1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
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COMMISSION FILE NUMBER 0-26058
ROMAC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3264661
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
120 WEST HYDE PARK PLACE
SUITE 150
TAMPA, FLORIDA 33606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP-CODE)
Registrant's telephone number, including area code: (813) 251-1700
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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) had been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
As of May 9, 2000 the registrant had 44,211,410 shares of common stock, $.01
par value per share, issued and outstanding.
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ITEM 1. FINANCIAL STATEMENTS
ROMAC INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DECEMBER 31,
2000 1999
---- ----
(UNAUDITED)
Assets:
Current Assets:
Cash and cash equivalents $ 1,808 $ 7,919
Trade receivables, net of allowance for doubtful accounts of $5,122 and
$4,417, respectively 131,746 112,545
Income tax receivable 24,608 23,038
Receivables from related parties, current 52 --
Deferred tax asset, current 3,546 3,546
Prepaid expenses and other current assets 2,985 3,669
-------- --------
Total current assets 164,745 150,717
Receivables from related parties, less current portion 958 960
Furniture and equipment, net 26,181 27,758
Other assets, net 21,279 21,060
Goodwill, net of accumulated amortization of $10,059 and $9,452, respectively 95,840 95,692
-------- --------
Total assets $309,003 $296,187
======== ========
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Liabilities and Shareholders' Equity:
Current Liabilities:
Accounts payable and other accrued liabilities $ 18,150 $ 24,180
Accrued payroll costs 38,817 31,922
Bank overdrafts 4,840 5,824
Income taxes payable 78 --
Current portion of capital lease obligations 277 481
Current portion of payables to related parties -- 2,000
-------- --------
Total current liabilities 62,162 64,407
Bank line of credit 16,462 --
Capital lease obligations, less current portion -- --
Other long-term liabilities, less current portion 14,448 13,575
-------- --------
Total liabilities 93,072 77,982
-------- --------
Commitments and contingencies -- --
Shareholders' Equity:
Preferred stock, par value $.01; 15,000 shares authorized, none issued and
outstanding -- --
Common stock, par value $.01; 250,000 shares authorized, 46,888 and 46,687
issued and outstanding, respectively 469 467
Additional paid-in-capital 189,270 187,262
Retained earnings 44,251 46,646
Cumulative translation adjustment (175) (170)
Less reacquired stock at cost; 2,751 and 2,613 shares, respectively (17,884) (16,000)
-------- --------
Total shareholders' equity 215,931 218,205
-------- --------
Total liabilities and shareholders' equity $309,003 $296,187
======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONSOLIDATED FINANCIAL STATEMENTS.
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ROMAC INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31, MARCH 31,
2000 1999
---- ----
(UNAUDITED) (UNAUDITED)
Net service revenues $195,063 $184,095
Direct costs of services 106,862 105,263
-------- --------
Gross profit 88,201 78,832
Selling, general and administrative expenses 89,310 61,558
Depreciation and amortization expense 3,704 2,436
Other (income) expense, net (683) (765)
-------- --------
(Loss) income before income taxes (4,130) 15,603
Provision for (benefit from) income taxes (1,735) 6,475
-------- --------
Net (loss) income $ (2,395) $ 9,128
======== ========
Comprehensive (loss) income:
Foreign currency translation (5) --
-------- --------
Comprehensive (loss) income $ (2,400) $ 9,128
======== ========
Net (loss) income per share- Basic $ (.05) $ .20
======== ========
Weighted average shares outstanding- Basic 44,182 45,701
======== ========
Net (loss) income per share- Diluted $ (.05) $ .20
======== ========
Weighted average shares outstanding- Diluted 44,182 46,492
======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONSOLIDATED FINANCIAL STATEMENTS.
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ROMAC INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31, MARCH 31,
2000 1999
---- ----
(UNAUDITED) (UNAUDITED)
Cash flows from operating activities:
Net (loss) income $ (2,395) $ 9,128
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 3,704 2,436
Provision for losses on accounts and notes receivable -- 356
Loss on asset sales/disposals 1 --
(Increase) decrease in operating assets:
Trade receivables, net (19,200) (14,338)
Prepaid expenses and other current assets 663 (386)
Other assets, net 332 (191)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued liabilities (6,030) (1,961)
Accrued payroll costs 6,895 (16,574)
Bank overdrafts (984) --
Accrued merger, restructuring and integration expense -- (2,550)
Income taxes (1,362) 2,913
Other long-term liabilities 874 1,063
-------- --------
Cash used in operating activities (17,502) (20,104)
-------- --------
Cash flows from investing activities:
Capital expenditures (1,114) (4,067)
Acquisitions, net of cash acquired and earnout settlements (1,155) (8,543)
Proceeds from sale of furniture and equipment 14 --
Proceeds from the sale of short-term investments -- 12,000
Increase in cash surrender value of life insurance policies (602) (1,449)
-------- --------
Cash used in investing activities (2,857) (2,059)
-------- --------
Cash flows from financing activities:
Proceeds from bank line of credit 16,462 --
Payments on capital lease obligations (205) (225)
Payments on notes payable to related parties (2,000) --
Payments on receivables from related parties -- 6
Issuance of notes receivable from related parties -- (200)
Proceeds from exercise of stock options 1,880 697
Repurchase of treasury stock (1,884) (6,153)
-------- --------
Cash provided by (used in) financing activities 14,253 (5,875)
-------- --------
Decrease in cash and cash equivalents (6,106) (28,038)
Cumulative translation adjustment (5) --
Cash and cash equivalents at beginning of period 7,919 68,821
-------- --------
Cash and cash equivalents at end of period $ 1,808 $ 40,783
======== ========
Supplemental Cash Flows Information Cash paid (received) during the period for:
Income taxes $ (243) $ 3,580
Interest 86 --
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONSOLIDATED FINANCIAL STATEMENTS.
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ROMAC INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2000
(AMOUNTS IN THOUSANDS) (UNAUDITED)
COMMON ADDITIONAL CUMULATIVE RETAINED REACQUIRED
STOCK PAID-IN TRANSLATION EARNINGS STOCK TOTAL
CAPITAL ADJUSTMENT
Shares Amounts Shares Amounts
SHAREHOLDERS' EQUITY:
Balance at December 31, 1999 46,687 $467 $ 187,262 $ (170) $ 46,646 2,613 $(16,000) $218,205
Exercise of stock options 201 2 1,878 1,880
Tax benefit of employee stock options 130 130
Foreign currency translation adjustment (5) (5)
Net loss (2,395) (2,395)
Repurchase of common stock 138 (1,884) (1,884)
------ ---- --------- ------ -------- ----- -------- --------
Balance at March 31, 2000 46,888 $469 $ 189,270 $ (175) $ 44,251 2,751 $(17,884) $215,931
====== ==== ========= ====== ======== ===== ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONSOLIDATED FINANCIAL STATEMENTS.
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ROMAC INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation. The Consolidated Financial Statements include the
accounts of Romac International, Inc. (the "Company") and its subsidiaries.
Interim Financial Information. The Consolidated Financial Statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") and, in management's opinion, include all adjustments
necessary for a fair statement of results for such interim periods. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to SEC rules or regulations; however,
the Company believes that the disclosures made are adequate to make the
information presented not misleading.
Revenue Recognition. Net service revenues consist of sales, net of credits and
discounts. The Company recognizes Flexible Billings based on hours worked by
assigned personnel on a weekly basis. Search Fees are recognized in contingency
search engagements upon the successful completion of the assignment. Revenue
from search fees is shown on the Consolidated Statements of Operations net of
amounts written off for adjustments due to placed candidates not remaining in
employment for the guarantee period.
Cash and Cash Equivalents. The Company classifies all highly-liquid investments
with an initial maturity of three months or less as cash equivalents.
Self-insurance. The Company offers an employee benefit program for all eligible
employees for which it is self-insured for a portion of the cost. The Company
is liable for claims up to $125 per claim and aggregate claims up to a defined
yearly payment limit. All full-time employees and salaried consultants are
eligible to participate in the program. Self-insurance costs are accrued using
estimates to approximate the liability for reported claims and claims incurred
but not reported.
Income Taxes. The Company accounts for income taxes under the principles of
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" ("SFAS 109"). SFAS 109 requires an asset and liability approach to the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of differences between the carrying amounts and the tax bases of
other assets and liabilities. The tax effects of deductions attributable to
employees' disqualifying dispositions of shares obtained from incentive stock
options are reflected in additional paid-in capital.
Foreign Currency Translation. Foreign currency translation adjustments arise
primarily from activities of the Company's Canadian operations. Results of
operations are translated using the weighted average exchange rates during the
period, while assets and liabilities are translated into U.S. dollars using
current rates. Resulting foreign currency translation adjustments are recorded
in Stockholder's Equity.
Earnings Per Share. Options to purchase 6,266,092 and 42,800 shares of common
stock were not included in the computation of diluted earnings per share during
the three months ended March 31, 2000 and 1999, respectively, because these
options were anti-dilutive.
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NOTE B -- SEGMENT ANALYSIS
In 1998, the Company adopted Statement of Accounting Standards No. 131,
"Disclosures about Segments of Enterprise and Related Information" ("SFAS
131"). SFAS 131 supersedes SFAS 14, "Financial Reporting for Segments of a
Business Enterprise," replacing the "industry segment" approach with the
"management" approach of determining reportable segments of an organization.
The management approach designates the internal organization that is used by
management for making operation decisions and addressing performance as the
source of determining the Company's reportable segments. Beginning in 1997, the
Company revised its organizational structure to provide internal reporting
following its four functional service offerings, including: Information
Technology, Finance and Accounting, Human Resources and Operating Specialities.
The Company generates only sales and gross profit information on a functional
basis. As such, asset information by segment is not disclosed. Substantially
all operations and long-lived assets are located in the U.S.
For the three months ended March 31, 2000 and 1999:
Information Finance & Human Operating
Technology Accounting Resources Specialty TOTAL
----------- ---------- --------- --------- -----
2000
Sales $108,746 $57,269 $5,346 $23,702 $195,063
Gross Profit 44,119 33,046 1,811 9,225 88,201
1999
Sales 116,035 49,847 4,592 13,621 184,095
Gross Profit 44,732 27,606 1,399 5,095 78,832
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements,
particularly with respect to the Liquidity and Capital Resources section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations. Additional written or oral forward-looking statements may be made
by the Company from time to time, in filings with the SEC or otherwise. Such
forward-looking statements are within the meaning of that term in Section 27A
of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act
of 1934. Such statements may include, but not be limited to, projections of
revenue, income, losses, cash flows, capital expenditures, plans for future
operations, financing needs or plans, plans relating to products or services of
the Company, estimates concerning the effects of litigation or other disputes,
as well as assumptions to any of the foregoing. In addition, when used in this
discussion the words "anticipate", "estimates", "expects", "intends", "plans",
and variations thereof and similar expressions are intended to identify forward
looking statements.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which can not be predicted. Future events and actual results could
differ materially from those set forth in or underlying the forward looking
statements. Readers are cautioned not to place undue reliance on any forward
looking statements contained in this report which speak only as of the date of
this report. The Company undertakes no obligation to publicly publish the
results of any adjustments to these forward looking statements that may be made
to reflect events on or after the date of this report or to reflect the
occurrence of unexpected events.
Results of Operations
The following table sets forth certain items in the Company's consolidated
statements of operations, as a percentage of net service revenues, for the
indicated periods:
Three months ended March 31,
2000 1999
---- ----
Flexible billings 76.7% 80.7%
Search Fees 23.3 19.3
Net service revenues 100.0 100.0
Gross profit 45.2 42.8
Selling, general, and administrative expenses 45.8 33.4
Income (loss) before taxes (2.1) 8.5
Net income (loss) (1.2) 4.9
Results of Operations for each of the Three Months Ended March 31, 2000 and
1999.
Net service revenues. Net service revenues increased 6.0% to $195.1 million for
the three months ending March 31, 2000 as compared to $184.1 million for the
same period in 1999. The increase was comprised of a $1.1 million increase in
Flexible Billings and a $9.9 million increase in Search Services for the three
months ending March 31, 2000, as described below.
Flexible Billings increased 0.7% to $149.7 million for the three months ending
March 31, 2000 as compared to $148.6 million for the same period in 1999. The
increase in Flexible Billings in 2000, as compared to the same period in 1999
is primarily attributable to an increase in average billing rates. Total hours
billed remained relatively constant from year to year.
Search Services increased 28.0% to $45.4 million for the three months ended
March 31, 2000 as compared to $35.5 million for the same period in 1999. The
increase resulted from increases in both the number of placements made and the
average fee for placements. The number of placements increased almost 15%,
while the average fee per placement increased almost 12%.
Gross profit. Gross profit increased 11.9% to $88.2 million during the three
months ended March 31, 2000 as compared to $78.8 million for the same period in
1999. Gross profit as a percentage of net service revenues increased to 45.2%
in 2000 as compared to 42.8% for the same period in 1999. The increase was
attributable to the increase in higher margin Search Services as a percent of
total revenues from 19.3% in 1999 to 23.3% in 2000. This was slightly offset by
a decrease in the gross margin on Flexible Billings from 29.1% in 1999 to 28.5%
in 2000. This decrease is primarily due to a decrease during 2000 in the
Flexible Billing revenue generated by the Company's Information Technology
group which generally has a higher gross profit percentage than other groups.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased 45.1% to $89.3 million for
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the three months ended March 31, 2000 as compared to $61.6 million for the same
period in 1999. Selling, general and administrative expenses as a percentage of
net service revenues increased to 45.8% in 2000 compared to 33.4% in 1999. The
increase in selling, general and administrative expense as a percentage of net
service revenues in the three months ended March 31, 2000 resulted from 1)
increased advertising and marketing related to the Company's efforts to expand
its brand-name recognition and increase the exposure of its online interactive
career management and recruitment resource 2) investments in future growth,
including leadership development, increasing the number of sales consultants
and development of educational services, emerging technologies and operating
specialties and 3) restructuring of its back office operations.
Depreciation and amortization expense. Depreciation and amortization expense
increased 52.1% to $3.7 million for the three months ended March 31, 2000
compared to $2.4 million for the same period in 1999. Depreciation and
amortization expense as a percentage of net service revenues increased to 1.9%
for 2000, as compared to 1.3% for 1999. The increase as a percentage of net
service revenues for 2000 as compared to 1999 is due primarily to depreciation
on computer hardware purchased during 1999 and additional goodwill amortization
on 1999 acquisitions and earnout buyouts which were negotiated during 1999.
Other (income) expense, net. Other (income) expense, net, decreased 10.7% for
the three months ended March 31, 2000 compared to the same period in 1999. The
decrease in other income during 2000 as compared to 1999 was due to a decrease
in interest income and an increase in interest expense resulting from the
increase in cash requirements to fund operations and for the Company's
repurchases of common stock.
Income Before Taxes. Income before taxes decreased 126.5% for the three months
ended March 31, 2000 to a loss before taxes of $4.1 million, as compared to
income before taxes of $15.6 million for the same period in 1999, primarily as
a result of the increase in selling, general and administrative expenses, as
discussed above.
Provision for income taxes. Provision for income taxes decreased 126.8% to a
tax benefit of $1.7 million for the three months ended March 31, 2000 compared
to expense of $6.5 million for the same period in 1999. The effective tax rate
was 42.0% for the three months ended March 31, 2000 compared to 41.5% for the
same period in 1999.
Net Income. Net income decreased 126.2% to a net loss of $2.4 million in the
three months ended March 31, 2000 as compared to a net income of $9.1 million
for the same period in 1999 primarily as a result of the factors discussed
above related to selling, general and administrative expenses, which were
partially offset by the income tax benefit recognized as a result of the
pre-tax loss.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company's sources of liquidity included $1.8 million
in cash and cash equivalents, and $100.8 million in additional net working
capital. In addition, as of March 31, 2000, there was $16.5 million outstanding
on the Company's $30 million Revolving Line of Credit Agreement with Bank of
America, N.A. (the "Line of Credit"). The Line of Credit was originally
scheduled to expire on March 31, 2000. The expiration date was extended by
mutual agreement and on April 5, 2000, the Company signed a commitment letter
(the "Commitment") with Bank of America for a new Senior Credit Facility (the
"Facility"). The Commitment requires that the documentation for the Facility be
completed and the agreement closed by May 15, 2000. The Commitment provides for
a maximum revolving credit facility of $35 million (based on the Company's
eligible receivables). Under the terms of the Commitment prepayments on the
Facility are allowed at any time, with any remaining unpaid balance on the
Facility due two years from closing. Borrowings under the Facility are to be
secured by all of the assets of the Company and its subsidiaries. Interest
rates on the outstanding balance of the Facility is to be calculated based on
(i) the London Interbank Offered Rate ("LIBOR") plus (ii) from 1.75% to 3.00%
based on certain financial ratios of the Company. Commitment fees payable by
the Company in connection with the Facility also vary with these financial
ratios. The terms of the Commitment also include certain financial covenants
related to quarterly minimum requirements for EBITDA, fixed charge coverage
ratio and tangible net worth and maximum requirements for leverage ratio. There
are also certain limitations on investments and acquisitions, dividends and
repurchases of the Company's stock. In addition, the Company is pursuing
various lease financing alternatives for the construction of a new Tampa
headquarters building.
During the three months ended March 31, 2000, cash flow used by operations was
$17.5 million, resulting primarily from an increase in accounts receivable and
a decrease in accounts payable and other accrued liabilities, partially offset
by an increase in accrued payroll costs. The increase in accounts receivable
reflects the increased volume of business during the first three months of
2000. The decrease in accounts payable and other accrued liabilities and the
increase in accrued payroll costs are primarily due to the timing of payment of
these liabilities.
For the three months ended March 31, 2000, cash flow used in investing
activities was $2.9 million, resulting primarily from the Company's use of
approximately $1.2 million for contingent earnout payments on prior
acquisitions and $1.1 million for capital expenditures.
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During the three months ended March 31, 2000, cash flow provided by financing
activities was $14.3 million primarily from $16.5 million of borrowing under
the Company's Line of Credit, offset by $2.2 million in payments on notes and
capital lease obligations.
On March 11, 1999, the Company announced that its board of directors had
authorized the repurchase of up to $50 million of its common stock on the open
market, from time to time, depending on market conditions. If additional shares
of stock are repurchased, there may be a material impact on the Company's cash
flow requirements in the next twelve months. As of March 31 and May 9, 2000,
the Company has repurchased approximately 2.1 million shares for approximately
$17.0 million.
The Company believes that cash flow from operations and borrowings under its
Line of Credit, or other credit facilities that may become available to the
Company in the future will be adequate to meet the working capital requirements
of current operations for at least the next twelve months. However, there is no
assurance (i) that the Company will be able to obtain financing in amounts
sufficient to meet its operating requirements or at terms which are
satisfactory and which allow the Company to remain competitive, or (ii) that
the Company will be able to meet the financial covenants contained in the
Commitment Letter for the new Senior Credit Facility. The Company's estimate of
the period that existing resources will fund its working capital requirements
is a forward-looking statement that is subject to risks and uncertainties.
Actual results could differ from those indicated as a result of a number of
factors, including the use of such resources for possible acquisitions and the
announced stock repurchase plan.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a variety of risks, including foreign currency
fluctuations and changes in interest rates on its borrowings. The Company does
not engage in trading market risk sensitive instruments for speculative or
hedging purposes. The Company does not believe that changes in interest rates
or foreign currency are material to its operations.
12
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 - Financial Data Schedule for the three months ended
March 31, 2000 (for SEC use only).
(b) Reports:
Romac filed no reports on Form 8-K during the
quarter ended March 31, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROMAC INTERNATIONAL, INC.
(Registrant)
By: /s/ William L. Sanders
---------------------------------------
William L. Sanders, Vice President,
Chief Financial Officer
By: /s/ Jim R. Vonier
---------------------------------------
Jim R. Vonier, Chief Accounting Officer
Date: May 11, 1999