SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-11876
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Uniforce Services, Inc.
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(Exact name of registrant as specified in its charter)
New York 13-1996648
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
415 Crossways Park Drive, Woodbury, NY 11797
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 437-3300
------------------------------
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 .
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APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practical date. 3,016,543 (as of August 1, 1996).
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UNIFORCE SERVICES, INC.
INDEX
Page No.
Part I Financial Information: --------
- -----------------------------
Item 1. Consolidated Condensed Financial Statements
Consolidated condensed statements of earnings -
three months and six months ended
June 30, 1996 and 1995 (unaudited) 1
Consolidated condensed balance sheets -
June 30, 1996 (unaudited) and December
31, 1995 2
Consolidated condensed statements of cash flows -
six months ended June 30, 1996 and 1995
(unaudited) 3
Notes to consolidated condensed financial
statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Part II Other Information:
- --------------------------
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security
Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ---------------------
1996 1995 1996 1995
---- ---- ---- ----
Sales of supplemental
staffing services $32,113,435 $30,444,171 $62,876,763 $59,638,872
Service revenues and fees 1,932,960 1,704,764 3,648,965 3,193,113
----------- ----------- ----------- -----------
Total revenues 34,046,395 32,148,935 66,525,728 62,831,985
----------- ----------- ----------- -----------
Costs and expenses:
Cost of supplemental
staffing services 24,922,410 23,695,693 49,035,777 46,403,540
Licensees' share of gross
margin 1,900,934 2,349,617 3,711,309 4,569,090
General and administrative 4,838,423 4,393,510 9,689,771 8,872,723
Depreciation & amortization 261,197 236,093 472,981 466,335
----------- ----------- ----------- ----------
Total costs and expenses 31,922,964 30,674,913 62,909,838 60,311,688
----------- ----------- ----------- ----------
Earnings from operations 2,123,431 1,474,022 3,615,890 2,520,297
Other income (expense):
Interest - net (536,629) (165,170) (972,216) (249,295)
Other - net 15,740 25,590 17,696 34,433
----------- ----------- ----------- ----------
Earnings before provision for
income taxes 1,602,542 1,334,442 2,661,370 2,305,435
Provision for income taxes 609,000 506,000 1,011,000 874,000
----------- ----------- ----------- ---------
NET EARNINGS $ 993,542 $ 828,442 $ 1,650,370 $ 1,431,435
=========== =========== =========== ===========
Weighted average number
of shares outstanding 3,242,548 4,301,178 3,297,943 4,365,416
NET EARNINGS PER SHARE $ .31 $ .19 $ .50 $ .33
=========== =========== =========== ===========
See accompanying notes to consolidated condensed financial statements.
1
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
June 30, December 31,
1996 1995
------------ ------------
(Unaudited)
ASSETS
Current assets:
- ---------------
Cash and cash equivalents $ 2,044,775 $ 6,444,859
Accounts receivable - net 15,756,313 14,827,862
Funding and service fees
receivable - net 22,861,047 20,918,753
Current maturities of notes
receivable from licensees - net 104,695 132,258
Prepaid expenses and other
current assets 934,332 1,270,268
Deferred income taxes 347,149 347,149
----------- -----------
Total current assets 42,048,311 43,941,149
----------- -----------
Notes receivable from licensees - net 144,579 182,642
Fixed assets - net 3,443,112 2,125,413
Deferred costs and other assets - net 1,754,013 821,244
Cost in excess of fair value of net
assets acquired 6,552,631 3,525,741
----------- -----------
$53,942,646 $50,596,189
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
- --------------------
Loan payable $ 875,000 $ 750,000
Payroll and related taxes payable 7,492,176 7,540,947
Payable to licensees and clients 1,850,404 2,025,563
Income taxes payable 163,481 351,690
Accrued expenses and
other liabilities 3,255,177 4,092,058
----------- -----------
Total current liabilities 13,636,238 14,760,258
----------- -----------
Loan payable - non-current 27,166,700 11,250,000
Capital lease obligation - non-current 829,117 426,109
Stockholders' equity:
- ---------------------
Common stock $.01 par value 51,008 49,912
Additional paid-in capital 8,751,843 7,789,598
Retained earnings 25,458,334 23,990,043
----------- -----------
34,261,185 31,829,553
Treasury stock, at cost, 2,084,245
shares in 1996 and 829,500
shares in 1995 (21,950,594) (7,669,731)
----------- -----------
Total stockholders' equity 12,310,591 24,159,822
----------- -----------
$53,942,646 $50,596,189
=========== ===========
See accompanying notes to consolidated condensed financial statements.
2
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
-------------------------
1996 1995
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Cash flows from operating activities:
Net earnings $ 1,650,370 $ 1,431,435
Adjustments to reconcile net
earnings to net cash provided (used)
by operating activities:
Depreciation and amortization 472,981 466,335
(Increase) in receivables
and prepaid expenses (1,686,800) (7,897,025)
Stock option compensation expense 9,000 9,000
(Decrease) increase in liabilities (1,652,027) 686,922
------------ ------------
Net cash (used) by operating activities (1,206,476) (5,303,333)
------------ ------------
Cash flows from investing activities:
Purchases of fixed assets (516,602) (628,443)
(Increase) decrease in deferred costs
and other investments (509,297) 13,311
Net assets acquired from Montare (4,618,037) --
Decrease in notes receivable
from licensees 65,626 157,760
------------ ------------
Net cash (used) by investing activities (5,578,310) (457,372)
------------ ------------
Cash flows from financing activities:
Principal payments on capital lease
obligations (148,397) --
Increase in loan payable 16,041,700 4,000,000
Cash dividends paid (182,079) (272,174)
Purchase of treasury stock (14,280,863) (2,087,741)
Proceeds from issuance of
common stock 954,341 233,750
------------ ------------
Net cash provided by financing
activities 2,384,702 1,873,835
------------ ------------
Net (decrease) in cash and cash
equivalents (4,400,084) (3,886,870)
Cash and cash equivalents at
beginning of period 6,444,859 7,298,823
------------ ------------
Cash and cash equivalents at
end of period $ 2,044,775 $ 3,411,953
============ ============
Supplemental disclosures:
Cash paid for:
Interest $ 902,105 $ 273,016
------------ ------------
Income taxes $ 1,019,962 $ 669,087
------------ ------------
Non-cash financing activities:
During 1996, the Company entered into capital leases in the amount of
$551,405.
See accompanying notes to consolidated condensed financial statements.
3
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Principles of consolidation
---------------------------
The consolidated financial statements include the accounts of
Uniforce Services, Inc. and its wholly-owned subsidiaries (the "Company"). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
2. Consolidated condensed financial statements
-------------------------------------------
The consolidated condensed financial statements, as shown in
the accompanying index, have been prepared by the Company without audit. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at June 30, 1996, and for all periods presented have
been made.
Certain information and footnote disclosures, normally
included in financial statements prepared in accordance with generally accepted
accounting principles, have been condensed, reclassified or omitted. It is
suggested that these be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's December 31, 1995
financial statements. The results of operations for the period ended June 30,
1996 are not necessarily indicative of the operating results which may be
achieved for the full year.
Tax accruals have been made based on estimated effective
annual tax rates for the periods presented.
3. Acquisition
-----------
On May 17, 1996, the Company acquired the assets of Montare
International, Inc. ("Montare"), a provider of IT (Information Technology)
contract professionals. The purchase price was $3,600,000, in cash. In addition,
the Company acquired certain accounts receivable for $845,486. The purchase
price and accounts receivable acquired were financed through borrowings
available under the Company's credit facility.
This acquisition has been accounted for as a purchase and
accordingly, the purchase price has been allocated to identifiable assets based
on their estimated fair values as of the date of acquisition; $625,633 was
allocated to such assets. The excess of the consideration paid, including the
direct costs of the acquisition, over the estimated fair value of net assets
acquired amounted to $3,147,917 and has been recorded as goodwill and will be
amortized over 20 years on the straight-line basis. The operating results of
Montare have been included with those of the Company from the date of
acquisition.
4
4. Contingencies
-------------
In April 1994, various insurance carriers and their
not-for-profit trade association filed an action against the Company, certain
officers and various other parties; in May 1996, the plaintiffs filed their
Third Amended Complaint. The plaintiffs allege causes of action for breach of
contracts of insurance, negligence, fraud, conspiracy to defraud and fraudulent
inducement. The Company has filed answers, affirmative defenses and
counterclaims directed to the Third Amended Complaint. The Company and its
subsidiaries have filed actions against the trade association alleging violation
of the antitrust laws and against various prior workers' compensation carriers
alleging claims mismanagement. The plaintiffs were granted summary judgment in
the antitrust action and such grant was affirmed upon appeal. The action
alleging claims mismanagement is in the discovery stage. Management believes
that the ultimate outcome of these matters will not have a material adverse
effect upon the financial position of the Company.
In January 1996, various vendors of training films filed an
action against the Company, alleging that the Company improperly used and/or
copied plaintiffs' tapes. Motions have been filed to have the plaintiffs' claims
dismissed and/or severed. Management is engaged in settlement discussions. If
the case is not settled, management intends to vigorously defend the claims and
believes that the claims, even if resolved in plaintiffs' favor, will not have a
material adverse effect upon the financial position of the Company.
5. Tender offer
------------
On December 11, 1995, the Company made an offer to purchase
for cash up to 1,250,000 shares of its Common Stock at $11.25 net per share (the
"Offer"). The 1,250,000 shares that the Company offered to purchase represented
approximately 30% of the Shares outstanding as of December 11, 1995. In January
1996, the Offer was successfully completed.
The total amount required to purchase the 1,250,000 shares was
$14,062,500, exclusive of related fees and other expenses. The purchase price
and related expenses were funded with available borrowings under the Company's
credit facility.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Total revenues increased by $1,897,460, or 5.9%, from
$32,148,935 in the second quarter of 1995 to $34,046,395 in the second quarter
of 1996. For the first six months, total revenues increased by $3,693,743 or
5.9% from $62,831,985 in 1995 to $66,525,728 in 1996.
Sales of supplemental staffing services increased by
$1,669,264 and $3,237,891, respectively, for the second quarter and first six
months of 1996 as compared to 1995. Sales of two of the Company's subsidiaries,
PrO Unlimited(R), Inc. and Brannon & Tully/ Uniforce Information Services(R)
continued to increase during the second quarter of 1996. PrO Unlimited sales
increased by $3,435,437 or 58.6% and $6,761,128 or 61.1%, respectively, for the
second quarter and first six months of 1996 as compared to 1995. Brannon &
Tully/Uniforce Information Services sales increased by $971,265 or 15.9% and
$2,946,724 or 25.0%, respectively, for the second quarter and first six months
of 1996 as compared to 1995. Further contributing to the increase in sales was
the Company's acquisition in May 1996 of certain assets of Montare, a provider
of information technology ("IT") contract professionals. This acquisition
contributed $883,183 of sales in the second quarter of 1996 and has had a
favorable impact on the Company's results of operations. These increases were
partially offset by lower sales by licensees, which were due to a reduction in
the number of licensed offices in the second quarter and first six months of
1996 as compared to the second quarter and first six months of 1995.
The Company's strategy is to expand through the development of
higher margin professional services such as IT, technical, automated office and
other professional support services as well as its PrO Unlimited subsidiary,
while continuing to reduce the percentage of its sales derived from light
industrial assignments. In addition, the Company intends to continue to pursue
acquisitions of established independent supplemental staffing service companies
that offer specialty services.
Service revenues and fees increased by 13.4% from $1,704,764
in the second quarter of 1995 to $1,932,960 in the second quarter of 1996 and
increased 14.3% from $3,193,113 for the first six months of 1995 to $3,648,965
for the first six months of 1996. This reflects increased revenues and fees
generated by existing and new clients of Temporary Help Industry Servicing
Company, Inc. ("THISCO(R)"), one of the Company's subsidiaries. The Company
intends to continue to expand this portion of its business through THISCO and
Brentwood Service Group(R), Inc. ("BSG"). In addition, system-wide sales, which
include sales of associated offices serviced by THISCO and BSG, increased
$9,710,283 or 12.9% from $75,154,458 in the second quarter of 1995 to
$84,864,741 in the second quarter of 1996. In the first six months, system-wide
sales increased by $20,893,186 or 14.7% from $142,287,984 in 1995 to
$163,181,170 in 1996.
6
Cost of supplemental staffing services was 77.6% of sales of
supplemental staffing services in the second quarter of 1996 compared to 77.8%
in the second quarter of 1995. For the first six months, cost of supplemental
staffing services was 78.0% of sales of supplemental staffing services in 1996
and 77.8% in 1995.
Licensees' share of gross margin is principally based upon a
percentage of the gross margin generated from sales by licensed offices. The
gross margin from sales of supplemental staffing services amounted to $7,191,025
and $6,748,478 for the second quarter of 1996 and 1995, respectively. For the
first six months, gross margin from such sales amounted to $13,840,986 in 1996
and $13,235,332 in 1995. Licensees' share of gross margin was 26.4% in the
second quarter of 1996 as compared to 34.8% for the second quarter 1995. For the
first six months, licensees' share of gross margin was 26.8% in 1996 and 34.5%
in 1995. The lower share as a percentage of total gross margin in 1996 is due to
lower licensee sales, increased sales of Brannon & Tully/Uniforce Information
Services and Montare for which there are no related licensee distributions and
to the increased sales of PrO Unlimited for which there are limited
distributions.
General and administrative expenses increased by $444,913 or
10.1% during the second quarter of 1996 as compared to the second quarter of
1995. For the first six months of 1996, general and administrative expenses
increased by $817,048 or 9.2% in 1996 compared to 1995. As a percentage of
revenues, general and administrative expenses were 14.2% and 13.7% for the
second quarter of 1996 compared to 1995, respectively, and 14.6% and 14.1% in
1996 and 1995 for the first six months periods. These increases resulted
principally from higher expenses in payroll and recruiting costs with respect to
permanent staff, the addition of Montare and increased professional fees related
to the litigation described in Note 4 to the consolidated condensed financial
statements.
Net interest expense increased by $371,459 during the second
quarter of 1996 as compared to the second quarter of 1995 and increased by
$722,921 for the first six months of 1996 compared to the first six months of
1995. The increase in interest expense for the 1996 periods compared to 1995 is
a direct result of increased borrowings used for the repurchase of 1,250,000
shares of the Company's common stock described in Note 5 to the consolidated
condensed financial statements and the acquisition of Montare described in Note
3 to the consolidated condensed financial statements.
As a result of the factors discussed above, net earnings
increased by 19.9% from $828,442 ($.19 per share) in the second quarter of 1995
to $993,542 ($.31 per share) in the second quarter of 1996. For the first six
months, net earnings increased by 15.3% from $1,431,435 ($.33 per share) in 1995
to $1,650,370 ($.50 per share) in 1996.
7
FINANCIAL CONDITION
As of June 30, 1996, the Company's working capital decreased
to $28,412,073 as compared to $29,180,891 at December 31, 1995. This decrease
was due primarily to the continuing profitable operations of the Company being
more than offset by an increase in accounts receivable. In addition, cash was
further reduced by acquisitions of fixed assets, the payment of cash dividends,
the acquisition of Montare and the purchase of treasury stock which was largely
financed through the credit facility.
During the first six months of 1996, the Company paid
quarterly cash dividends on shares of its common stock at the quarterly rate of
$.03 per share ($182,079).
On December 8, 1995, the Company entered in an agreement with
a financial institution creating a three-year $35,000,000 credit facility (the
"Credit Facility"). The Credit Facility comprises a term loan in the amount of
$3,000,000 (the "Term Loan") to be paid in monthly installments of $62,500 in
1996, $83,333 in 1997 and $104,167 in 1998, with the balance outstanding due on
December 1, 1998, and a $32,000,000 revolving credit facility (the "Revolving
Facility"), which expires on December 1, 1998. The Company may borrow against
the Revolving Facility up to 85% of eligible accounts receivable and eligible
service and funding fees receivable. The Term Loan bears interest at the
Company's election at either the lender's floating base rate plus .25%, or LIBOR
(London Interbank Offered Rate) plus 2.25%. Borrowings under the Revolving
Facility bear interest at the Company's election at either the lender's floating
base rate, or LIBOR plus 2.125%. Borrowings under the Credit Facility are
secured by a first priority security interest in all owned and after-acquired
real and personal property of the Company.
At June 30, 1996, the Company had outstanding borrowings of
$2,625,000 under the Term Loan bearing interest at an average rate of 7.96% and
$25,416,700 of borrowings under the Revolving Facility bearing interest at an
average rate of 7.81%.
The Credit Facility contains a variety of affirmative and
negative covenants of types customary in an asset-based lending facility,
including those relating to reporting requirements, maintenance of records,
properties and corporate existence, compliance with laws, incurrence of other
indebtedness and liens, restrictions on certain payments and transactions and
extraordinary corporate events. The Credit Facility also contains financial
covenants relating to maintenance of levels of minimum tangible net worth,
EBITDA (earnings before interest, taxes, depreciation and amortization), net
income and fixed charge coverage and restricting the amount of capital
expenditures. In addition, the Credit Facility contains certain events of
default of types customary in an asset-based lending facility. Generally, if the
Credit Facility is terminated (i) during the first nine months of its term, a
fee of 1% of the amount thereof is payable, or (ii) during the succeeding nine
months of its term, a fee of .5% of the amount thereof is payable. The Company
was in compliance with all covenants at June 30, 1996.
8
Prior to December 8, 1995, the Company had maintained with two
banks a working capital credit facility and a revolving credit and term loan
facility. Amounts outstanding under these facilities were repaid with borrowings
available under the Credit Facility.
In January 1996, the Company successfully completed its offer
to purchase 1,250,000 shares of its common stock at $11.25 net per share. The
total amount required to purchase such shares was $14,062,500, exclusive of
related fees and other expenses. The purchase price and related expenses were
funded with borrowings available under the Credit Facility.
As described elsewhere herein, on May 17, 1996, the Company
acquired the assets of Montare, a provider of IT contract professionals. The
purchase price was $3,600,000, in cash. The Company also acquired from Montare
certain accounts receivable for $845,486. The purchase price and accounts
receivable were financed through borrowings available under the Credit Facility.
The Company moved its corporate headquarters in April 1996.
The cost of the move, including purchases of fixed assets, was approximately
$750,000 and was financed from cash flow from operations and financing from the
Credit Facility. The Company believes that internally generated cash flow and
funding from the Credit Facility will be adequate to meet its current operating
requirements for at least the next twelve months. The Company intends to expand
its business through the further development of higher margin professional
services as well as through PrO Unlimited, Montare and Brannon & Tully/Uniforce
Information Services. Additionally, the Company continues to pursue expansion by
acquisition of established independent supplemental staffing service companies
that offer specialty services. The Company anticipates that internal expansion
will also be financed from its cash flow and available borrowings under the
Credit Facility. The magnitude of future acquisitions will determine whether
they can be financed in the same manner or whether additional external sources
of financing will be required. While the Company believes that such sources
would be available on terms satisfactory to it, there can be no assurance in
this regard.
In October 1995, the Financial Accounting Standards Board
(FASB) issued Statement No. 123, "Accounting for Stock-Based Compensation,"
which must be adopted by the Company in 1996. The Company has elected not to
implement the fair value based accounting method for employee stock options, but
has elected to disclose commencing in its 1996 Form 10-K the pro-forma net
income and earnings per share as if such method had been used to account for
stock-based compensation cost as described in Statement No. 123.
9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to ITEM 3. LEGAL PROCEEDINGS of the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, and
to the description therein of a civil action commenced in the Circuit Court for
the Fifteenth Judicial Circuit, Palm Beach County, Florida by National Council
on Compensation Insurance, Inc., National Workers' Compensation Reinsurance
Pool, Insurance Company of North America, The Travelers Insurance Company and
Liberty Mutual Insurance Company.
In May 1996 the plaintiffs filed a Third Amended Complaint,
adding as a plaintiff, The Aetna Casualty and Surety Company. The plaintiffs
also added several defendants unrelated to the Company and two licensees of
Uniforce and discontinued the action against Gordon Robinett, the Company's
Director and former Chief Financial Officer and two other licensees. Harry
Maccarrone, a Director of the Company and its current Chief Financial Officer,
was not named as a defendant because of his motion to dismiss the earlier
complaint in the action for lack of personal jurisdiction had been granted by
the Court. This decision has been appealed by the plaintiffs.
The plaintiffs allege causes of action for breach of contracts
of insurance, negligence, fraud, conspiracy to defraud and fraudulent
inducement. The plaintiffs allege that by virtue of the manner in which the
Company conducted its business, the Company secured workers' compensation
coverage for its temporary employees at premiums below those that should have
been paid. The plaintiffs seek an audit, accounting and damages in an
unspecified amount not less than $11,500,000. Defendants have filed answers,
affirmative defenses and counterclaims directed to the Third Amended Complaint.
Discovery is on-going and no trial date has been set.
Reference is also made to ITEM 3. LEGAL PROCEEDINGS of such
Annual Report on Form 10-K for a description of a civil action filed by the
Company in the United States District Court for the Southern District of
Florida, West Palm Beach Division, against the National Council on Compensation
Insurance, Inc., the National Workers' Compensation Reinsurance Pool and others
alleging violations of the antitrust laws, in which action such defendants had
been granted summary judgment. On July 18, 1996, the United States Court of
Appeals, Eleventh Circuit, affirmed such grant.
Management continues to believe that the ultimate outcome of
these actions will not have a material adverse effect upon the financial
position of the Company.
10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on
June 11, 1996. Votes were cast with respect to the reelection of the six
incumbent Directors as follows:
Number of Shares
of Common Stock
Number of Shares as to Which
of Common Stock Authority to
Nominees Voted in Favor Vote was Withheld
- -------- -------------- -----------------
John Fanning 2,766,856 4,859
Rosemary Maniscalco 2,766,659 5,056
Harry V. Maccarrone 2,766,959 4,756
John H. Brinckerhoff III 2,766,656 5,059
Gordon Robinett 2,767,156 4,559
Joseph A. Driscoll 2,766,656 5,059
The Shareholders also approved the grant of stock options to
Ms. Maniscalco and Mr. Maccarrone, two executive officers of the Company. The
proposal received the affirmative vote of 2,695,561 shares and 41,559 shares
were voted against. The holders of 25,264 shares abstained from voting and there
were 9,331 broker non-votes.
In addition, the Shareholders ratified the appointment of KPMG
Peat Marwick LLP as independent auditors for the Company for the year ending
December 31, 1996 by a vote of 2,760,767 shares in favor and 2,962 against. The
holders of 7,986 shares abstained from voting.
11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
2 Asset Purchase Agreement, dated May 10, 1996, by
and among Uniforce Information Services of Texas,
Inc. ("UIS-TX"), Montare International, Inc.
("Montare"), Joseph Armitage ("Armitage"), David
Mulvaney ("Mulvaney") and Douglas Staley ("Staley")
10.1 Receivables Purchase Agreement, dated May 17, 1996,
by and among UIS-TX, Montare, Armitage, Mulvaney
and Staley
10.2 First Amendment to Loan and Security Agreement and
Other Loan Documents, dated as of March 27, 1996,
by and among Brentwood Service Group, Inc.
("Brentwood"), Computer Consultants Funding &
Support, Inc. ("CCFS"), LabForce of America, Inc.
("LabForce"), PrO Unlimited, Inc. ("PrO"),
Temporary Help Industry Servicing Company, Inc.
("THISCO"), Uniforce MIS Services of Georgia, Inc.
("UMIS-GA"), Uniforce Staffing Services, Inc.
("USSI"), Professional Staffing Funding & Support,
Inc. ("PSFS"), Uniforce Services, Inc.
("Holdings"), Heller Financial, Inc. (in its
individual capacity, "Heller"), for itself, as
Lender, and as Agent for Lenders ("Agent"), and
United Jersey Bank, as a Lender ("UJB")
10.3 Second Amendment to Loan and Security Agreement and
Consent, dated as of May 17, 1996, by and among
Brentwood, CCFS, LabForce, PrO, THISCO, UMIS-GA,
USSI, PSFS, UIS-TX, Holdings, Heller, Agent, UJB,
Brannon & Tully, Inc., E.O. Operations Corp., E.O.
Servicing Co., Inc., Staffing Industry Funding &
Support, Inc., Tempfunds International, Inc.,
THISCO of Canada, Inc., Uniforce Information
Services, Inc., Uniforce Medical Office Support,
Inc., Uniforce Payrolling Services, Inc., USI Inc.
of California, UTS of Delaware, Inc. and UTS Corp.
of Minnesota
27 Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter
ended June 30, 1996.
12
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.
Dated: August 13, 1996 UNIFORCE SERVICES, INC.
By: /s/ John Fanning
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John Fanning, Chairman of the Board
and President
By: /s/ Harry Maccarrone
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Harry Maccarrone, V.P. of Finance,
Principal Financial and Accounting
Officer
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