As filed with the Securities and Exchange Commission on September 29, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
Commission file number 0-28662
PROFESSIONAL STAFF PLC
(Exact name of Registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
Buckland House
Waterside Drive
Langley Business Park
Slough SL3 6EZ
England
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(Address of principal executive offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Name of each exchange
each class on which registered
---------- -------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Ordinary Shares, nominal value 2p per share
(Title of Class)
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION
PURSUANT TO SECTION 15(d) OF THE ACT:
None
(Title of Class)
Indicate the number of issued shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the
annual report:
8,622,837 Ordinary Shares, nominal value 2p per share
-----------------------
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 [ ]
Indicate by check mark which financial statement item the
Registrant has elected to follow:
Item 17 [ ] Item 18 |X|
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TABLE OF CONTENTS
PART I.........................................................................4
Item 1. DESCRIPTION OF BUSINESS..........................................4
Item 2. DESCRIPTION OF PROPERTY.........................................11
Item 3. LEGAL PROCEEDINGS...............................................11
Item 4. CONTROL OF REGISTRANT...........................................11
Item 5. NATURE OF TRADING MARKET........................................12
Item 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY
HOLDERS.........................................................12
Item 7. TAXATION........................................................13
Item 8. SELECTED FINANCIAL DATA.........................................16
Item 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS...........................................18
Item 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK.....................................................23
Item 10. DIRECTORS AND OFFICERS OF REGISTRANT............................23
Item 11. COMPENSATION OF DIRECTORS AND OFFICERS..........................25
Item 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR
SUBSIDIARIES....................................................25
Item 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS..................26
PART II.......................................................................27
Item 14. DESCRIPTION OF SECURITIES TO BE REGISTERED......................27
PART III......................................................................27
Item 15. DEFAULTS UPON SENIOR SECURITIES................................27
Item 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR
REGISTERED SECURITIES..........................................27
PART IV.......................................................................27
Item 17. FINANCIAL STATEMENTS...........................................27
Item 18. FINANCIAL STATEMENTS...........................................27
Item 19. FINANCIAL STATEMENTS AND EXHIBITS..............................27
2
Introduction
In this Annual Report on Form 20-F (the "Annual Report"), references
to "U.S. dollars", "dollars", "U.S.$" or "$" are to currency of the United
States of America (the "U.S." or the "United States"), references to "pounds
sterling", "sterling", "(pound), "pence" or "p" are to currency of the United
Kingdom of Great Britain and Northern Ireland (the "U.K." or "United Kingdom").
The Company publishes its consolidated financial statements in pounds sterling.
Solely for the convenience of the reader, this Annual Report contains
translations of certain pound sterling amounts into U.S. dollars at specified
rates. These translations should not be construed as representations that the
pound sterling amounts actually represent such U.S. dollar amounts or have been,
could have been, or could be, converted into U.S. dollars at the rate indicated
or at any other rate. Unless otherwise indicated, the translations of pounds
sterling into U.S. dollars have been made at $1.5922 per (pound)1.00, the noon
buying rate in the City of New York for cable transfers in pounds sterling as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Noon Buying Rate") on March 31, 2000.
Professional Staff plc prepares its financial statements in accordance
with accounting principles generally accepted in the United States ("U.S.
GAAP"). The financial statements and other financial data included elsewhere in
this Annual Report have been prepared in accordance with U.S. GAAP, unless
otherwise stated. The Company prepares its financial statements on the basis of
a financial year beginning on April 1 and ending on March 31. References to a
fiscal year in this Annual Report shall, unless otherwise indicated, be
references to the financial year of the Company ending on March 31 of such year.
In this Annual Report, financial results and operating statistics are, unless
otherwise indicated, stated on the basis of such financial years.
Unless otherwise specified or the context otherwise requires, in this
Annual Report, the "Company" or "Professional Staff" refers to Professional
Staff plc together with its subsidiaries.
The following refer to businesses within the Company's Science
operations, "SRG" refers to Science Recruitment Group Limited, "The Woolf Group"
refers to The Woolf Group, Inc., "Euromedica" refers to Euromedica plc and
Euromedica International Limited combined.
The following refer to businesses within the Company's Technology
operations, "S.Com" refers to S.Com Group Plc and subsidiaries, "S-Com" refers
to S-Com Computer Systems Engineers Limited, "SDS" refers to SDS Computer Group
Limited and "EPL" refers to EPL Overseas Limited.
The following refer to businesses within the Company's Management
operations, "PS Interim" refers to Executives on Assignment and Praxis combined,
"Executives on Assignment" refers to Executives on Assignment Limited, "Praxis"
refers to Praxis Executive Task Force Limited, "Salisbury" refers to The
Salisbury Consulting Group Limited.
The Company was incorporated on February 20, 1990 under the laws of
England and Wales. Its principal executive offices are located at Buckland
House, Waterside Drive, Langley Business Park, Slough SL3 6EZ, United Kingdom
(telephone 44-1-753-580-540).
3
PART I
Item 1. DESCRIPTION OF BUSINESS
Summary
Professional Staff is a specialty staffing services company based in
the United Kingdom, providing temporary and permanent placement services to the
Technology, Science and Management sectors. Since the Company's initial public
offering in August 1996, the Company has completed nine acquisitions which have
expanded the range of specialty services, geographic markets and industry
sectors that the Company serves.
Within the Technology sector, S.Com places specialized professionals in
telecommunications, datacommunications, IT and specialty engineering on a
worldwide basis from operations in the United Kingdom, United States and
Germany. Major customers of the Company's Technology staffing services include
BT, Orange, Ericsson, Qualcomm, Lucent and Nokia.
Within the Science sector, SRG continues to dominate the UK laboratory
staffing market through its SRG Lab Staff brand which offers scientists and
laboratory technicians with expertise in more than 500 different skills. In the
United States, the Woolf Group offers clinical research professionals and
associated services to major pharmaceutical and clinical research organisations.
The Science division also includes Euromedica, an executive search consultancy
dedicated to the pharmaceutical and healthcare industries. The Company's major
clients within the science sector include Glaxo Wellcome, Zeneca, SmithKline
Beecham and Merck and Sharpe & Dohme.
Within the management sector, the Company, through Praxis and
Executives on Assignment, is a leader in the UK interim management market
offering executives and senior managers across a broad spectrum of industry and
commerce.
Recent Events
On July 20, 2000 the Company announced that it had agreed to the terms
of a recommended cash offer of $8.34 per Ordinary Share to be made by First
Saddle Limited for the whole of the issued and unconditionally allotted share
capital of the Company not already owned or agreed to be acquired by First
Saddle. First Saddle was established by Benjamin Blackden, Chairman of the
Company, Kevin Worrall, Chief Financial Officer of the Company, Bruce Culver,
Non-Executive Director of the Company and Granville Baird Capital Partners
Limited for the purpose of effecting a management buyout of the Company.
The offer was considered by a special committee of independent
directors of the Company. The Board, acting through the special committee
considered the terms of the offer and the arrangements with management to be
fair and in the best interests of the Company's securityholders and unaminously
recommended that securityholders accept the offer. In arriving at this
conclusion the special committee received an opinion from Jefferies & Company,
Inc. that the offer in financial terms and the arrangements with management were
fair and reasonable so far as securityholders were concerned.
On August 23, 2000 First Saddle announced that the minimum acceptance
condition, being receipt of valid acceptances in respect of not less than 90% of
shares to which the offer related, had not been met. At the end of the Initial
Offer Period valid acceptances of the offer had been received in respect of
approximately 82% of the shares to which the offer related. First Saddle
therefore announced that its offer had lapsed in accordance with its terms.
Industry Overview
The staffing industry in the United Kingdom, including both temporary
and permanent staffing, is the largest in Europe and has experienced significant
growth. From 1995 to 1998, the total market grew from an estimated $18 billion
to $25 billion, or approximately 38%. Current estimates put the total market at
$25 to $30 billion. The penetration rate, measured as the number of temporary
workers expressed as a percentage of the total work force, is estimated by the
Recruitment & Employment Confederation ("REC") to be approximately 3% to 4%. The
UK market is highly fragmented with approximately 10,000 companies active in a
deregulated environment. The overall trend in continental Europe has been toward
progressive liberalization and deregulation.
Specialty staffing services have become a significant component of
human resource management. Staffing companies create value by providing the
flexible work force that allows client companies to focus on core
4
competencies. Strategic recruitment outsourcing allows companies effectively to
manage human resources in response to operational fluctuations and economic and
product cycles. Increasingly, corporations are turning to temporary workers as a
means to achieve greater operating efficiency, to transfer fixed labor costs to
variable costs, to add flexibility to operations, to reduce risks associated
with hiring permanent employees and to import skills missing from their
organizations.
Permanent recruitment services with dedicated technical expertise are
also becoming increasingly important as demand has reduced the pool of available
specialty professionals and made it more difficult to locate qualified
candidates. For these reasons the Company believes that clients have become
increasingly reliant upon specialty permanent placement and search services.
Technology Sector. Telecommunications services is one of the fastest
growing sectors of the staffing industry. The expansion of the global market for
communication services and the continued development of new technology has been
accompanied by substantial expenditure on developing new equipment and services
required to upgrade existing and develop new networks. Particularly in less
developed countries with limited existing communications infrastructure, the
number of subscribers has increased substantially as the installation of
wireless networks proves more cost-efficient and expeditious than the rollout of
landline networks. Expenditures on equipment and service are driven by changing
technology as existing land line and wireless networks that represent first
generation technology are converted to accommodate second generation digital
technologies. The Company expects that in the next several years newer third
generation technologies will be developed that will deliver voice, data and
video signals. These new technologies should continue to stimulate expenditures
for services and equipment.
Information Technology services, including datacommunications and
specialty software engineering, is also a fast growing sector as a result of
increased demand for personnel in a range of computer-related disciplines,
including technical project support, software development, documentation systems
and database management.
Industries involved in high and emerging technologies continue to
experience strong growth and an increasing reliance on both core and contingent
skills at the right levels and at the right time. Management believes that rapid
technological change, intense competition and increasing specialization have all
resulted in an increasing use of and reliance by employers upon providers of
specialty staffing services.
Science Sector. Science staffing services grew in the United Kingdom
following the Company's pioneering of the use of temporary professionals in the
scientific laboratory. The use of temporary scientific professionals has grown
in recent years in the pharmaceutical, biotechnology, environmental, food,
chemical and petrochemical industries. This growth is the result of increased
acceptance of the use of temporary workers as well as shortages of certain
scientific skills. In the United States, demand for clinical trials staffing
services has been driven by growth in the clinical trial segment of the drug
development industry. Technological advances and market demand for novel drug
therapies have led pharmaceutical and biotechnology companies to produce large
numbers of new drug compounds a year. Concurrently, stringent approval
requirements demand a greater number of trials per compound and a greater number
of patients per trial. Management believes that science services in both the UK
and the US have been impacted by consolidation in the pharmaceutical industry
but nevertheless offer opportunities for future growth.
Management Sector. The use of interim managers and executives in the UK
is an emerging market, in which the Company has been one of the leading
pioneers. There is now growing acceptance of the flexibility and cost
effectiveness of using interim managers alongside the regular management team,
not simply as a solution to a crisis. Management believes that the management
sector offers opportunities for future growth.
Business Strategy
Management believes that the Company has achieved a strong competitive
position in the sectors in which it operates attributable to a number of
business strategies, including the following:
Operating only in specialized sectors. The Company operates in highly
focused sectors of the staffing industry through businesses with readily
identifiable trade names related to the sector served. These sectors are
Technology, Science and Management and, as such, offer higher added value
services to clients. The Company believes that the large number of discrete
technology and scientific skills, the need for large candidate databases to
match candidates' skills with clients' needs and the importance of established
client relationships raise the barriers to entry for competitors in these
sectors. Through its teams of recruitment consultants and its delivery systems,
the
5
Company believes it offers its clients quality service due to its exceptional
understanding of the skills required for each sector.
Employing qualified and experienced sales teams. In the Technology
sector, recruitment consultants are generally computer or business graduates,
trained in the specific industry in which they work. The Company's recruitment
consultants working in the Science sector generally have university degrees in
science, including some with PhDs. Each consultant is qualified in a specialized
scientific discipline such as analytical chemistry, biochemistry, microbiology,
organic chemistry or food science, among others. The Company's sales teams are
experienced and well qualified to understand and serve the specific needs of
clients in the sectors in which it operates.
Providing value-added services. Management places great importance on
providing a high quality, flexible service. Encouraging as well as responding to
the trend toward flexible employment practices, the Company is able to deliver
qualified candidates whose skills are carefully matched to each assignment and
who are available when needed. The Company focuses on achieving an exceptional
understanding of clients' needs, quickly identifying suitable candidates who
meet those needs and then managing the process of selection and assignment and
administering the ongoing service.
Identifying qualified candidates. The Company invests in recruitment
advertising through the Internet and other media to identify and recruit
qualified professionals who are available for client assignments. The Company
has proprietary databases in each of its sectors providing a significant pool of
qualified candidates.
Central financial and operational controls. Each of the Company's
subsidiaries focuses on its own service sector, technology, skills and clients.
Operating company managers are given latitude to concentrate on their market and
manage day-to-day operations within their areas of expertise. The Company's
central management regularly monitors operations and results are reported and
consolidated monthly. The Company's businesses operate discrete accounting
systems in accordance with the specific requirements of each business, but
report results under a common reporting timetable and framework and according to
common accounting policies. Treasury operations are controlled centrally. Each
operating company's financial planning, budgeting and forecasting is
co-ordinated by the Company's Chief Financial Officer.
Continuing investment in advanced information systems and technology.
The Company believes its databases and operating systems permit a rapid and
precise response to client needs and a high degree of productivity. Management
believes that the responsiveness of these systems provides an important
competitive advantage. The Company budgets for continuing investment in
operating systems to benefit from advances in office and web based technologies.
Growth Strategy
The Company has pursued a strategy which includes investment in, and
development of, its current businesses to increase the size and scale of
services within existing markets served.
In the Technology sector, the Company believes that it is well
positioned to generate internal growth as a result of its focus in the growing
telecommunications and datacommunications sectors.
In the Science sector, the Company intends to strengthen its position
by expanding its range of staffing services and further promoting its existing
brands.
In the Management sector, the Company believes it is well positioned to
achieve greater market penetration in the United Kingdom by increasing sales to
existing clients and developing business with new clients.
The Company intends to pursue and evaluate only those acquisition
opportunities which fit within its growth strategy. The Company's acquisition
policy is to expand its presence in its current sectors and facilitate entry
into new geographic areas within its current sectors. The primary criteria for
evaluating each potential acquisition include the nature and degree of
specialization, growth potential within the sector served, geographic coverage,
quality of management and its commitment to the business on an ongoing basis,
profitability trends and transaction terms believed by the Company to be
favorable.
6
Operations
The following table sets forth the structure, by sector, of the
Company's principal operations and services provided.
Business Sector Operational Locations Principal Industries Served Brand Name Services Provided
- -------------- --------------------- --------------------------- --------- -----------------
Technology UK, US, Telecommunications, S.Com Temporary Staffing
Germany Datacommunications and
Permanent
Recruitment
Science UK Pharmaceutical, Chemicals, Science Recruitment Group
Biotechnology, Food & SRG Lab Staff Temporary Staffing
Beverage SRG Executive Permanent
SRG Scientech Recruitment
UK & Continental Phamaceuticals, Biosciences Euromedica Executive Search
Europe & Healthcare
US Pharmaceuticals, The Woolf Group Clinical Trials
Healthcare, CROs Staffing
UK N/a Salisbury Dreury Recruitment
Advertising
Management UK All industry sectors PS Interim
Executives on Assignment Temporary Staffing
Praxis Executive Taskforce Temporary Staffing
ESA Permanent
Recruitment
During fiscal 2000 the Company continued to integrate acquisitions and
restructure operations within each of its three divisions.
In the Technology division, S.Com EPL Limited (formed on April 1, 1999
from the merger of the Company's two technology staffing companies S-Com
Computer Systems Engineers Limited and EPL Overseas Limited) was renamed S.Com
Group Plc and rebranded as S.Com.
In the Science division, Lab Staff Limited was renamed Science
Recruitment Group Limited which was relaunched with three service lines, SRG Lab
Staff providing staffing services and SRG Executive and SRG Scientech providing
permanent recruitment services.
In January 2000 the Company acquired the entire issued share capital of
Euromedica SARL, a company registered in France for (pound)250,000 cash and
consideration contingent upon the operating income of Euromedica SARL for the
year ended December 31, 2000. This acquisition augmented the Company's existing
Euromedica operations in continental Europe.
In the Management division, the Company's two staffing operations were
combined under a new holding company, PS Interim Limited, with common management
and business models. The two market leading brands, Executives on Assignment and
Praxis Executive Taskforce, were retained.
Staffing and Recruitment Services in Technology
S.Com. S.Com specializes in providing temporary and contract systems
engineers and other specialists to the telecommunications and datacommunications
industries. S.Com also provides information technology and specialty engineering
skills to these and other sectors including the defense and air traffic control
industries. Skills provided include planning and design, project management,
software application development, systems and network implementation, systems
integration, high-level programming and system maintenance.
S.Com has pioneered a partnering approach with telecommunications
equipment manufacturers and service providers for the rollout of new networks
for mobile telephones. The Company identifies bidders for license awards and
helps the bidder to identify the specific skills required to complete the
rollout successfully. The Company plans
7
the delivery of the technical personnel required, and in some cases,
subsequently manages the staffing of projects. The planning process is generally
undertaken some months before the license is awarded. While the Company attempts
to align itself strategically with key bidders, it seeks to avoid exclusive
arrangements so that it can provide services to any successful bidder. S.Com
currently has operations in the United Kingdom, Germany and the United States
and is providing contractors worldwide. S.Com also provides permanent placement
recruitment services for the sectors in which it operates.
Staffing and Recruitment Services in Science
Science Recruitment Group. SRG, though its SRG Lab Staff brand, is the
leading temporary staffing business specializing in the laboratory sciences in
the United Kingdom. It provides temporary scientists and technicians to
industrial employers, government laboratories and research institutions
throughout the United Kingdom. Its SRG Executive and SRG Scientech brands
provide permanent placement services, respectively in management and at
laboratory level. The businesses seek to provide quality service to their
clients by understanding each client's highly technical needs, quickly
identifying suitable candidates that meet those needs and managing the process
of introducing a candidate and administering the ongoing service with a minimum
of client involvement.
Euromedica. Euromedica provides executive-level recruitment services to
pharmaceutical bioscience and healthcare clients through the United Kingdom and
continental Europe. The company has a network of offices serving the United
Kingdom, Belgium, France and Germany as well as associates or joint ventures in
Spain, the United States and India.
The Woolf Group. The Woolf Group specializes in the recruitment and
placement of clinical research professionals on a contract basis for
pharmaceutical, biotechnology, clinical research and site management
organizations in the United States. In addition, the Company provides permanent
placement services in response to the increasing demand for permanent clinical
research professionals and senior management positions.
Staffing and Recruitment Services in Interim Management
Executives on Assignment and Praxis Executive Taskforce. PS Interim,
through its two brands, Executives on Assignment and Praxis Executive Taskforce,
places experienced executives on temporary assignments across all functions in
all types of industrial, commercial and public sector activity throughout the
United Kingdom. Management believes that the combined company is the leading
employment business dedicated exclusively to this sector in the United Kingdom.
Assignments range from senior executive officers to middle management.
Recruitment consultants in the business are experienced executives with
knowledge and insight into management and its functions.
Candidates
The identification and recruitment of qualified professionals who are
available for client assignments is a key component of the Company's operations.
The Company expends considerable efforts and resources in maintaining its
candidate databases.
Candidates are sourced principally through the internet, advertising
and direct solicitation. In the Science sector, the Company advertises in the
specialty trade press such as New Scientist, Chemistry in Britain and other
journals relevant to a specific industry such as food, plastics or
biotechnology. Universities are a valued source of newly qualified candidates in
Technology and Science and the Company recruits at a number of universities
through university web sites and attendance at career and job fairs. In the
Management sector candidates are sought through advertising, usually in national
newspapers such as The Times, The Sunday Times and The Daily Telegraph. The
Company also receives a considerable number of unsolicited resumes without the
need for specific advertising or solicitation.
In Technology, candidates are selected for possible assignments
initially on the basis of the technical information provided on the resume and
are normally interviewed in depth on the telephone and in person where
appropriate. The recruitment consultant assesses a candidate's suitability for
the assignment based on a detailed understanding of the skills required by a
client. In Science, candidates for temporary or permanent positions are
generally interviewed in person by the Company's recruitment consultants and
their skills and experience are precisely matched to the demands of the
assignment. In Management, only candidates meeting strict selection criteria are
accepted onto the Company's database. Those selected for possible assignments
are interviewed personally by both the Company's recruitment consultants and by
the client.
8
Clients
The majority of the Company's revenues in the Technology sector are
derived from clients in the telecommunications industry and include both
equipment manufacturers and service providers such as BT, Orange, Ericsson,
Qualcomm, Lucent Technologies and Nokia. Clients in datacommunications include
BT, National Westminster Bank, Racal and IBM. BT is the largest client,
accounting for approximately 8% of the Company's revenues for the year ended
March 31, 2000. Other clients include GEC Marconi, Raytheon, the Defence
Research Association, the Civil Aviation Authority and the National Air
Transport System. Staffing assignments are agreed on the basis of rates and
terms negotiated for each assignment or which form part of a preferred supplier
agreement.
In the Science sector, clients include leading pharmaceutical,
biotechnology, chemical, environmental, petrochemical, food and beverage and
manufacturing companies as well as government laboratories and research
institutions. The Company's major clients within the Science sector include
Glaxo Wellcome, Astra Zeneca, SmithKline Beecham and Merck and Sharp & Dohme. In
temporary staffing, the majority of the Company's agreements with customers
cover assignments with rates and on terms negotiated for each assignment.
However, the Company has entered into special agreements with certain regular
clients covering services supplied, bill rates, conversion fees, discounts and
rebates. Such agreements generally have a term of one year. None of these
agreements requires clients to use the Company's services.
Clients in the Management sector are found in a broad cross section of
industry, commerce, financial services and public sectors and range in size from
small companies to very large global organizations. Assignments for temporary
executives have been in general management, sales, marketing, finance,
information technology, human resources and production.
Quality
Management attaches great importance to providing high quality services
on a consistent and regular basis. The Company has implemented comprehensive
internal quality policies that control, monitor and record a number of
procedures.
Sales and Marketing
Each operating company has developed a sales and marketing strategy to
address specific needs within each sector served. In the Technology sector,
S.Com's recruitment consultants focus on developing client relationships through
regular contacts at various levels within a client's organization. This may
involve spending time on the clients' premises or on site to gain deeper
understanding of future projects and the skills required for these. In the
Science sector, marketing focuses primarily on temporary scientific services,
and is targeted toward laboratory managers, research or development directors
and human resource departments. Marketing methods include seminars, direct mail,
publication of articles in national and trade press journals and exhibits at
trade shows as well as telephone contact and client and prospect site visits. In
the Management sector, potential clients are targeted through direct contact and
mailing and public relations programs including case study materials and a
newsletter, The Interim. Marketing also includes management briefings for chief
executives, human resource directors and finance directors.
Information Systems
Information systems are fundamental to the operations of the Company
due to the nature of the services and the speed of response offered to clients.
In addition, candidate attraction and retention, matching requirements and
rapidly developing web-based technology also drive the need for the Company to
invest in systems technology.
Competition
In each of the sectors in which the Company operates, the staffing
services industry is fragmented and highly competitive with relatively low
barriers to entry. Competition and the Company's competitive position in the
Technology sector vary across the industries served. In the United Kingdom
telecommunications, data communications and information technology markets,
S.Com faces competition from a number of IT staffing companies. In international
telecommunications staffing, S.Com has established a leading position with few
competitors having similar skills and industry expertise. Competitors include
Glotel and numerous IT staffing companies such as Delphi Group, Parity, Abraxas
and Lorien.
9
In the Science sector, management believes that SRG Lab Staff is the
only scientific staffing company in the United Kingdom with an extensive
nationwide presence and which specializes in all levels of laboratory science
employment. Competition is usually regional in nature with few companies
specializing in science. International competitors including Manpower, Kelly and
Lab Support have recently entered the UK market and competition is generally
increasing. SRG Executive and SRG Scientech are among several leading
recruitment businesses specializing in the permanent placement of scientists.
Euromedica competes with certain national search firms who, while not
specializing in science, accept all types of recruitment assignments at senior
executive levels.
In the Management sector, Executives on Assignment and Praxis Executive
Taskforce are among the leading brands in the field of interim management and
face competition from other specialist providers, of which management believes
there are three or four. Some executive search firms and management consultants
also operate in this sector.
The principal competitive factors in attracting qualified candidates
are salaries and benefits and the availability, duration and quality of
assignments. Management believes that many candidates seeking temporary or
permanent assignments through the Company are also pursuing employment through
other means, including other temporary employment service firms. Increasing
demand, particularly in the Technology sector, has reduced the pool of available
specialty professionals and increased difficulty of finding qualified
candidates. Therefore, the Company's reputation and its ability to offer
appropriate assignments are important factors in the Company's ability to
attract high-quality candidates. In permanent recruitment, the ability to secure
quality job opportunities from quality clients will determine competitive
advantage and will help to attract suitable candidates.
Employees
At March 31, 2000, the Company had 313 employees (full-time
equivalent), of whom approximately 194 were recruitment consultants and
operational staff. None of the Company's employees, or its temporary workers, is
represented by a collective bargaining agreement. The Company believes that its
employee relations are good.
Regulation
Staffing services firms are generally subject to one or more of the
following types of government regulations: (i) regulation of the
employer/employee relationship between a firm and its staffing personnel; (ii)
registration, licensing, record keeping and reporting requirements; and (iii)
substantive limitations on its operations, including (a) restrictions on
categories of workers that may be placed pursuant to temporary employment
contracts; (b) limitations on the duration of such contracts; and (c)
restrictions on or prohibition of permanent placement of staff in certain
jurisdictions. Accordingly, staffing companies must comply with laws and
regulations that govern the employer/employee relationship, such as tax
withholding or reporting, social security or retirement, anti-discrimination and
workers' compensation.
As a staffing services business operating in the United Kingdom, the
Company is subject to the Employment Agencies Act 1973, which imposes certain
obligations of fair practice on the Company. The Company believes that it
complies in all material respects with these regulations. Although the Company's
business is not specifically regulated by European Union ("EU") regulation, the
EU has in the past attempted to introduce measures relating to rights of workers
generally. A number of European countries require staffing companies to maintain
some form of license or permit which is issued by the applicable authorities.
Certain European countries require the operations of staffing companies to be
supported by bank guarantees. A number of other restrictions and requirements
are common to regulations in European countries, including certain requirements
for contracts between clients and staffing companies, limitations in the
conditions under which temporary work is allowed, limitations in the duration of
staffing contracts (varying from three to 24 months) and requirements for wage
levels and social security. Management believes that the Company complies in all
material aspects with these regulations, to the extent applicable. However,
there can be no assurance that, as regulatory regimes evolve or change in
particular jurisdictions, the operations or performance of the Company will not
be affected.
In the United Kingdom, all mandatory social benefits (including
unemployment, national healthcare and pensions benefits) are funded by employers
and employees through National Insurance contributions. The rates for National
Insurance are established on a national basis and vary only by compensation and
not job classification or other risk or cost-adjusted criteria. This is in
contrast to U.S. companies which generally are responsible for the management
and payment of unemployment insurance and workers' compensation premiums in
addition to social security contributions under state and federal programs and
optional health benefits. In the U.S., there is no federal
10
legislation specifically related to the regulation of staffing businesses,
although some states have licensing requirements.
In the past 2 years the UK Government has passed a number of
significant laws affecting employment relationships and the relationship that an
employment business has with its own employees and its temporary workers. These
are (i) the Working Time Regulations, (ii) the National Minimum Wage, (iii)
Public Interest Disclosure Act, and the Employment Relations Bill. These laws
all apply to "workers" and are not limited to "employees", which means that the
rules can apply to agency temporary workers. The Working Time Regulations
regulate hours worked, rest breaks, holidays and record keeping. The National
Minimum Wage sets out minimum rates of pay and the Public Interest Disclosure
Act provides certain rights to workers who disclose alleged wrongdoing in
defined circumstances. The Employment Relations Bill covers the areas of trades
unions, maternity provisions, and unfair dismissal rights.
The Inland Revenue introduced legislation ("IR35") with effect from
April 6, 2000 regarding the hiring of individuals through their own personal
service companies. Employers and employees are currently able to avoid Income
Tax and National Insurance by the employee being engaged indirectly through a
personal services company. The legislation will ensure that people working in
such a way will pay similar amounts of Income Tax and National Insurance as an
employee. Lobbying by the UK recruitment industry, which the Company supported,
led to the Inland Revenue modifying the original proposals of IR35 so that the
burden of any incremental employment related taxation and the administration of
its collection fell upon the personal services company rather than the
employment agency or its clients. The Company has undertaken a comprehensive
educational program aimed at both candidates and clients on the impact of IR35.
The Company does not believe that the introduction of IR35 will have a
significant impact on its business in the current fiscal year.
The Department of Trade and Industry published a consultation document
in May 1999 concerning the Regulation of the United Kingdom Recruitment
Industry. The proposals include measures to restrict the charging of fees which
might discourage clients from transferring a temporary worker to a permanent
employee and to ensure that temporary workers have a contractual relationship
with an employment business. Consultation between the industry and the DTI
continues with the industry seeking to protect its legitimate commercial
interests in the area of fees. An announcement from the DTI concerning the
regulations is expected before the end of 2000.
The Company's growth strategy includes provision of services into other
countries in Europe and internationally. The Company will carefully evaluate the
regulatory environment of any market in determining where to pursue such
expansion.
Item 2. DESCRIPTION OF PROPERTY
The Company owns approximately 7,600 square feet of office space at its
headquarters in Langley (near London). The Company also leases offices in London
Docklands, Hatfield, Aylesbury (all within an hour of London), Cambridge,
Coleshill (near Birmingham), as well as having a network of serviced offices
throughout the UK. The Company also has leased offices in Durham, Miami and San
Francisco in the U.S., and in Brussels, Paris, Frankfurt and Munich in
continental Europe. The Company believes that its facilities are adequate for
its short term needs.
Item 3. LEGAL PROCEEDINGS
The Company may from time to time be involved in routine litigation
incidental to the conduct of its business including in respect of debt recovery.
Other than such items, there is no material pending litigation to which the
Company is a party.
Item 4. CONTROL OF REGISTRANT
As far as known to the Company, the Company is not directly or
indirectly owned or controlled by another corporation or by any government.
11
The following table sets forth information regarding the beneficial
ownership of the Shares as of August 31, 2000, by (i) each person known by the
Company to own beneficially more than 10% of the outstanding Shares and (ii) all
directors and executive officers as a group.
Title of Class Identity of Person or Group Amount Owned Percent of Class
- -------------- --------------------------- ------------ ----------------
Ordinary Shares Bruce R. Culver 1,139,800 13.2%
Ordinary Shares Board of Directors as a group 1,948,800 22.5%
(6 persons)
The Company does not know of any arrangements which might result in a
change in its control (see Item 1. Recent Events).
Item 5. NATURE OF TRADING MARKET
The Company's Ordinary Shares are traded in the form of American
Depositary Shares ("ADSs"), each ADS representing one Ordinary Share, on the
Nasdaq National Market under the symbol "PSTF". The ADSs are evidenced by
American Depositary Receipts ("ADRs") issued by The Bank of New York, as
Depositary, under a Deposit Agreement, dated as of June 8, 1996, among the
Company, The Bank of New York and the registered holders from time to time.
The following table shows, for the calendar periods indicated, the
reported highest and lowest middle market quotations for the Company's ADSs on
the Nasdaq National Market, based on the highest and lowest closing prices of
the ADSs.
U.S. Dollars per ADS
--------------------
High Low
---- ---
1998:
First Quarter............................. 18 15
Second Quarter............................ 19 1/2 11 1/2
Third Quarter............................. 16 1/8 9 7/8
Fourth Quarter............................ 11 1/2 6 3/8
1999:
First Quarter............................. 8 3/4 6
Second Quarter ........................... 7 3/8 5 11/16
Third Quarter ............................ 6 7/8 5
Fourth Quarter ........................... 6 13/16 5 1/16
2000:
First Quarter............................. 6 1/2 4 1/4
Second Quarter ........................... 5 1/8 4
Third Quarter (through August 31)......... 8 1/4 4 1/16
According to information provided by The Bank of New York, the
Depositary, as of August 31, 2000, there were 16 registered U.S. holders of
8,390,413 ADSs. In the aggregate, such holdings constituted 96.8% of the total
outstanding Shares of the Company. Since certain of the Shares and ADSs are held
by brokers and other nominees, these numbers may not be representative of the
actual number of U.S. beneficial holders or of the number of Shares or ADSs
beneficially held by U.S. persons.
Item 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
There are currently no U.K. foreign exchange control restrictions on
the payment of dividends on Ordinary Shares or on the conduct of the Company's
operations.
12
There are currently no limitations on grounds of nationality imposed by
English law or by the Company's Articles of Association on the rights of
non-U.K. holders of Ordinary Shares to hold, own or vote such securities.
Item 7. TAXATION
The following discussion summarizes the material U.S. federal income
tax consequences and U.K. tax consequences of the acquisition, ownership and
disposition of Ordinary Shares represented by ADSs evidenced by ADRs by a
beneficial owner of ADSs that is (i) a citizen or resident of the United States,
(ii) a corporation organized under the laws of the United States or any state
thereof or the District of Columbia or (iii) otherwise subject to U.S. federal
income tax on a net income basis in respect of the Ordinary Shares or ADSs (a
"U.S. Holder"). This summary applies only to U.S. Holders who will hold ADSs as
capital assets. This summary is based (i) upon current U.K. tax law and U.S.
law, and U.K. Inland Revenue and U.S. Internal Revenue Service practice, (ii)
upon the United Kingdom-United States Income Tax Convention as in effect on the
date of this Annual Report (the "Treaty") and the United Kingdom-United States
Convention relating to estate and gift taxes as in effect on the date of this
Annual Report (the "Estate Tax Treaty"), and (iii) in part upon representations
of the Depositary and assumes that each obligation provided for in or otherwise
contemplated by the Deposit Agreement and any related agreement will be
performed in accordance with their respective terms.
The following summary of certain U.S. federal income tax considerations
does not address all of the tax consequences to certain categories of U.S.
Holders who may be subject to special rules (such as United States expatriates,
insurance companies, regulated investment companies, tax-exempt organizations,
financial institutions, persons subject to the alternative minimum tax,
securities brokers-dealers, U.S. Holders who hold ADSs as part of hedging or
conversion transactions or U.S. Holders who own directly, indirectly or by
attribution 10% or more of the voting power of the Company) and U.S. Holders
whose functional currency for U.S. tax purposes is not the United States dollar.
In addition, the following summary of certain U.K. tax considerations does not
address the tax consequences to a U.S. Holder (i) that is resident (or, in the
case of an individual, ordinarily resident) in the United Kingdom for U.K. tax
purposes, (ii) whose holding of ADSs is effectively connected with a permanent
establishment in the United Kingdom through which such U.S. Holder carries on
business activities or, in the case of an individual who performs independent
personal services, with a fixed base situated therein, or (iii) that is a
corporation which alone or together with one or more associated corporations,
controls directly or indirectly, 10% or more of the Company.
Holders of Ordinary Shares or ADSs should consult their own tax
advisors as to the consequences under foreign, U.S. state and local, and other
laws, of the acquisition, ownership and disposition of ADSs. For U.S. federal
income tax purposes, U.S. Holders of ADSs will be treated as owners of the
underlying Ordinary Shares attributable thereto and this discussion of U.S.
federal income tax consequences to U.S. Holders of ADSs applies as well to U.S.
Holders of Ordinary Shares.
Certain United Kingdom Tax Considerations
Taxation of Dividends
The taxation treatment of dividends paid in respect of the ADSs will
depend upon the law and practice in force at the time dividends are paid. The
following summary is based upon current law and practice, which may change by
the time that any dividends become payable.
The UK Government has announced changes to the taxation of dividends
which affect the position of shareholders in respect of dividends paid on or
after April 6, 1999. With effect from this date, UK companies are not required
to account for advance corporation tax when a dividend is paid. The rate of tax
credits is halved to 10 per cent and tax credits are no longer payable to
shareholders with no tax liability. Individual UK resident shareholders whose
income is within the lower or basic rate tax bands are liable to tax at 10 per
cent and the tax credit will satisfy their tax liability. Individual UK resident
shareholders whose income is subject to income tax at the higher rate are liable
to tax at 32.5 per cent.
Under the Treaty, a US investor is entitled to receive from the Inland
Revenue, in addition to any dividend, the tax credit, subject to a UK
withholding tax equal to 15 per cent of the gross dividend. However, because the
15% UK withholding tax currently exceeds the tax credit amount (which is equal
to one-ninth of the dividend), a US investor will not receive any treaty payment
from the UK Inland Revenue.
13
Under the terms of the Treaty, US resident individuals and corporations
controlling less than 10% of the voting stock of the Company are technically
entitled to a refund from the UK Inland Revenue calculated by reference to the
amount of the tax credit available to a UK individual. However, the reduction in
the value of the tax credit on dividends paid to UK individuals to one-ninth of
the dividend from 6 April 1999 means that no refunds will be made to US
stockholders holding less than 10% of the Company's voting stock.
U.S. Holders who are not resident or ordinarily resident for tax
purposes in the United Kingdom and have no other source of U.K. income are not
required to file a U.K. income tax return.
Taxation of Capital Gains
U.S. Holders who are not resident or ordinarily resident for tax
purposes in the United Kingdom will not be liable for U.K. tax on capital gains
realized on the disposal of their ADSs unless such ADSs are used, held or
acquired for the purposes of a trade, profession or vocation carried on in the
United Kingdom through a branch or agency.
The surrender of ADSs in exchange for Shares will not be a taxable
event for the purposes of U.K. corporation tax or U.K. capital gains tax.
Accordingly, U.S. Holders will not recognize any gain or loss for such purposes
upon such surrender.
A US Holder who becomes resident in the United Kingdom after a period
of "temporary" non-residence (of up to five tax years) following an earlier
period of residence in the United Kingdom will be liable to capital gains tax.
Inheritance and Gift Taxes
An individual who is domiciled in the United States for the purposes of
the Estate Tax Treaty and who is not a national of the United Kingdom for the
purposes of the Estate Tax Treaty will generally not be subject to U.K.
inheritance tax in respect of the ADSs on the individual's death or on a gift of
the ADSs during the individual's lifetime provided that any applicable U.S.
federal gift or estate tax liability is paid, unless the ADSs are part of the
business property of a permanent establishment of an enterprise of the
individual in the United Kingdom or pertain to a fixed base in the United
Kingdom of the individual used for the performance of independent personal
services. Where the ADSs have been placed in trust by a settlor who, at time of
settlement, was a U.S. Holder, the ADSs will generally not be subject to U.K.
inheritance tax unless the settlor, at the time of settlement, was not domiciled
in the United States and was a U.K. national. In the exceptional case where the
ADSs are subject both to U.K. inheritance tax and to U.S. federal gift or estate
tax, the Estate Tax Treaty generally provides for the tax paid in the United
Kingdom to be credited against tax paid in the United States or for tax paid in
the United States to be credited against tax payable in the United Kingdom based
on priority rules set out in that Treaty.
U.K. Stamp Duty and Stamp Duty Reserve Tax
A transfer for value of the Shares will generally be subject to U.K. ad
valorem stamp duty, normally at the rate of 50p per (pound)100 (or part thereof)
of the amount or value of the consideration given for the transfer irrespective
of the identity of the parties to the transfer and the place of execution of any
instrument of transfer. Stamp duty is normally a liability of the purchaser.
An agreement to transfer Shares for money or money's worth will
normally give rise to a charge to stamp duty reserve tax ("SDRT") at the rate of
0.5% of the amount or value of the consideration for the Shares unless an
instrument of transfer of the Shares is executed in pursuance of the agreement
and is duly stamped. SDRT is in general payable by the purchaser.
A stamp duty charge at the higher rate of (pound)1.50 per (pound)100
(or part thereof) or, in the case of SDRT, a charge at the higher rate of 1.5%
of the amount or value of the consideration, or in some circumstances, the value
of the Shares, may arise on a transfer or issue of the Shares (i) to, or to a
nominee for, a person whose business is or includes the provision of clearance
services or (ii) to, or to a nominee or agent for, a person whose business is or
includes issuing depositary receipts. Under the U.K. Finance Act 1996, as from
July 1, 1996, an option has been introduced whereby clearance services may opt,
under certain conditions, for the normal rates of SDRT to apply to a transfer of
shares into, and to transactions within, the service instead of the higher rate
applying to an issue or transfer of shares into the clearance service. From
March 9, 1999, where securities are held by persons providing
14
clearance services, but whose business is not exclusively that of providing such
services, agreements to transfer securities held in this way are exempt from the
principal charge to SDRT.
In accordance with the terms of the Deposit Agreement, (i) the Company
will pay all U.K. stamp duty or SDRT charges that arise as a result of the
initial deposit by the Company of Shares with the Depositary pursuant to the
Offering (ii) the Selling Shareholders will pay all U.K. stamp duty or SDRT
charges that arise as a result of the initial deposit by the Selling
Shareholders with the Depositary pursuant to the Offering and (iii) any tax or
duty payable by the Depositary or the Custodian of the Depositary on any
subsequent deposit of Shares will be charged by the Depositary to the holder of
the ADS or any deposited security represented by the ADS.
No U.K. stamp duty will be payable on the acquisition or transfer of an
ADS evidenced by an ADR or of beneficial ownership of an ADS, provided that any
instrument of transfer or written agreement to transfer remains at all times
outside the United Kingdom, and provided further that any instrument of transfer
or written agreement to transfer is not executed in the United Kingdom and the
transfer does not relate to any matter or thing done or to be done in the United
Kingdom. An agreement for the transfer of an ADR or the beneficial ownership of
an ADR will not give rise to a liability to SDRT. The UK Chancellor of the
Exchequer announced on March 9, 1999 that with effect from October 1, 1999
interest will be charged on duty that is not paid within 30 days of execution of
a transfer of securities subject to stamp duty, wherever execution takes place.
Interest paid will not be allowable as a deduction in computing profits and
losses for tax purposes. Penalties will also apply to document submitted for
stamping more than 30 days after the document was executed. For document
executed outside the UK, penalties will apply to documents not submitted for
stamping within 30 days after they are first brought into the UK.
Any transfer for value of the underlying Shares represented by ADSs
evidenced by ADRs, may give rise to a liability to U.K. stamp duty or SDRT. The
amount of U.K. stamp duty or SDRT payable is generally calculated at the
applicable rate on the consideration for the transfer of the Shares at the rate
of 50p per (pound)100 (or part thereof), or in the case of SDRT, at the rate of
0.5% of the amount or value of the consideration; however, on a transfer from
the Custodian of the Depositary to a holder of an ADS upon cancellation of the
ADS, only a fixed U.K. stamp duty of 50p per instrument of transfer will be
payable.
Certain United States Federal Income Tax Considerations
Taxation of Dividends
The gross amount of distributions made with respect to ADSs (including
the full amount of the related Tax Credit and unreduced by any U.K. withholding
taxes) will constitute dividends for U.S. federal income tax purposes to the
extent paid out of current or accumulated earnings and profits of the Company as
determined for U.S. federal income tax purposes. To the extent that a
distribution exceeds the earnings and profits of the Company, it will be treated
as a nontaxable return of capital to the extent of the U.S. Holder's adjusted
tax basis in the ADS and thereafter as a capital gain. Dividends paid by the
Company generally will be treated as foreign source dividend income and will not
be eligible for the dividends received deduction allowed to corporate
shareholders under the U.S. Internal Revenue Code.
The amount of any distribution will equal the fair market value in U.S.
dollars of the pounds sterling (or other foreign currency) or other property
received on the date received by the U.S. Holder, in the case of Ordinary
Shares, or received by the Depositary, in the case of ADSs, which, in the case
of a distribution paid in pounds (or other foreign currency) will be based on
the spot exchange rate on such date. A U.S. holder will have a basis in any
pounds sterling (or other foreign currency) distributed, for U.S. federal income
tax purposes, equal to the dollar value of pounds sterling (or other foreign
currency) on the date received by the U.S. Holder, in the case of Ordinary
Shares, or received by the Depositary, in the case of ADSs. Any gain or loss
recognized upon a subsequent disposition of pounds sterling (or other foreign
currency) will generally be ordinary income or loss.
Subject to certain complex limitations and only to the extent of the
related tax credit amount, the 15% U.K. withholding tax will be treated for U.S.
tax purposes as a foreign tax that may be claimed as a foreign tax credit
against the U.S. federal income tax liability of the U.S. Holder. Dividends
distributed by the Company will generally be categorized as "passive income" or,
in the case of certain holders, as "financial services income," for purposes of
computing allowable foreign tax credits for U.S. tax purposes. The rules
relating to the determination of the foreign tax credit are complex and U.S.
Holders should consult their tax advisors to determine whether and to what
extent a credit would be available. In lieu of claiming a credit, a U.S. Holder
may claim a deduction of foreign
15
taxes paid in the taxable year. A deduction does not reduce U.S. tax on a dollar
for dollar basis like a tax credit. The deduction, however, is not subject to
the limitations described above.
Taxation of Capital Gains
A U.S. Holder will, upon the sale or exchange of an ADS, recognize a
gain or a loss for U.S. federal income tax purposes in an amount equal to the
difference between the amount realized and the U.S. Holder's adjusted tax basis
in the ADS. Such gain or loss will be a capital gain or loss if the ADS was a
capital asset in the hands of the U.S. Holder. Such gain or loss will generally
be treated as U.S. source gain or loss. In the case of a U.S. Holder who is an
individual, capital gains will generally be subject to U.S. federal income tax
at preferential rates if specified minimum holding periods are met.
The surrender of ADSs in exchange for Shares will not be a taxable
event for U.S. federal income tax purposes. Accordingly, U.S. Holders will not
recognize any gain or loss upon such surrender.
Passive Foreign Investment Company Status
The Company believes that it will not be treated as a passive foreign
investment company ("PFIC") for U.S. federal income tax purposes for the current
taxable year or for future taxable years. However, such a determination is
fundamentally factual in nature and generally cannot be made until the close of
the applicable taxable year. The Company will be a PFIC if either 75% or more of
its gross income in a tax year is passive income or the average percentage of
its assets (by value or adjusted basis, in certain circumstances) that produce
or are held for the production of passive income is at least 50%.
If the Company were to be classified as a PFIC, a U.S. Holder generally
would be subject to adverse U.S. federal income tax consequences on certain
distributions and on any gain realized from a sale or other disposition of
Ordinary Shares or ADSs. U.S. Holders of Ordinary Shares or ADSs are urged to
consult their own tax advisors concerning the potential application of the PFIC
rules to their ownership or disposition of Ordinary Shares or ADSs.
United States Information Reporting and Backup Withholding
Dividend payments with respect to ADSs and proceeds from the sale,
exchange or redemption of ADSs may be subject to information reporting to the
IRS and possible U.S. backup withholding at a 31% rate. Backup withholding will
not apply, however, to a holder who furnishes a correct taxpayer identification
number or certificate of foreign status and makes any other required
certification or who is otherwise exempt from backup withholding. Persons
required to establish their exempt status generally must provide such
certification on IRS Form W-9 (Request for Taxpayer Identification Number and
Certification) in the case of U.S. persons and on IRS Form W-8 (Certificate of
Foreign Status) in the case of non-U.S. persons. Finalized Treasury regulations,
which are applicable to payments made after December 31, 2000, have generally
expanded the circumstances under which information reporting and backup
withholding may apply unless the holder provides the information described
above.
Amounts withheld as backup withholding may be credited against a
holder's U.S. federal income tax liability, and a holder may obtain a refund of
any excess amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the IRS and furnishing any required
information. U.S. Holders of Ordinary Shares or ADSs should consult their tax
advisors regarding the application of the backup withholding and information
reporting rules.
Item 8. SELECTED FINANCIAL DATA
The following table sets forth selected financial data of the Company.
The selected financial data for the five fiscal years ended March 31, 2000, have
been excerpted or derived from the Company's consolidated financial statements
for the fiscal years ended March 31, 1996, 1997, 1998, 1999 and 2000 which have
been audited by Deloitte & Touche, Chartered Accountants. The data should be
read in conjunction with the Consolidated Financial Statements included
elsewhere in this Annual Report and Item 9., Management's Discussion and
Analysis of Financial Condition and Results of Operations.
16
Fiscal Years Ended March 31,
----------------------------
1996 1997 1998 1999
---- ---- ---- ----
(thousands, except per share amounts)
Consolidated Income Statement Data
Revenue ............................................. (pound)15,996 (pound)19,666 (pound)58,313 (pound)95,359
Direct cost of revenue .............................. 10,863 13,636 43,715 74,210
- ------ - ------ -------- --------
Gross profit......................................... 5,133 6,030 14,598 21,149
Selling, general and administrative expenses......... 2,408 2,998 9,660 16,076(3)
Amortization of goodwill............................. - - 193 375
--------- --------- --------- ---------
Income from continuing operations before other
income and income taxes............................ 2,725 3,032 4,745 4,698
Other income/(expense)............................... 126 550 410 1,435
------- ------- -------- --------
Income from continuing operations before
income taxes and discontinued operations 2,851 3,582 5,155 6,133
Income taxes......................................... 970 1,253 1,711 2,084
------- ------- ------- -------
Net income from continuing operations(2)............. 1,881 2,329 3,444 4,049
== ===== == ===== == ===== = =====
Earnings per Share Data
Basic
Net income per share from continuing operations (pound)1.07 (pound)0.47 (pound)0.59 (pound)0.45
Number of shares used in computation (`000).......... 1,758 4,968 5,864 8,929
Fully diluted
Net income per share from continuing operations...... (pound)0.40 (pound)0.40 (pound)0.51 (pound)0.43
Number of shares used in computation (`000).......... 4,696 5,839 6,787 9,381
At March 31,
1996 1997 1998 1999
---- ---- ---- ----
(thousands)
Consolidated Balance Sheet Data
Working capital...................................... (pound)1,768 (pound)11,975 (pound)7,044 (pound)18,192
Total assets......................................... 6,302 17,470 26,581 62,767
Long-term debt....................................... 522 - - 69
Shareholders' equity................................. 2,775 13,516 17,000 46,053
Fiscal Years Ended March 31,
----------------------------
2000 2000(1)
---- ----
(thousands, except per share amounts)
Consolidated Income Statement Data
Revenue ............................................. (pound)120,410 $191,717
Direct cost of revenue .............................. 91,766 146,110
--------- ---------
Gross profit......................................... 28,644 45,607
Selling, general and administrative expenses......... 22,533 35,877
Amortization of goodwill............................. 1,008 1,605
---------- ---------
Income from continuing operations before other
income and income taxes............................ 5,103 8,125
Other income/(expense)............................... (649) (1,033)
---------- ---------
Income from continuing operations before
income taxes and discontinued operations 4,454 7,092
Income taxes......................................... 1,561 2,485
------- -------
Net income from continuing operations(2)............. 2,893 4,607
====== ======
Earnings per Share Data
Basic
Net income per share from continuing operations (pound)0.34 $0.54
Number of shares used in computation (`000).......... 8,577 8,577
Fully diluted
Net income per share from continuing operations...... (pound)0.33 $0.52
Number of shares used in computation (`000).......... 8,842 8,842
At March 31,
2000 2000
---- ----
(thousands)
Consolidated Balance Sheet Data
Working capital...................................... (pound)17,276 $27,507
Total assets......................................... 62,425 99,393
Long-term debt....................................... 68 108
Shareholders' equity................................. 49,002 78,021
- ------------------
(1) Solely for the convenience of the reader, pound sterling amounts have been
translated into U.S. dollars at the Noon Buying Rate on March 31, 2000 of
$1.5922 per (pound)1.00.
(2) Effective March 1996, the Company sold the ongoing businesses of its French
operations acquired in fiscal 1993. The Company has recorded the results of
its French operations in fiscal years 1995 and 1996 and the losses on the
sale of the French businesses in fiscal 1996 and 1997 as discontinued
operations.
(3) Includes in 1999 (pound)809,000 of one time expenses for restructuring and
merging of acquired operations and aborting a prospective acquisition.
Dividends
The Company has not paid dividends on its Ordinary Shares since its
incorporation in 1990. The Board of Directors does not currently anticipate
paying dividends in the foreseeable future. Management expects that all
available cash from operations will be used to meet the Company's projected
capital and other expenditure requirements, including those related to its
expansion plans.
Under English law, the Company may only pay dividends out of profits
available for that purpose. Cash dividends, if any, will be paid by the Company
in pounds sterling and converted by the Depositary into U.S. dollars, subject to
the terms of the Deposit Agreement. Holders of ADSs on the relevant record date
will receive their portion of any dividends or distributions paid on the
Ordinary Shares, subject to the terms of the Deposit Agreement. Exchange rate
fluctuations will affect the U.S. dollar amount received by holders of ADSs on
conversion by the Depositary of dividends paid in pounds sterling.
17
Exchange Rate Information
The table below sets forth, for the periods and dates indicated, certain
information concerning the Noon Buying Rates for pounds sterling expressed in
U.S. dollars per pound. Fluctuations in the exchange rate between the pound
sterling and the U.S. dollar will affect, among other things, the market price
of the ADSs, the U.S. dollar amount received by holders of ADSs on conversion by
the Depositary of any cash dividends paid in pounds sterling on the Ordinary
Shares and the U.S. dollar translation of the Company's results of operations
and financial condition.
Period Period
Period High Low Average(1) End
- ------ ---- --- ------- ---
1994............................................................. 1.64 1.46 1.54 1.57
1995............................................................. 1.64 1.53 1.58 1.55
1996............................................................. 1.71 1.49 1.57 1.71
1997............................................................. 1.70 1.58 1.65 1.67
1998 ............................................................ 1.72 1.61 1.66 1.66
1999............................................................. 1.67 1.55 1.62 1.61
2000 (Through August 31, 2000)................................... 1.62 1.49 1.55 1.49
- ------------------
(1) The average of the Noon Buying Rates on the last business day of each
month during the period.
Item 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto and Item 8. Selected
Financial Data which appear elsewhere in this Annual Report.
Professional Staff has grown from being a leading national provider of
temporary laboratory scientists and technicians in the United Kingdom into an
international specialty staffing services company providing temporary and
permanent placement services to the Technology, Science and Management sectors
with operations in the United Kingdom, United States and Continental Europe.
Since the Company's initial public offering in August 1996, the Company has made
nine acquisitions which have increased the Company's range of specialty
services, geographic markets and industry sectors. The Company now derives
approximately half of its revenue from markets outside the United Kingdom and
has temporary professionals working in more than 25 countries.
Acquisitions
Euromedica France. On January 1, 2000 the Company acquired the entire
issued share capital of Euromedica SARL, a French executive search agency
specializing in the Science sector based in Paris with 1999 revenue of Fr. 3.5
million. The initial purchase price was (pound)250,000 in cash. Further cash
consideration may become payable in January 2001 dependent upon the operating
income of Euromedica SARL for the year ended 31 December 2000. Management
believe that such consideration will not exceed (pound)200,000. Euromedica SARL
previously operated under a royalty licence arrangement with one of the
Company's UK subsidiaries, Euromedica International Limited. The acquisition of
Euromedica SARL enables the Company's Euromedica group of companies to operate
on a more unified basis across continental Europe.
The businesses acquired in the year ended March 31, 1999 are described
below, together with a summary of the acquisition terms.
Annual Revenue(1)
Date of Acquisition Name Sectors (millions)
- ------------------- ---- ------- ----------
July 1998 EPL Technology (pound)8.8m
October 1998 Praxis Management (pound)4.4m
March 1999 Euromedica Science (pound)2.3m
March 1999 The Woolf Group Science $13.2m
18
(1) Information derived from the audited financial statements for the
twelve month periods ended December 31, 1997 for EPL, September 30,
1998 for Praxis, March 31, 1999 for Euromedica and December 31, 1998
for Woolf, the most recent audited periods available prior to each
acquisition. These revenues may not be indicative of future revenues.
EPL. On July 17, 1998 the Company acquired the entire issued share
capital of EPL Overseas Limited, a UK based provider of skilled contract
personnel to the European telecommunications industry. The initial purchase
price was (pound)1,650,000 in cash. Further cash consideration may become
payable dependent upon the gross profit of the group's technology businesses,
into which the acquired business was merged from January 1, 1999 to form S.Com
Group Plc, for the period to July 2000. Ron Stewart, formerly Managing Director
and significant selling shareholder, was retained as Managing Director of EPL
and was subsequently appointed as Managing Director of S.Com Group Plc. The
acquisition of EPL, alongside the Company's S-Com business, strengthened the
Company's position as a leading player in worldwide telecommunications staffing.
Praxis. On October 1, 1998 the Company acquired the entire issued share
capital of Praxis Executive Taskforce Limited, a UK based provider of interim
executives and managers to industry and commerce. The initial purchase price was
(pound)2,525,000 in cash. Further cash consideration of (pound)982,000 was paid
in December 1999 and further cash consideration will be payable in December 2000
dependent upon improvement to operating income for the year ended September 30,
2000. Mr. Carl Hague, the majority selling shareholder, was retained as an
executive officer of Praxis. This acquisition, alongside the Company's
Executives On Assignment business, made the Company the leading provider of
interim executives in the UK.
Euromedica. On March 26, 1999 the Company purchased the entire issued
share capital of Euromedica plc and 94% of the share capital of Euromedica
International Limited. Euromedica is the largest executive search firm in Europe
in the pharmaceutical, bioscience and healthcare sectors and has a network of
offices in the UK, Belgium and Germany and strategic partnerships in the US,
India, France and Spain. The purchase price was (pound)2,888,000.
Woolf. On March 31, 1999 the Company purchased the entire issued share
capital of The Woolf Group, Inc., a US based provider of clinical trials
staffing services to pharmaceutical companies and contract research
organizations. The initial purchase price was (pound)9,560,000. Further cash
consideration may become payable in May 2001 and May 2002 dependent upon
improvements to operating income for the years ended March 31, 2001 and 2002 and
will be payable to the three selling principals all of whom remain as executive
officers of Woolf.
The acquisitions of Woolf and Euromedica alongside the Company's
scientific business, Science Recruitment Group, provide a significant step
toward the Company's development of a global science staffing solutions
business.
Results of operations - Years ended March 31, 2000 and 1999
The following tables set forth the percentage relationship to revenue
of selected items:
Fiscal Years Ended March 31,
----------------------------
2000 1999
---- ----
Revenue 100.0% 100.0%
Direct cost of revenue 76.2 77.8
Gross profit 23.8 22.2
Selling, general and administrative expenses 18.7 16.9
Income from continuing operations before other income and tax 4.2 4.9
Net income from continuing operations 2.4 4.2
Revenue increased by 26%, or (pound)25.0 million, to (pound)120.4
million during the year ended March 31, 2000 from (pound)95.4 million during the
year ended March 31, 1999. The acquisitions of Euromedica and The Woolf Group in
March 1999 accounted for (pound)12.7 million of this increase, and the full year
effect of the fiscal 1999 acquisitions of EPL and Praxis accounted for
approximately (pound)5.7m. Internal growth from existing operations was
(pound)6.6m or approximately 7%.
19
For fiscal 2000, revenue from services to the Technology sector
contributed 66% (1999 - 68%) of total revenue, services to the science sector
contributed 27% (1999 - 26%) and services to the management sector contributed
7% (1999 - 6%).
In Technology, revenue increased by 23% to (pound)78.9 million. The
full year effect of the fiscal 1999 acquisition of EPL accounted for
approximately (pound)3.0 million of this revenue growth giving an internal
growth rate of approximately 17%. Operations in the United States contributed
significantly to this growth with revenue rising from (pound)3.7m in fiscal 1999
to (pound)14.8m in fiscal 2000.
In Science, revenue increased by 34% to (pound)32.7 million. The
acquisitions of Euromedica and Woolf contributed (pound)12.7 million to this
growth. Excluding these, revenue for the Science Recruitment Group fell 15% to
(pound)19.6 million due to consolidation in the pharmaceutical sector which held
back market growth. There was also increased competition from new market
entrants.
In Management, revenue increased by 32% to (pound)8.7 million. The full
year effect of the fiscal 1999 acquisition of Praxis accounted for approximately
(pound)2.5 million of revenue with an internal growth rate of 12%. This division
finished the year particularly strongly with record fourth quarter revenues 40%
ahead of fiscal 1999.
As a percentage of fiscal 2000 total revenue, temporary staffing
represented 93% (1999 - 94%), permanent placement represented 5% (1999 - 4%) and
other services accounted for 2% (1999 - 2%). This small change in mix was due
primarily to the acquisition of the Euromedica executive search businesses.
The Company generated 48% of revenue (fiscal 1999 - 35%) from markets
outside of the United Kingdom. In fiscal 2000, 24% of revenue was generated in
Continental Europe (1999 - 29%), 21% in North America (1999 - 4%) and 3% in
other countries (1999 - 2%). This shift was due to the acquisition of the United
States based Woolf Group and the significant growth of Technology revenues in
the United States. The proportion of revenue generated outside the United
Kingdom is likely to continue to rise in fiscal 2001.
Gross Profit
The Company defines gross profit as total revenue less the direct cost
of providing workers for its clients including wages, benefits, expenses and
allowances for temporary workers, and fees for permanent placements less the
cost of direct research associated with those placements.
Gross profit was (pound)28.6 million for fiscal 2000, an increase of
35% on fiscal 1999 gross profit of (pound)21.1 million. Gross profit as a
percentage of revenue was 23.8% and 22.2% respectively with the improvement in
fiscal 2000 due largely to the increased proportion of permanent placement
revenue as a result of the Euromedica acquisition. Gross profit percentage on
temporary staffing revenue for the Company was virtually unchanged at 19.8%
compared to 19.5% for fiscal 1999. In Technology, temporary staffing margin
improved from 15.3% to 16.1% as operations in the United States grew faster than
lower margin operations in the United Kingdom. In Science, temporary staffing
margins fell from 29.5% in fiscal 1999 to 26.5% in fiscal 2000 due to a dilutive
effect from the acquired Woolf Group operations and margins 1.5% lower in the
Science Recruitment Group. In Management, temporary staffing margins were
unchanged at 33%.
Selling, General and Administrative Expenses
Selling general and administrative expenses mainly comprise
compensation payable to employees, office rentals and other facility related
costs and marketing expenses. Selling, general and administrative expenses were
(pound)22.5 million and (pound)16.1 million for the years ended March 31, 2000
and 1999 respectively. As a percentage of revenue, selling, general and
administrative expenses were 18.7% and 16.9% respectively (16.1% in fiscal 1999
excluding unusual items totaling (pound)809,000 incurred in restructuring the
Company's Salisbury businesses, merging the S-Com and EPL businesses and
aborting a prospective acquisition). The acquired Euromedica permanent business,
with relatively high expenses, accounted for more than half the increased
percentage.
Amortization of Goodwill
The Company amortizes goodwill arising from acquisitions over estimated
useful lives of 30 years. Goodwill amortization was (pound)1,008,000 for the
year ended March 31, 2000 compared to (pound)375,000 for the year ended March
31, 1999. The increase in amortization expense is due to the full year effect of
acquisitions made in the year
20
ended March 31, 1999. With further contingent consideration due on prior year
acquisitions, amortization expense is likely to rise further between now and May
2002.
Other Income/(Expense)
Other Expense of (pound)649,000 in fiscal 2000 comprised net interest
expense of (pound)79,000, exchange losses of (pound)611,000 and other income of
(pound)41,000. In 1999 Other Income totalled (pound)1,435,000 comprising net
interest income of (pound)1,254,000, exchange gains of (pound)124,000 and other
income of (pound)54,000. Interest income fell in fiscal 2000 as the proceeds
from the Company's secondary offering of May 1998 were fully invested. Exchange
losses in fiscal 2000 were incurred due to the continual decline in the value of
the Euro against Sterling.
As disclosed in Note 10 to the Financials, the Company incurred
expenses in respect of the lapsed offer of approximately (pound)400,000 which
will be recorded in fiscal year 2001.
Income Taxes
The Company is subject to United Kingdom corporation tax at a statutory
rate of 30% (1999 - 31%) and, to a lesser extent, to income taxes in the United
States and Continental Europe. Income tax expense was provided for at effective
rates, excluding any non-deductible goodwill amortization expense, of 30.0%
(fiscal 1999 - 32.0%) and totaled (pound)1.6 million and (pound)2.1 million
respectively for the years ended March 31, 2000 and 1999. The effective tax rate
is expected to rise with the proportion of the Company's profits earned in the
higher rate jurisdictions of the United States and Germany.
Results of Operations - Years ended March 31, 1999 and 1998
The following tables set forth the percentage relationship to revenue
of selected items:
Fiscal Years Ended March 31,
----------------------------
1999 1998
---- ----
Revenue 100.0% 100.0%
Direct cost of revenue 77.8 75.0
Gross profit 22.2 25.0
Selling, general and administrative expenses 16.9 16.6
Income from continuing operations before other income and tax 4.9 8.1
Net income from continuing operations 4.2 5.9
Revenue
Revenue increased by 64% to (pound)95.4 million during the year ended
March 31, 1999 from (pound)58.3 million during the year ended March 31, 1998.
The increase in revenue was attributable to internal revenue growth of
approximately 18%, the full year effect of the of S-Com, SDS and Salisbury
acquisitions made in the year ended March 31, 1998, and the EPL and Praxis
acquisitions which added (pound)10.1million of revenue in the periods from
acquisition to March 31, 1999. Internal revenue growth was primarily as a result
of growth in the number of billable hours, and to a lesser extent, increases in
bill rates.
For the year ended March 31, 1999, revenue from services to the
Technology sector contributed 68% (1998 - 52%) of total revenue, services to the
Science sector contributed 26% (1998 - 39%) and services to the Management
sector contributed 6% (1998 - 9%) of total revenue.
As a percentage of total revenue for the year ended March 31, 1999,
temporary staffing represented 94.4%, permanent placement represented 3.6% and
other services accounted for 2.0%, as compared to 90.9%, 5.7% and 3.4%,
respectively. The increase in temporary staffing revenue principally was a
result of the full year effect of the S-Com acquisition, the EPL and Praxis
acquisitions being predominantly temporary staffing businesses and, to a lesser
extent, a decrease in permanent placement revenues from the Salisbury
businesses.
21
Gross Profit
The Company defines gross profit as total revenue less the direct cost
of providing workers for its clients, including wages, benefits, expenses and
allowances for temporary professionals, and fees for permanent placements less
the cost of direct research associated with those placements. Gross profit was
(pound)21.1 million and (pound)14.6 million during the years ended March 31,
1999 and 1998 respectively. Gross profit as a percentage of revenue was 22.2%
and 25.0% respectively. Lower gross margin percentages in 1999 resulted from the
increase in the proportion of revenues derived from temporary staffing compared
to permanent and other revenues and from higher rates of internal growth in the
lower margin Technology staffing sector relative to the higher margin Science
and Management sectors. In 1999, 82% of the Company's gross profit was derived
from temporary staffing services compared to 71% in 1998. While the composite
gross profit margin for the Company has declined for the year ended March 31,
1999 compared to the year ended March 31, 1998, the gross profit margins within
each of the Company's businesses were maintained or improved.
Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily comprise
compensation payable to employees, office rentals and other facility related
costs and marketing expenses. Selling, general and administrative expenses were
(pound)16.1 million and (pound)9.7 million for the years ended March 31, 1999
and 1998 respectively. As a percentage of revenue, selling, general and
administrative expenses were 16.9% and 16.6% respectively. Included in fiscal
1999 were unusual items totalling (pound)809,000 incurred in restructuring the
Company's Salisbury businesses, merging the S-Com and EPL businesses, aborting a
prospective acquisition and increasing provisions for collection costs of
certain receivables and general reserves against doubtful debts. Excluding these
unusual items, selling, general and administrative expenses would have fallen as
a percentage of revenue from 16.6% in fiscal 1998 to 16.0% in fiscal 1999.
Amortization of Goodwill
The Company has goodwill arising from acquisitions that it is
amortizing over estimated useful lives of 30 years. Goodwill amortization was
(pound)375,000 for the year ended March 31, 1999 compared to (pound)193,000 for
the year ended March 31, 1998. The increase in amortization expense is due to
the full year effect of acquisitions made in the year ended March 31, 1998
together with acquisitions made in the year ended March 31, 1999.
Other Income/(Expense)
Other income was comprised primarily of interest income, but also
includes interest expense and gains or losses on foreign currency translation
and totaled (pound)1,435,000 and (pound)410,000 for the years ended March 31,
1999 and 1998 respectively. The increase in 1999 was due to interest income from
the investment of the proceeds of the Company's secondary public offering
completed in May 1998.
Income Taxes
The Company is subject to United Kingdom corporation tax at a statutory
rate of 31% (fiscal 1998: 31%) and, to a much lesser extent, to income taxes in
the United States and Germany. Income tax expense was provided for at effective
rates, excluding the non-deductibility of goodwill amortization expense, of
32.0% (fiscal 1998 - 32.0%) and totaled (pound)2.1 million and (pound)1.7
million respectively for the years ended March 31, 1999 and 1998.
Liquidity and Capital Resources
Cash provided by operations was (pound)4.4 million in fiscal 2000
compared to cash used by operations of (pound)1.8 million in fiscal 1999. Cash
was provided by reducing average days' sales outstanding from 88 days at March
31, 1999 to less than 70 days at March 31, 2000 with the improvement primarily
in the Technology business. The Company's Science and Management businesses
continued to be cash generative from operations with no significant change in
average days' sales outstanding.
The Company had no significant cash flows from financing activities in
fiscal 2000. In fiscal 1999, the Company's principal source of cash was the
proceeds from a secondary offering of 3,052,500 ordinary shares completed in May
1998 which provided (pound)28.8 million net of issue expenses.
22
The principal use of cash in fiscal 2000 was the payment of contingent
consideration in respect of prior year acquisitions amounting to (pound)3.5
million and the purchase of property, plant and equipment amounting to
(pound)2.2 million, principally investment in information technology systems in
the Technology and Science businesses. In fiscal 1999 the Company paid in
aggregate (pound)16.6 million in consideration for the four businesses acquired
in fiscal 1999 and (pound)3.2 million in consideration for businesses acquired
in fiscal 1998 upon the determination of contingencies.
On March 31, 2000 the Company had cash balances of (pound)724,000. The
Company has available lines of credit of up to (pound)5.0 million under a
secured overdraft facility on which interest is payable at the rate of 1.15%
over base rate when drawn down. Management expects the Company to be cash
neutral from operating activities during fiscal 2001. Management expect the
Company's cash balances, available line of credit and borrowing capacity will be
sufficient to fund the Company's anticipated cash requirements for the next six
to twelve months. Cash requirements will principally comprise of contingent
consideration for previously acquired businesses and further investment in
information technology including web-based technology.
Year 2000
The Company successfully completed its transition to the Year 2000
without any disruptions or interruptions to services.
Item 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
Item 10. DIRECTORS AND OFFICERS OF REGISTRANT
Board of Directors
The Directors and Executive Officers of the Company are:
Name Age Position
- ---- --- --------
Board of Directors
Benjamin P. Blackden(3).................... 54 Chairman and Group Managing Director
Kevin A. Worrall(1)........................ 47 Group Finance Director and Company Secretary
Bruce R. Culver(2)(3)...................... 54 Deputy Chairman and Non-Executive Director
Jerry C. Benjamin(1)(2).................... 59 Non-Executive Director
John C. Maynard(1)(2)...................... 67 Non-Executive Director
Russell S. Reynolds, Jr.(2)(3)............. 68 Non-Executive Director
Other Executive Officers
Peter J. Lowman............................ 54 Managing Director, Science Recruitment Group
Ronald L. Stewart.......................... 53 Managing Director, S.Com
Carl M. Hague.............................. 55 Managing Director, Praxis Executive Taskforce and Executives
on Assignment
Faye Woolf................................. 39 Managing Director, The Woolf Group
Peter Woods................................ 51 Managing Director, Euromedica
- ----------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominations Committee.
Benjamin P. Blackden was co-founder of the Company and has been the
Company's Managing Director since 1990 and was appointed Chairman in January
1999. Prior to joining the Company, Mr. Blackden was President of a New
Jersey-based subsidiary of Fisons Instruments, a scientific instrument
manufacturer, and then Director of P-E International's Temporary Executive
Service, the original provider of interim management in the United Kingdom. He
previously held director level appointments in Human Resources at Fisons
Scientific Equipment and Avdel Ltd., following an earlier career with GEC.
23
Kevin A. Worrall has served as Group Finance Director since September
1995 and was appointed to the Board in December 1995. Mr. Worrall was Director
of Corporate Development at Lease Plan UK Ltd, the U.K. leasing arm of the Dutch
Bank ABN AMRO from 1993 to 1995. Mr. Worrall served as Finance Director, Group
Treasurer and Business Development Director of several subsidiaries of PHH
Europe, a multinational vehicle leasing and business services group, during his
employment with PHH from 1979 to 1992. Mr. Worrall holds an MBA with distinction
from the University of Warwick and is a member of the Association of Corporate
Treasurers.
Bruce R. Culver was co-founder of the Company and Chairman through
November 1995 and remains on the Board as Deputy Chairman and a Non-Executive
Director. In 1986 Mr. Culver founded Lab Support, Inc. in the U.S. (now called
On Assignment, Inc.). He was its Chief Executive, Chairman and Director until
1990. From 1984 to 1986, Mr. Culver was a management consultant to a number of
technology companies. Prior to 1984 he was Vice President of marketing for
Bausch & Lomb/ARL. Mr. Culver serves as a director of a number of other
companies in the U.S.
Jerry C. Benjamin was a Non-Executive Director from the Company's
founding through October 1997, and was re-appointed to the Board in February
1998. Mr. Benjamin is also Venture Capital Investment Director at Advent Venture
Partners, which he joined in 1988 where he is responsible for investments in the
health care and biotechnology sectors. From 1965 to 1988, Mr. Benjamin held a
variety of executive positions in Monsanto's chemical and health care
businesses, latterly as Director of Corporate Venture Capital. Mr Benjamin is
also a director of a number of private companies.
John C. Maynard OBE was appointed a Non-Executive Director in January
1996. Dr. Maynard had a distinguished career at Amersham International (now
Nycomed Amersham) where he has served as Director of Inorganic Research and
Radiopharmaceuticals, Group Research & Development and Operations Director and,
subsequently, Chief Executive, Health Care Division. He retired from Amersham
International in December 1996. Dr. Maynard is Honorary Professor in the
Department of Chemistry at the University of Wales.
Russell S. Reynolds, Jr. was appointed to the Board of Directors as a
Non-Executive Director in April 1996. Mr. Reynolds founded Russell Reynolds
Associates, Inc., a leading executive recruiting firm in 1969. He is a director
of a number of organizations including the Oppenheimer Funds. He is also
Chairman of the Directorship Search Group, a Connecticut-based consultancy
providing executive search services and advising chairmen and CEOs on a range of
boardroom issues, including corporate governance, the appointment of directors
and compensation.
Peter Lowman joined Professional Staff as Managing Director of the
Science Recruitment Group in June 1999. He founded a strategic and change
management consultancy in 1991 providing consulting in organizational change and
performance improvement to a range of blue chip clients. Prior to that, he spent
16 years in the recruitment industry in operational and marketing roles with
Manpower, as Operations Director with Reed Employment and as Chief Executive
with Alfred Marks. Earlier in his career he held sales positions with a number
of major companies. He started his career with Pfizer in the Process Development
Labs. He is a Fellow of the Institute of Management.
Ronald L. Stewart founded EPL Overseas Limited in 1985 and is currently
Managing Director of S.Com Group Plc. He has considerable business experience in
many parts of the world, particularly the Philippines and Hong Kong. Prior to
his business career he was in the British Army for 16 years retiring with the
rank of major.
Carl M. Hague is Managing Director of Praxis Executive Taskforce and
Executives on Assignment. He trained originally as a brewer and bio-chemist with
Samuel Webster Limited. He quickly moved to a management services position with
Bass Mitchells and Butlers Limited becoming deeply involved in post acquisition
project work. From there he transferred to HR undertaking increasingly senior
strategic management rolls with Bass plc. He founded Praxis in 1989.
Faye Woolf had retail business interests before founding The Woolf
Company in 1992. Originally devoted to providing investigation, meeting and
planning services to the clinical trials industry, it was relaunched as The
Woolf Group in 1995 when Jean Hendrickson and Betsy Brown joined the business
and the services offered were extended to clinical trials staffing and permanent
placements.
Dr. Peter Woods is Managing Director of Euromedica. A graduate in
Physiology and Biochemistry he also qualified as a doctor at Westminster Medical
School. After practising medicine for some years he began his
24
business career at Smith & Nephew and had senior appointments at BZW (healthcare
research), Fisons (corporate affiars) and Williams De Broe. He joined Euromedica
in January 1997.
At each annual general meeting of shareholders, one-third of the
Company's directors (or the whole number nearest to but lower than one-third)
must retire from office by rotation, provided that no director holding office as
Chief Executive or Managing Director shall be subject to retirement by rotation.
The directors to retire by rotation shall be those who have been longest in
office since their last re-election and so that as between persons who became or
were last re-elected directors on the same day, those to retire shall (unless
they otherwise agree among themselves) be determined by lot.
The Board of Directors may delegate any of its powers, authorities or
discretions (with the power to sub-delegate) to any committee consisting of such
person or persons as it thinks fit, provided that the majority of the members of
any such committee consists of directors of the Company. The Board of Directors
has established an audit committee, a compensation committee and a nominations
committee.
Item 11. COMPENSATION OF DIRECTORS AND OFFICERS
The Company paid its Board of Directors as a group (6 persons)
(pound)343,750 (of which (pound)157,000 was paid to the highest-compensated
director) for the year ended March 31, 2000 of which (pound)4,750 represented
pension contributions. The Company currently contributes to third-party personal
pension plans of executive directors to a maximum of 5% of compensation, so long
as each such director matches such amount.
Employment Agreements
Each of the Company's directors and executive officers has entered into
an employment agreement with the Company providing, among other things, that
each of the executive officers will provide services to Professional Staff or
its subsidiaries, as the case may be, on substantially a full-time basis. The
contracts also contain non-compete provisions which restrict the executive
officers from being involved in, for the period of their employment and for up
to one year thereafter, any business which engages in the business of
recruitment and/or provision of temporary or permanent staff in the Science,
Technology or Management sectors, as appropriate, and which is a competitor of
the Company.
Item 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
The Company has two employee share option plans, the Professional Staff
Employee Share Plan (the "1992 Approved Option Plan") and the 1996 Professional
Staff Company Share Option Plan (the "1996 Option Plan").
1992 Approved Option Plan
All of the options under the 1992 Approved Option Plan were granted
between March 6, 1992 and April 26, 1996. The 1992 Approved Option Plan is
approved by the Inland Revenue.
Options granted under the 1992 Approved Option Plan entitle
participants to subscribe for Ordinary Shares at an exercise price which is not
less than the market value of an Ordinary Share at the date of grant as
determined by the Board and agreed with the Inland Revenue. Options are
non-transferable, except in the case of death of a participant, in which case
the personal representatives are entitled to exercise such option within 12
months of the participant's death. Options granted under the 1992 Approved
Option Plan are normally exercisable between three and ten years after the date
of grant. Options generally expire on the termination of employment of the
participant other than by reason of injury, disability, pregnancy, retirement or
the sale of the business or subsidiary for which the participant works. In those
circumstances the participant may exercise all options generally within a 6
month period after the third anniversary of the date of grant. If the
participant's employment terminates by reason of redundancy or resignation,
options may be exercised in accordance with a vesting schedule as follows.
Options lapse if the redundancy or resignation takes place within 12 months of
the date of grant. Thereafter, 25% of the Ordinary Shares under option may be
exercised if the redundancy or resignation occurs more than 12 but less than 13
months from the date of grant with an additional 3.125% becoming exercisable for
each complete month of employment over 13 but less than 36 months from the date
of grant. Exercise is allowed in the event of an amalgamation, re-construction
or takeover of the Company; alternatively, options may, with the agreement of
the acquiring company, be exchanged for options over shares in the acquiring
company or a company associated with the acquiring company. In the event of any
increase or variation in the issued ordinary share capital of the Company
25
by way of re-capitalization or otherwise, the number of Ordinary Shares subject
to any option and the price payable upon the exercise of any option may be
adjusted by the Board provided that the adjustment is fair and reasonable and
subject to the prior approval of the Inland Revenue.
As of June 30, 2000, options to acquire a total of 261,960 Ordinary
Shares were outstanding under the 1992 Approved Option Plan. Such options have
exercise prices ranging from (pound)0.25 to (pound)1.40 per Ordinary Share and
exercise periods which expire between April 2004 and April 2006. Options to
acquire 75,000 Ordinary Shares are held by certain directors of the Company.
1996 Option Plan
The 1996 Option Plan comprises two parts, Part A, which has been
approved by the Inland Revenue and Part B, which, not being eligible, will not
be so approved.
Other than as set out below, the terms of Part A of the 1996 Option
Plan are in all material respects identical to those of the 1992 Approved Option
Plan. The market value of an Ordinary Share at the date of grant will generally
be the NASDAQ market value (as agreed with the Inland Revenue). Each
individual's participation will be limited so that the aggregate market value
(as at their relevant dates of grant) of Ordinary Shares under Part A of the
1996 Option Plan and under any other approved discretionary share plan
established by the Company (including the 1992 Approved Option Plan), in any ten
year period will not exceed (pound)30,000.
The exercise of options granted under Part A of the Option Plan may be
made subject to the attainment of objective performance targets set by the
Compensation Committee of the Board of Directors at the date of grant linked to
the underlying performance of the Company.
As to the exercise of options, the vesting schedule referred to above
in respect of the 1992 Approved Option Plan will apply to termination of
employment of the participant by reason of death, injury, disability, pregnancy,
redundancy, retirement, the sale of the business or subsidiary for which the
employee works or (at the discretion of the Compensation Committee) if the
employee ceases to be employed in any other circumstances. Options will lapse if
a participant ceases employment otherwise than in the circumstances referred to
above.
Other than as set out below, the terms of Part B of the 1996 Option
Plan are in all material respects identical to those of Part A of the 1996
Option Plan. If options are not exercised within seven years of their grant,
they will generally lapse. Each individual's participation will be limited so
that the aggregate market value (as at their relevant dates of grant) of Shares
under option under Part B of the 1996 Option Plan and under any other
discretionary share plan established by the Company, excluding options granted
under the 1992 Approved Option Plan and non-approved option arrangements, in any
10 year period will not exceed four times the annual remuneration of such
individual or (pound)100,000, if greater (excluding options which have been
exercised).
As of June 30, 2000, options to acquire a total of 1,128,416 Ordinary
Shares were outstanding under Parts A and B of the 1996 Option Plan. Such
options have exercise prices ranging from $4.50 to $16.875 per Ordinary Share
and exercise periods which expire between April 2004 and May 2007. Options to
acquire 185,000 Ordinary Shares are held by certain directors of the Company.
Grants of Non-Approved Options
In addition to the options granted under the 1992 Approved Option Plan
and options granted under the 1996 Option Plan, the Company granted certain
employees and directors non-approved options to purchase Ordinary Shares in the
Company by deed.
As of June 30, 2000, options to acquire a total of 83,040 Ordinary
Shares were outstanding. Such options have an exercise price of (pound)1.40
Ordinary Share and exercise periods which will expire between February 2003 and
April 2003. Non-approved options to acquire a total of 80,000 Ordinary Shares
are held by certain directors of the Company.
Item 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Not applicable.
26
PART II
Item 14. DESCRIPTION OF SECURITIES TO BE REGISTERED
Not applicable.
PART III
Item 15. DEFAULTS UPON SENIOR SECURITIES
None.
Item 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY
FOR REGISTERED SECURITIES
None.
PART IV
Item 17. FINANCIAL STATEMENTS
Not applicable.
Item 18. FINANCIAL STATEMENTS
See pages F-1 through F-17.
Item 19. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The following financial statements together with the report of Deloitte
& Touche thereon are filed as part of this Annual Report:
Page
Report of Independent Auditors ................................. F-1
Consolidated Statements of Income and Comprehensive Income ..... F-2
Consolidated Balance Sheets .................................... F-3
Consolidated Statements of Shareholders' Equity ................ F-5
Consolidated Statements of Cash Flows .......................... F-6
Notes to the Financial Statements .............................. F-8
(b) Exhibits
None.
27
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act 1934, the registrant certifies that it meets all of the
requirements for filing on Form 20-F and has duly caused this Annual Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
PROFESSIONAL STAFF PLC
By: /s/Kevin Worrall
---------------------------
Kevin Worrall
Group Finance Director
Date: September 29, 2000
PROFESSIONAL STAFF PLC
INDEX TO FINANCIAL STATEMENTS Page
Report of Independent Auditors............................................F-1
Consolidated statements of income.........................................F-2
Consolidated balance sheets...............................................F-3
Consolidated statements of shareholders' equity...........................F-5
Consolidated statements of cash flows.....................................F-6
Consolidated statements of cash flows.....................................F-7
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders of
Professional Staff plc
Slough, England
We have audited the accompanying consolidated balance sheets
of Professional Staff plc and subsidiaries as of March 31, 2000 and 1999, and
the related consolidated statements of income, comprehensive income,
shareholders' equity and cash flows for each of the three years in the period
ended March 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United Kingdom which are similar to those in the
United States of America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Professional Staff
plc and subsidiaries at March 31, 2000 and 1999, and the results of their
operations and cash flows for each of the three years in the period ended March
31, 2000 in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Chartered Accountants
Bracknell
England
May 5, 2000
(August 23, 2000 as to note 10)
F-1
PROFESSIONAL STAFF PLC
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Years ended March 31, 2000, 1999 and 1998
Note 2000 1999 1998
(pound)'000 (pound)'000 (pound)'000
Revenue 120,410 95,359 58,313
Direct cost of revenue 91,766 74,210 43,715
------------- ------ ------
Gross profit 28,644 21,149 14,598
Selling, general and administrative expenses 9 22,533 16,076 9,660
Amortization of goodwill 1,008 375 193
------------- ------ ------
Income from continuing operations before other income
(expense) and income taxes 5,103 4,698 4,745
Other income (expense)
Interest and other income 35 1,521 474
Interest and other expense (684) (86) (64)
------------- ------ ------
Income from continuing operations before
income taxes 4,454 6,133 5,155
Income taxes 6 1,561 2,084 1,711
------------- ------ ------
Income from continuing operations 2,893 4,049 3,444
------------- ------ ------
Net income 2,893 4,049 3,444
============= ====== ======
EARNINGS PER SHARE DATA 3
Basic earnings per share:
Income from continuing operations (pound)0.34 (pound)0.45 (pound)0.59
============= =========== ===========
Diluted earnings per share:
Income from continuing operations (pound)0.33 (pound)0.43 (pound)0.51
============= =========== ===========
COMPREHENSIVE INCOME, NET OF TAX (pound)'000 (pound)'000 (pound)'000
Net income 2,893 4,049 3,444
Foreign currency translation adjustment (16) - -
------------- ----------- -----------
Comprehensive income 2,877 4,049 3,444
============= =========== ===========
See notes to consolidated financial statements.
F-2
PROFESSIONAL STAFF PLC
CONSOLIDATED BALANCE SHEETS
March 31, 2000 and 1999
Note 2000 1999
(pound)'000 (pound)'000
ASSETS
Current assets
Cash and cash equivalents 1,038 2,032
Accounts receivable (less allowance for doubtful
debts of (pound)846,000 in 2000 and (pound)790,000 in 1999) 22,501 25,010
Unbilled receivables 1,168 2,126
Prepaid expenses 499 537
Other receivables 2,446 1,182
------ ------
Total current assets 27,652 30,887
Property and equipment, net 4 4,106 3,326
Goodwill (less accumulated amortization of (pound)1,576,000
in 2000 and (pound)568,000 in 1999) 30,664 28,552
Other assets 3 2
------ ------
TOTAL ASSETS 62,425 62,767
====== ======
See notes to consolidated financial statements.
F-3
PROFESSIONAL STAFF PLC
CONSOLIDATED BALANCE SHEETS
March 31, 2000 and 1999
Note 2000 1999
(pound)'000 (pound)'000
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank overdraft 314 -
Accounts payable 3,920 2,154
Accrued liabilities 2,462 5,058
Income tax payable 897 2,266
Other taxes and social security payable 1,842 2,098
Current portion of capital lease obligations 41 93
Other liabilities 900 1,026
------ ------
Total current liabilities 10,376 12,695
Long term liabilities
Capital lease obligations 68 69
------ ------
10,444 12,764
------ ------
Commitments and contingencies 2 2,979 3,950
------ ------
Shareholders' equity
Ordinary shares, 2p par value:
Authorised shares - 24,000,000 in 2000 and 1999
Issued shares - 8,622,837 in 2000 and 8,496,353 in 1999 172 170
Additional paid-in capital 37,799 37,706
Capital redemption reserve 16 16
Cumulative translation adjustments (16) -
Retained earnings 11,031 8,161
------ ------
Total shareholders' equity 49,002 46,053
------ ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 62,425 62,767
====== ======
See notes to consolidated financial statements.
F-4
PROFESSIONAL STAFF PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Additional Capital Cumulative
Ordinary Ordinary paid-in redemption translation
shares shares capital reserve adjustment
No.'000 (pound)'000 (pound)'000 (pound)'000 (pound)'000
BALANCE AT APRIL 1, 1997 5,808 116 8,744 1 -
Ordinary share options exercised 116 2 38 - -
Net income - - - - -
--------- ------- --------- ------ ------
BALANCE AT MARCH 31, 1998 5,924 118 8,782 1 -
Ordinary shares issued, net of issue costs of
(pound)2,588,000 3,052 61 28,717 - -
Ordinary share options exercised 282 6 207 - -
Ordinary shares repurchased (762) (15) - 15 -
Net income - - - - -
--------- ------- --------- ------ ------
BALANCE AT MARCH 31, 1999 8,496 170 37,706 16 -
Ordinary share options exercised 126 2 93 - -
Ordinary shares repurchased - - - - -
Foreign currency translation adjustment - - - - (16)
Net income - - - - -
--------- ------- --------- ------ ------
BALANCE AT MARCH 31, 2000 8,622 172 37,799 16 (16)
========= ======= ========= ====== ======
Retained
earnings Total
(pound)'000 (pound)'000
BALANCE AT APRIL 1, 1997 4,655 13,516
Ordinary share options exercised - 40
Net income 3,444 3,444
--------- ---------
BALANCE AT MARCH 31, 1998 8,099 17,000
Ordinary shares issued, net of issue costs of
(pound)2,588,000 - 28,778
Ordinary share options exercised - 213
Ordinary shares repurchased (3,987) (3,987)
Net income 4,049 4,049
--------- ---------
BALANCE AT MARCH 31, 1999 8,161 46,053
Ordinary share options exercised - 95
Ordinary shares repurchased (23) (23)
Foreign currency translation adjustment - (16)
Net income 2,893 2,893
--------- ---------
BALANCE AT MARCH 31, 2000 11,031 49,002
========= =========
See notes to consolidated financial statements.
F-5
PROFESSIONAL STAFF PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended March 31, 2000, 1999 and 1998
2000 1999 1998
(pound)'000 (pound)'000 (pound)'000
CASH FLOWS FROM OPERATING ACTIVITIES
Net income 2,893 4,049 3,444
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,281 1,476 856
Profit on disposal of property and equipment (40) (40) (26)
Changes in assets and liabilities, net of effects of acquisitions
Accounts receivable 2,617 (6,080) (9,645)
Unbilled receivables 986 (812) (785)
Prepaid expenses 38 (44) (135)
Other receivables (1,263) (970) (32)
Accounts payable 1,281 (1,659) 2,459
Accrued liabilities (2,624) 1,771 274
Income taxes payable (1,360) 460 307
Other taxes and social security payable (161) 308 (12)
Other liabilities (228) (290) 64
---------- --------- --------
Net cash provided by (used by) operating activities 4,420 (1,831) (3,231)
---------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (2,203) (1,419) (950)
Proceeds from sale of property and equipment 233 170 219
Acquisition of businesses, net of cash acquired (3,781) (20,789) (6,984)
---------- --------- --------
Net cash (used in) investing activities (5,751) (22,038) (7,715)
---------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Ordinary share options exercised 95 213 40
Ordinary share issuance - 28,778 -
Repurchase of ordinary shares (23) (3,987) -
Mortgage repayments - - (460)
Payments under capital lease obligations (55) (143) (465)
---------- --------- --------
Net cash provided by (used in) financing activities 17 24,861 (885)
---------- --------- --------
Effect of exchange differences on cash 6 - -
---------- --------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,308) 992 (11,831)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2,032 1,040 12,871
---------- --------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR 724 2,032 1,040
========== ========= ========
See notes to consolidated financial statements.
F-6
PROFESSIONAL STAFF PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended March 31, 2000, 1999 and 1998
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION 2000 1999 1998
(pound)'000 (pound)'000 (pound)'000
Interest paid 114 86 22
========== ========= ========
Income taxes paid 2,921 1,624 967
========== ========= ========
F-7
PROFESSIONAL STAFF PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2000, 1999 and 1998
1. BASIS FOR PRESENTATION OF THE FINANCIAL STATEMENTS AND SIGNIFICANT
ACCOUNTING POLICIES
BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS
Nature of business
Professional Staff plc and its subsidiaries (the 'Company') primarily
operate in niche sectors of the temporary staffing industry and other
recruitment services in the United Kingdom, United States of America and
Continental Europe.
Basis for consolidation
The consolidated financial statements include the financial statements of
Professional Staff plc and all of its subsidiaries. Professional Staff
plc and its major subsidiaries are incorporated in Great Britain except
for The Woolf Group, Inc. and S-Com Computer Systems Engineers, Inc.
which are incorporated in the United States of America, S-Com Computer
Systems Engineers GmbH and Euromedica Executive Search GmbH which are
incorporated in Germany and Euromedica SARL which is incorporated in
France. All significant intercompany transactions, profits and balances
have been eliminated in consolidation.
Use of estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires the Company to make
estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.
Currency
These consolidated financial statements are stated in United Kingdom
pounds sterling.
SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
The Company considers all highly liquid investments with a remaining
maturity of three months or less to be cash equivalents.
Property and equipment
Property and equipment is stated at cost and depreciated using the
straight-line method. Freehold land is not depreciated; freehold
buildings are depreciated over an estimated useful life of 40 years;
fixtures, fittings and equipment are depreciated over estimated useful
lives ranging from 3 to 10 years and motor vehicles are depreciated over
an estimated useful life of 4 years.
Goodwill
Goodwill arising on the acquisition of a business is calculated by
comparing the cost of the acquisition with the fair value of the net
assets acquired. Any difference is treated as purchased goodwill and is
amortized in equal amounts over its expected useful life. The
amortization period is assessed separately for each acquisition and the
carrying value of goodwill and the adequacy of the amortization rates are
reviewed at each balance sheet date. All goodwill arising on the
Company's acquisitions is currently being amortized over 30 years.
F-8
PROFESSIONAL STAFF PLC
1. BASIS FOR PRESENTATION OF THE FINANCIAL STATEMENTS AND SIGNIFICANT
ACCOUNTING POLICIES (continued)
Impairment of long-lived assets
The Company assesses the recoverability of its long-lived assets by
determining whether the amortization of the asset's balance over its
remaining life can be recovered through projected future cash flows from
operations. The Company continually evaluates the existence of potential
impairment by analysing operating results, trends and prospects. The
Company also takes into consideration any other events or circumstances
that might indicate potential impairment. Based upon these evaluations,
the Company has determined that no impairment of recorded long-lived
assets has occurred.
Fair values of financial instruments
The carrying value of cash and cash equivalents, accounts receivable and
accounts payable approximate to fair value due to the short maturities of
such instruments.
Revenue recognition
The Company derives most of its revenues from supplying temporary
staffing services. Revenues are recorded as such services are provided.
Direct cost of revenue
Direct cost of revenue consists primarily of compensation payable to
temporary workers, related payroll taxes and direct expenses billable to
clients. Direct cost of revenue does not include any allocation of
overhead costs.
Income taxes
The Company uses the liability method of accounting for income taxes in
accordance with Statement of Financial Accounting Standards ("SFAS") No.
109 "Accounting for Income Taxes". Under this method, deferred tax assets
and liabilities are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured using
the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.
Earnings per share
Basic earnings per share is computed on the weighted average number of
ordinary shares outstanding during the respective period. Diluted
earnings per share includes the effect of dilutive ordinary share
equivalents outstanding during the periods using the treasury stock
method.
Share options granted to employees
The Company accounts for all share-based compensation plans under the
intrinsic value method prescribed by APB Opinion No.25, "Accounting for
Stock Issued to Employees".
Foreign exchange
The Company's reporting and functional currency is pounds sterling.
Transactions of the Company denominated in foreign currencies are
translated into functional currencies at the rates of exchange ruling at
the date of transactions. Monetary assets and liabilities in foreign
currencies at the balance sheet date are translated into functional
currencies at the rates of exchange ruling at that date. Any differences
are dealt with in the income statement.
The balance sheets of foreign subsidiaries are translated into sterling
at the closing rates of exchange and the profit and loss account at an
average rate. The differences arising from the translation are charged
directly to equity.
F-9
PROFESSIONAL STAFF PLC
1. BASIS FOR PRESENTATION OF THE FINANCIAL STATEMENTS AND SIGNIFICANT
ACCOUNTING POLICIES (continued)
Leases
Assets held under finance leases are capitalised at their fair value on
the inception of the lease and depreciated over their estimated useful
lives. Finance charges are allocated over the period of the lease in
proportion to the capital amount outstanding. Rentals under operating
leases are charged to the income statement in equal annual amounts over
the lease term.
2. ACQUISITIONS
In January 2000, the Company acquired the entire issued share capital of
Euromedica SARL, an executive search consultancy to the pharmaceutical
and healthcare industries in France. Initial purchase price was
(pound)250,000. Further cash consideration may become payable dependent
upon the operating profit of the Euromedica SARL for the year ending
December 31, 2000.
The acquisition was accounted for by the purchase method and,
accordingly, the purchase price (including transaction costs) was
allocated among the identifiable tangible assets acquired and liabilities
assumed based on their respective fair market values. The fair values
allocated were approximately (pound)180,000 for the assets acquired and
approximately (pound)174,000 for the liabilities assumed. The excess of
purchase price over these estimated fair values of the net assets
acquired was approximately (pound)268,000 and was recorded as goodwill
which is being amortized using the straight line method over 30 years.
The results of acquired operations have been included in the consolidated
income statement from the date of acquisition.
The following unaudited consolidated pro-forma results of operations for
the years ended March 31, 2000 and 1999 assume that all acquisitions made
in the years ended March 31, 2000 and 1999 occurred as of April 1, 1998:
2000 1999
(pound)'000 (pound)'000
Revenue 120,660 112,384
=========== ===========
Net income 2,893 4,431
=========== ===========
Earnings per share:
Basic (pound)0.34 (pound)0.50
=========== ===========
Diluted (pound)0.33 (pound)0.47
=========== ===========
Such pro-forma amounts are not necessarily indicative of what the actual
consolidated results of operations might have been if the acquisitions
had been effective at the beginning of the periods.
F-10
PROFESSIONAL STAFF PLC
2. ACQUISITIONS (continued)
Contingent Consideration
Prior year acquisitions
EPL Overseas Limited
Further cash consideration may become payable dependent upon the gross
profit of the group's technology businesses, into which the acquired
business was merged, for the period from April 1999 to July 2000. Such
payments are due in May 2000 and August 2000.
Praxis Executive Taskforce Limited
Further cash consideration may become payable in December 2000 dependent
upon improvements to operating income for the year ended 30 September
2000 including the results of any operations merged with the company
during that period.
The Woolf Group, Inc.
Further cash consideration may become payable in May 2001 and May 2002
dependent upon improvements to operating income for the years ended 31
March 2001 and 2002.
S.Com Computer Systems Engineers Limited
Further cash consideration may become payable in August 2000 dependent
upon the gross profit of the group's technology businesses for the period
from August 1999 to July 2000.
Recognition of contingent consideration
Contingent consideration is recognized when the outcome of the
contingency is beyond reasonable doubt. Accordingly, contingent
consideration of (pound)2.979m has been recognized as at March 31, 2000
(1999 - (pound)3.950m). Where the outcome of the contingency is not
beyond reasonable doubt, due to the complexity of the earnout formulae or
uncertainty as to future performance, no liability has been recognized.
F-11
PROFESSIONAL STAFF PLC
3. EARNINGS PER SHARE
The following table summarizes the computations of share amounts used in
the computation of earnings per share presented in the accompanying
income statements.
2000 1999 1998
'000 '000 '000
Basic earnings per share:
Weighted average number of ordinary shares
outstanding during the period 8,577 8,929 5,864
========= ========= =========
Diluted earnings per share:
Weighted average number of ordinary shares
outstanding during the period 8,577 8,929 5,864
Dilutive effect of options 265 452 923
--------- --------- ---------
Total fully diluted securities considered outstanding
during the year 8,842 9,381 6,787
========= ========= =========
(pound)'000 (pound)'000 (pound)'000
Net income 2,893 4,049 3,444
=========== =========== ===========
Basic earnings per share (pound)0.34 (pound)0.45 (pound)0.59
=========== =========== ===========
Diluted earnings per share (pound)0.33 (pound)0.43 (pound)0.51
=========== =========== ===========
Options to purchase 1,123,000 shares at exercise prices ranging from
$6.125 to $16.875 were outstanding at March 31, 2000, but have not been
included in the calculation of diluted earnings per share because the
exercise prices were greater than the average market price of the
ordinary shares.
4. PROPERTY AND EQUIPMENT
2000 1999
(pound)'000 (pound)'000
Freehold land and buildings 1,018 1,018
Motor vehicles 1,986 1,507
Fixtures, fittings and equipment 4,326 3,173
--------- ----------
7,330 5,698
Less: accumulated depreciation (3,224) (2,372)
--------- ----------
Property and equipment, net of accumulated
depreciation 4,106 3,326
========= ==========
F-12
PROFESSIONAL STAFF PLC
4. PROPERTY AND EQUIPMENT (CONTINUED)
The Company leases motor vehicles under capital leases. Property and
equipment includes the following amounts for leases that have been
capitalised.
2000 1999
(pound)'000 (pound)'000
Motor vehicles 202 226
Less: accumulated depreciation (104) (101)
--------- ----------
98 125
========= ==========
Depreciation of leased assets is included in depreciation and
amortization expense.
5. SHARE OPTION PLAN
The Company operates two share option plans for the benefit of directors
and employees, an approved plan and an unapproved plan. Share options
granted allow for the purchase of ordinary shares at prices not less than
the fair market value of the ordinary shares at the date of grant. The
options vest over 3 years and are exercisable 7 to 10 years from the date
of grant.
The following table summarizes the option activity under the share option
plans.
2000 1999 1998
No. No. No.
Options outstanding at 1 April 1,426,855 1,308,541 947,044
Options granted 629,000 632,000 525,198
Options exercised (126,484) (281,732) (115,546)
Options cancelled (421,262) (231,954) (48,155)
---------- ---------- ----------
Options outstanding at 31 March 1,508,109 1,426,855 1,308,541
========== ========== ==========
Weighted-average exercise price per share:
Options granted $6.73 $12.88 $10.58
Options exercised $1.33 $1.30 $0.55
Options cancelled $10.45 $11.27 $6.60
========== ========== ==========
Weighted-average exercise price per share of options outstanding
at end of the year $7.54 $8.21 $4.94
========== ========== ==========
F-13
PROFESSIONAL STAFF PLC
5. SHARE OPTION PLAN (CONTINUED)
Details of share options granted but not exercised at March 31, 2000 are
as follows:
Date of grant Number of options Exercise price Exercise period
<C
April 1994 85,000 (pound)0.25 April 1997 - April 2004
April 1995 45,000 (pound)0.80 April 1998 - April 2005
October 1995 105,000 (pound)1.25 October 1998 - October 2005
February 1996 30,000 (pound)1.40 February 1999 - February 2003
March 1996 45,000 (pound)1.40 March 1999 - March 2006
April 1996 75,000 (pound)1.40 April 1999 - April 2006
April 1997 17,676 US$8.750 April 2000 - April 2007
May 1997 83,250 US$9.375 May 2000 - May 2007
June 1997 3,000 US$10.000 June 2000 - June 2007
July 1997 47,166 US$11.500 July 2000 - July 2007
January 1998 28,000 US$15.375 January 2001 - January 2005
May 1998 174,048 US$16.875 May 2001 - May 2008
June 1998 15,000 US$13.500 June 2001 - June 2008
July 1998 37,500 US$13.125 July 2001 - July 2008
July 1998 12,500 US$15.125 July 2001 - July 2008
October 1998 57,079 US$9.750 October 2001 - October 2008
October 1998 120,000 US$7.250 October 2001 - October 2008
April 1999 108,390 US$7.370 April 2002 - April 2009
May 1999 256,500 US$6.625 May 2002 - May 2009
June 1999 10,000 US$6.313 June 2002 - June 2009
July 1999 133,000 US$6.500 July 2002 - July 2009
August 1999 15,000 US$6.125 August 2002 - August 2009
October 1999 5,000 US$6.500 October 2002 - October 2009
The Company applies APB Opinion 25 and related interpretations in
accounting for its plans. The option price for each grant of options was
considered to be a reasonable estimate of the market value of shares at
that date. Consequently, no compensation expense has been recorded in
respect of these share options.
Statement of Financial Accounting Standards No.123 "Accounting for
Stock-based Compensation", ("SFAS 123") requires disclosure of pro forma
information regarding net income and earnings per share had compensation
cost been determined using the fair value method. The fair value of the
Company's stock-based awards to employees was estimated as of the date of
grant using the Black-Scholes option pricing model. Limitations on the
effectiveness of the Black-Scholes option valuation model are that it was
developed for use in estimating the fair value of traded options which
have no vesting restrictions and are fully transferable and that the
model requires the use of highly subjective assumptions including
expected stock price volatility. Because the Company's stock-based awards
to employees have characteristics significantly different from those of
traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion,
the existing models do not necessarily provide a reliable single measure
of the fair value of its stock-based awards.
F-14
PROFESSIONAL STAFF PLC
5. SHARE OPTION PLAN (CONTINUED)
The fair value of options granted was estimated assuming no dividends and
using the following weighted average assumptions:
2000 1999 1998
Risk-free interest rate 4.8% 4.7% 5.8%
Expected term 3 years 3 years 3 years
Volatility 40% 30% 20%
Weighted-average fair value per share for options granted during
the year $2.18 $3.38 $2.30
========= ========= =========
Had compensation cost for the Company's plans been recorded the Company's
net income and earnings per share would have been as indicated below:
2000 1999 1998
(pound)'000 (pound)'000 (pound)'000
Net income as reported 2,893 4,049 3,444
pro forma 2,638 3,733 3,296
========= ========= =========
Basic earnings per share as reported (pound)0.34 (pound)0.45 (pound)0.59
pro forma (pound)0.31 (pound)0.42 (pound)0.56
============ ============ =============
Diluted earning per share as reported (pound)0.33 (pound)0.43 (pound)0.51
pro forma (pound)0.30 (pound)0.40 (pound)0.49
============ ============ =============
6. INCOME TAXES
The components of income from continuing operations before income taxes
were:
2000 1999 1998
(pound)'000 (pound)'000 (pound)'000
United Kingdom 4,267 6,438 5,155
Outside United Kingdom 187 (305) -
--------- --------- ---------
4,454 6,133 5,155
========= ========= =========
The components of income tax expense charged to operations were:
2000 1999 1998
(pound)'000 (pound)'000 (pound)'000
Current:
United Kingdom 1,507 2,084 1,711
Outside United Kingdom 54 - -
--------- --------- ---------
1,561 2,084 1,711
========= ========= =========
F-15
6. INCOME TAXES (CONTINUED)
The Company's provision for United Kingdom income taxes resulted in
effective tax rates that varied from the United Kingdom statutory income
tax rate as follows:
2000 1999 1998
(pound)'000 (pound)'000 (pound)'000
Expected income tax provision at 30% / 31% / 31% 1,337 1,901 1,598
Difference in tax rate in respect of overseas' taxes 48 - -
Amortization of goodwill not tax deductible 217 116 60
Expenses not deductible for tax purposes 51 67 53
Other (92) - -
--------- ---------- ---------
Actual income tax provision 1,561 2,084 1,711
========= ========== =========
Effective tax rate 35.0% 34.0% 33.2%
========= ========== =========
There are no significant differences between the financial reporting and
tax bases of assets and consequently there are no deferred tax assets and
liabilities.
7. SALES AND GEOGRAPHIC INFORMATION
Throughout the period the Company's revenue and income before interest
and income taxes derived primarily from the provision of temporary
staffing services.
Domestic and export revenues for the three years ended March 31, 2000
were as follows:
2000 1999 1998
(pound)'000 (pound)'000 (pound)'000
United Kingdom 63,101 61,671 45,414
Continental Europe 29,384 28,045 12,348
United States 25,062 3,574 -
Rest of the World 2,863 2,069 551
--------- ---------- ---------
120,410 95,359 58,313
========= ========== =========
The location of the Company's net property and equipment for the three
years ended March 31, 2000 was as follows:
2000 1999 1998
(pound)'000 (pound)'000 (pound)'000
United Kingdom 3,641 3,083 2,689
Europe 168 51 -
United States 297 192 -
--------- ---------- ---------
4,106 3,326 2,689
========= ========== =========
F-16
PROFESSIONAL STAFF PLC
The Company did not receive more than 10% of consolidated revenue from
any one customer in the three years ended March 31, 2000, 1999 and 1998.
8. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases some of its facilities under noncancelable operating
lease agreements. Future minimum lease payments under these operating
leases as of March 31, 2000 are as follows:
Year ending March 31, (pound)'000
2001 594
2002 526
2003 473
2004 410
2005 274
Thereafter 986
-------
Total minimum lease payments 3,263
=======
Rent expense of (pound)714,000, (pound)473,000 and (pound)290,000 was
incurred in 2000, 1999 and 1998 respectively.
Guarantees
The Company's bankers hold a fixed and floating charge over the assets of
the Company as security over any overdraft. As at 31 March 2000 the
Company had an overdraft of (pound)1.3m (1999 - (pound)nil). In addition,
the Company is subject to a cross guarantee covering overdrafts of
certain group companies. At 31 March 2000 the Company had no net
contingent liability under this facility (1999- (pound)nil) and a gross
contingent liability of (pound)6.4m (1999 - (pound)8.2m).
The Company has pledged the assets and ordinary shares of The Woolf
Group, Inc. as security up to a maximum of $15m to the selling
shareholders of The Woolf Group, Inc. in respect of the aggregate
contingent consideration that may become payable in each of May 2001 and
May 2002.
The Company has guaranteed a $500,000 overdraft facility of The Woolf
Group, Inc. At 31 March 2000 there was no contingent liability under this
guarantee.
The Company has guaranteed the trade liabilities of Salisbury Drewry
Limited in order for Salisbury Drewry Limited to be a member of the
Newspaper Publishers Association. Salisbury Drewry Limited's trade
liabilities at 31 March 2000 were (pound)48,000.
9. UNUSUAL ITEMS
The Company incurred the following non-recurring unusual items in the
year ended March 31, 1999 all recognized within Selling, general and
administrative expenses; (pound)403,000 relating to restructuring costs
at its Salisbury Consulting Group subsidiary and costs of integrating its
S-Com and EPL subsidiaries subsequent to acquisition; (pound)256,000
relating to costs expected to be incurred at S-Com EPL in collecting
certain international receivables and establishing doubtful debt
reserves; and (pound)150,000 of costs associated with an aborted
acquisition.
10. SUBSEQUENT EVENTS
On July 20, 2000 the Company announced that it had agreed to the terms of
a recommended cash offer of $8.34 per Ordinary Share to be made by First
Saddle Limited for the whole of the issued and unconditionally allotted
share capital of the Company not already owned or agreed to be acquired
by First Saddle.
F-17
PROFESSIONAL STAFF PLC
On August 23, 2000 First Saddle Limited announced that the minimum
acceptance condition, being receipt of valid acceptances in respect of
not less than 90% of shares to which the offer related, had not been met,
and the offer lapsed.
The Company incurred expenses in respect of the lapsed offer of
approximately (pound)400,000 which will be recorded in the quarter ended
September 30, 2000.
F-18