense as a percentage of pretax income decreased to 46.5% from 72.9%. The principal reasons for the reduction in the tax rate are the effects of non-deductible amortization of excess cost of net assets acquired and lower effective state income tax rates. 14 17 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1998 (CONTINUED) The following table sets forth certain income statement and statistical data for the nine months ended March 31, 1998 and the period from October 1, 1996 (inception) to March 31, 1997. FOR THE PERIOD FROM ------------------------------------------------------------------ JULY 1, 1997, OCTOBER 1, 1996 TO (INCEPTION), TO (TABLE IN THOUSANDS, EXCEPT MARCH 31, 1998 MARCH 31, 1997 PERCENTAGES) -------------------------------- -------------------------------- OPERATING RESULTS: $ % $ % ---------------- -------------- --------------- --------------- Revenues.......................... $ 907,875 100.0% $ 161,970 100.0% Direct costs: Salaries, wages and employment taxes of worksite employees..... 812,282 89.5 145,813 90.0 Health care, workers' compensation, state unemployment taxes and other.... 66,551 7.3 10,587 6.5 ---------------- -------------- --------------- --------------- Gross profit.................... 29,042 3.2 5,570 3.4 Selling, general and administrative expenses......... 19,801 2.2 3,876 2.4 Amortization of excess cost of net assets acquired............. 1,988 0.2 467 0.3 ---------------- -------------- --------------- --------------- Income from operations.......... 7,253 0.8 1,227 0.8 Interest expense, net............. (645) (0.1) (292) (0.2) ---------------- -------------- --------------- --------------- Income before income taxes...... 6,608 0.7 935 0.6 Income tax expense................ 3,073 0.3 654 0.4 ---------------- -------------- --------------- --------------- Net income...................... $ 3,535 0.4% $ 281 0.2% ================ ============== =============== =============== FOR THE PERIOD FROM ------------------------------------------- JULY 1, 1997 OCTOBER 1, 1996 TO (INCEPTION) TO MARCH 31, MARCH 31, 1998 1997 ------------------- -------------------- STATISTICAL DATA: EBITDA (in thousands) (1)....................... $ 9,990 $ 1,810 Number of clients at period end................. 2,650 1,531 Worksite employees at period end: Third parties................................ 30,035 16,917 Related party................................ 17,126 15,728 ------------------- -------------------- Total...................................... 47,161 32,645 =================== ==================== Weighted average worksite employees paid during the period: Third parties................................ 24,654 11,860 Related party................................ 16,088 15,546 ------------------- -------------------- Weighted average............................. 40,742 22,285 =================== ==================== Year-to-date gross profit per weighted average worksite employee (in whole $'s): Third parties................................ $ 614 $ 281 Related party................................ 864 216 Weighted average............................. 713 250 15 18 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1998 (CONTINUED) - ------------ (1) EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. EBITDA is presented because it is a widely accepted financial indicator of a company's ability to incur and service debt. However, EBITDA should not be considered in isolation or as a substitute for net income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of a company's profitability or liquidity. Also, the EBITDA definition used herein may not be comparable to similarly titled measures reported by other companies. Revenues and gross profit increased to $907.9 million and $29.0 million, respectively, for the nine-month period ended March 31, 1998 from $162.0 million and $5.6 million, respectively, for the period ended March 31, 1997. The increase in revenue and gross profit is directly attributable to growth in clients and worksite employees, caused by: (i) the timing of the consummation of the NovaCare Contract, (ii) the completion of three acquisitions in February 1997, (iii) the completion of the AmeriCare acquisition in the second quarter of fiscal 1998, (iv) internal growth in existing markets and (v) internal growth of the NovaPro acquisition completed on July 1, 1997. The gross profit per third party weighted average worksite employee for the nine months ended March 31, 1998 increased to $614 from $281 in the prior year period. The increase is due to: (i) the completion of three acquisitions in February 1997, (ii) the completion of the AmeriCare acquisition in the second quarter of fiscal 1998, and (iii) internal growth in existing markets. The gross profit per related party weighted average worksite employee for the nine months ended March 31, 1998 increased to $864 from $216 for the period in the prior year. The increase is due to the timing of the consummation of the NovaCare Contract and the providing of temporary staffing services. Selling, general and administrative expenses increased to $19.8 million for the nine months ended March 31, 1998 from $3.9 million for the period ended March 31, 1997, representing an increase of $15.9 million. The increase results from increased staffing and other expenses associated with: (i) the timing of acquisitions and start-up of the NovaCare Contract (ii) opening of new markets and, (iii) internal growth strategy. Selling, general and administrative expenses were 2.2% of revenues for the nine months ended March 31, 1998, compared to 2.4% for the period ended March 31, 1997. The percentage decrease results from the acquisitions completed in February and December 1997 having a reduced level of selling, general and administrative expenses as a percentage of revenue than the Company's platform acquisition made in October 1996. Additionally, the Company has been able to realize selling, general and administrative expense leverage through revenue growth. Amortization of excess cost of net assets acquired increased to $2.0 million for the nine months ended March 31, 1998 from $467,000 for the period ended March 31, 1997. The increase is attributable to nine months of amortization associated with acquisitions completed in February 1997 and four months of amortization from the AmeriCare acquisition, which was completed in the second quarter of fiscal 1998. Interest expense, net of investment income, increased to $645,000 for the nine months ended March 31, 1998 from $292,000 for the period ended March 31, 1997, principally as a result of increased borrowings from the Parent, an increase in the average period of indebtedness to the Parent, and the short-term utilization of the Company's revolving credit facility to finance the AmeriCare acquisition. Income tax expense as a percentage of pretax income decreased to 46.5% from 69.9%. The principal reasons for the reduction in the tax rate are the effects of non-deductible amortization of excess cost of net assets acquired and lower effective state income tax rates. 16 19 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES The Company had $6.1 million of cash and cash equivalents as of March 31, 1998. As of the same date, the Company had a working capital deficit of $8.1 million versus a working capital deficit of $48.8 million at June 30, 1997. The $40.7 million improvement in working capital results from the receipt of proceeds from the Offering which were utilized to pay the Parent indebtedness and retire deferred purchase obligations. The Company's primary short-term liquidity requirements relate to the payment of accrued payroll and payroll taxes of its worksite and internal employees, accounts payable and the payment of accrued workers' compensation expense and health benefit plan premiums. The Company's cash flows provided by operating activities were $16.0 million for the nine months ended March 31, 1998 resulting primarily from net income of $3.5 million, amortization and depreciation of $2.7 million, and a $9.1 million liability increase in accrued health and workers compensation claims. Accounts receivable, accrued salaries, wages, payroll taxes, and health benefit premiums payable are subject to fluctuations depending on the correlation between the financial reporting cycle versus the payroll cycle. Cash expended for investing activities for the nine months ended March 31, 1998 was $27.9 million primarily resulting from the payment of $17.2 million to retire deferred purchase obligations, a $7.8 million payment for the AmeriCare acquisition, and $2.9 million of payments for additions to furniture, equipment and other assets to support the Company's growth. Although the Company currently has no significant capital commitments, the Company anticipates the possible acquisition of PEO or other employee services businesses in strategic markets during the remainder of fiscal 1998. Net cash provided by financing activities was $16.2 million for the nine months ended March 31, 1998. During the period, the Company completed the Offering and received proceeds of $45.7 million, net of offering costs, from the sale of 5.8 million shares of common stock of the Company. The Company used $28.4 million of its proceeds to retire debt due to the Parent. In November 1997, the Company entered into a $25.0 million three-year revolving credit facility with a syndicate of lenders. The credit facility provides for interest at a variable rate, depending on certain financial ratios, equal to (a) the EuroDollar rate plus a range of 1.375% to 2.50% or (b) the lead lender's prime rate plus a range of 0.125% to 1.25%. In addition, the Company has agreed to pay a commitment fee ranging from 0.30% to 0.50% per annum on the unused portion of the commitment. Loans made under the Credit Facility are collateralized by a pledge of all of the (i) Company's interest in the common stock of its subsidiaries, (ii) assets of the Company and its subsidiaries, and (iii) Parent's interest in the common stock of the Company. As of March 31, 1998, $23.9 million was available after reductions of letters of credit totalling $1.1 million. The Company believes the cash flows generated by the Company's operations, together with its existing cash and availability of credit under the credit facility will be sufficient to meet the Company's short- and long-term cash needs. 17 20 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) YEAR 2000 COMPLIANCE The Company is in the process of assessing the effects of Year 2000 software issues on its present information technology structure. As of March 31, 1998, that assessment, including a determination of the exposure of the Company's business processes to these issues and the need for and estimated costs associated with any necessary conversions had not been completed. CAUTIONARY STATEMENT Except for historical information, matters discussed above including, but not limited to, statements concerning future growth, are forward-looking statements that are based on management's estimates, assumptions and projections. Important factors that could cause results to differ materially from those expected by management include management retention and development, management's success in integrating acquired businesses, in developing and introducing new products and lines of business and in entering new markets, adverse Internal Revenue Service rulings and state regulations with respect to the employer status of employee services businesses and the Company's ability to implement its employee services business model. 18 21 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibit Number Exhibit Description Page Number ------ ------------------- ----------- 10(a) Revolving Credit Agreement First Amendment dated as of March 30, 1998 by and among NovaCare Employee Services, Inc. and certain of its subsidiaries and PNC Bank, N.A., SunTrust Bank of Central Florida, N.A., Bank One of Kentucky, N.A., and AMSouth Bank. 27 Financial Data Schedule (B) Reports on Form 8-K On March 31, 1998, the Company filed Amendment No. 1 to the Current Report on Form 8-K dated January 15, 1998 with the Securities and Exchange Commission reporting information under Item 7, Financial Statements and Exhibits On February 2, 1998, the Company filed a Current Report on Form 8-K dated January 15, 1998 with the Securities and Exchange Commission reporting information under Item 2, Acquisition or Disposition of Assets and Item 7, Financial Statements and Exhibits. 19 22 NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES 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. NOVACARE EMPLOYEE SERVICES, INC. (REGISTRANT) MAY 15, 1998 BY /s/ THOMAS D. SCHUBERT ------------------------------------------ THOMAS D. SCHUBERT SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER 20