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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1997 Commission File No. 0-27682
GLOBE BUSINESS RESOURCES, INC.
Incorporated under the IRS Employer
laws of Ohio Identification No. 31-1256641
1925 Greenwood Avenue
Cincinnati, OH 45246
Phone: (513) 771-8221
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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) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ___
As of July 3, 1997, 4,443,009 shares of the Registrant's common stock,
no par value, were outstanding.
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GLOBE BUSINESS RESOURCES, INC.
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet - 3
May 31, 1997 and February 28, 1997
Consolidated Statement of Income - 4
Three months ended May 31, 1997 and 1996
Consolidated Statement of Cash Flows - 5
Three months ended May 31, 1997 and 1996
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information
Item 6. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 13
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PART I - FINANCIAL INFORMATION
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
May 31, February 28,
1997 1997
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(Unaudited)
ASSETS:
Cash $ 701 $ 717
Trade accounts receivable, less allowance for doubtful
accounts of $646 and $460, respectively 6,062 5,345
Other receivables 103 342
Prepaid expenses 1,558 1,504
Rental furniture, net 50,431 48,462
Property and equipment, net 6,501 4,907
Goodwill and other intangibles, net 12,927 10,243
Other, net 279 258
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Total assets $78,562 $71,778
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LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable $ 4,260 $ 4,012
Customer deposits 1,702 1,343
Accrued compensation 1,562 1,762
Accrued taxes 1,259 557
Deferred income taxes 2,953 2,901
Accrued interest payable 377 371
Other accrued expenses 616 480
Debt 34,835 30,516
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Total liabilities 47,564 41,942
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Common stock and other shareholders' equity:
Common stock, no par, 10,000,000 shares authorized,
4,440,509 shares issued and outstanding 19,883 19,883
Retained earnings 15,199 14,037
Fair market value in excess of historical cost of
acquired net assets attributable to related
party transactions (4,084) (4,084)
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Total common stock and other shareholders' equity 30,998 29,836
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Total liabilities and shareholders' equity $78,562 $71,778
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The accompanying notes are an integral part of these financial statements.
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GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
For the three months ended,
--------------------------
May 31, May 31,
1997 1996
----------- --------
(Unaudited)
Revenues:
Rental sales $18,392 $ 9,430
Retail sales 3,800 3,683
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22,192 13,113
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Costs and expenses:
Cost of rental sales 7,957 2,467
Cost of retail sales 2,415 2,203
Warehouse and delivery 2,496 1,785
Occupancy 1,667 1,389
Selling and advertising 2,311 1,868
General and administration 2,793 1,846
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19,639 11,558
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Operating income 2,553 1,555
Other expenses (income):
Interest expense 601 224
Other, net 46 (25)
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647 199
Income before income taxes 1,906 1,356
Provision for income taxes 744 532
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Net income $ 1,162 $ 824
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Net income per common share $ 0.26 $ 0.19
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Weighted average number of common shares outstanding 4,441 4,254
The accompanying notes are an integral part of these financial statements.
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GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
For the three months ended,
---------------------------
May 31, May 31,
1997 1996
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(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,162 $ 824
Adjustments to reconcile net income to
net cash provided by operating activities:
Rental furniture depreciation 1,729 1,363
Other depreciation and amortization 434 211
Provision for losses on accounts receivable 100 (11)
Provisions for deferred income taxes 52 222
(Gain)/loss on sale of property and equipment -- 1
Book value of furniture sales and rental buyouts 3,192 2,819
Changes in assets and liabilities:
Accounts receivable (579) (125)
Other assets, net 3 (3)
Prepaid expenses (13) (227)
Accounts payable 218 890
Customer deposits 223 42
Acrrued compensation (274) (661)
Acrrued taxes 694 322
Accrued interest payable 6 20
Other accrued expenses 118 (8)
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Net cash provided by operating activities 7,065 5,679
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to rental furniture (6,349) (7,207)
Purchases of property and equipment (1,577) (320)
Proceeds from disposition of property and equipment -- --
Debenture retirement -- (59)
Acquired businesses, net of cash acquired (3,452) --
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Net cash used in investing activities (11,378) (7,586)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on the revolving credit agreement 28,587 17,624
Repayments on the revolving credit agreement (25,425) (15,626)
Net proceeds (repayments) of other debt 1,250 --
Principal payments under capital lease obligations (115) (78)
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Net cash provided by financing activities 4,297 1,920
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Net (decrease)/increase in cash (16) 13
Cash at beginning of period 717 133
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Cash at end of period $ 701 $ 146
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The accompanying notes are an integral part of these financial statements.
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GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
NOTE 1 -- PRESENTATION OF INTERIM INFORMATION
In the opinion of the management of Globe Business Resources, Inc.,
the accompanying unaudited consolidated financial statements include all
adjustments considered necessary to present fairly its financial position as of
May 31, 1997, and the results of its operations for the three months ended May
31, 1997 and 1996 and its cash flows for the three months ended May 31, 1997
and 1996. Interim results are not necessarily indicative of results for a full
year.
The consolidated financial statements and notes are presented in
accordance with the requirements of Form 10-Q, and do not contain certain
information included in the Company's audited consolidated financial statements
and notes in its Form 10-K for the fiscal year ended February 28, 1997.
NOTE 2 -- ACQUISITIONS
On April 28, 1997, Globe acquired substantially all the assets of
privately owned The Hotel Alternative, Inc. ("THA") for approximately $3,400 in
cash, the assumption of certain liabilities and contingent consideration
consisting of up to $1,000 payable in the fourth quarter of fiscal year 1998
and up to 50,000 shares of Globe common stock, currently held in escrow,
issuable in the first quarter of fiscal year 1999. THA, with operations in
Seattle, Washington and Portland, Oregon, provides short-term housing to
transferring or temporarily assigned corporate personnel, new hires, trainees
and consultants. THA maintains an inventory of approximately 500 leased
housing units and had annual revenues of approximately $6.0 million for the
year ended December 31, 1996.
In accordance with APB No. 16, this acquisition was accounted for
using the purchase method.
The purchase price allocation for THA is as follows:
(Unaudited)
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Cash, receivables and prepaids $ 29
Rental furniture 541
Property and equipment 290
Other assets 24
Goodwill and other intangibles 2,845
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3,729
Liabilities assumed (288)
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$3,441
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The following table sets forth certain Globe consolidated income
statement data on a proforma basis, as if THA was acquired at the beginning of
the periods indicated.
Three months ended May 31,
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1997 1996
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Revenues $23,647 $15,392
Net income 1,165 884
Net income per common share $ 0.26 $ 0.21
Weighted average number of common
shares outstanding 4,441 4,254
SUBSEQUENT EVENT
On June 5, 1997, Globe and the prior owner of Guest Suites, Inc.
agreed to final settlement of contingent consideration related to Globe's
December 16, 1996 asset acquisition. The settlement, to be recorded as an
adjustment to the original purchase price during the second quarter of fiscal
1998, consisted of $350 and 2,500 shares of Globe common stock.
NOTE 3 -- EARNINGS PER SHARE
Earnings per share for the periods ended May 31, 1997 and 1996 were
determined by dividing net income applicable to common stock by the weighted
average number of shares of common stock outstanding during the period.
Outstanding stock options are not included as common stock equivalents as the
exercise would not cause a dilutive effect in excess of 3%.
The Financial Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share", in February 1997. This Statement must be adopted in the
fourth quarter of fiscal year 1998. Early adoption is not permitted. Had
earnings per share been calculated under the provisions of SFAS No. 128 for the
first quarter of fiscal years 1998 and 1997, reported earnings per share and
related shares outstanding would have been as follows:
May 31, May 31,
1997 1996
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(Unaudited)
Ernings per common share:
Basic $ 0.26 $ 0.19
Diluted $ 0.26 $ 0.19
Weighted average number of common
shares outstanding:
Basic 4,441 4,254
Diluted 4,496 4,301
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NOTE 4 -- RENTAL FURNITURE
May 31, February 28,
1997 1997
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(Unaudited)
Furniture on rental $ 41,828 $ 39,509
Furniture on hand 17,088 16,808
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58,916 56,317
Accumulated depreciation (8,485) (7,855)
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$ 50,431 $ 48,462
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NOTE 5 -- DEBT
Outstanding debt consists of:
May 31, February 28,
1997 1997
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(Unaudited)
The 1996 Credit Agreement:
The Fifth Third Bank, PNC Bank, KeyBank
and Fountain Square Commercial Funding
Corp. revolving note, average interest
of 8.03% and 7.59%, respectively $31,715 $28,554
6.0% note payable to seller of acquired
business, payable in monthly installments,
due December 31, 2000 1,075 1,150
7.5% note payable to seller of acquired
business, payable in monthly installments,
due November 2, 1998 249 271
8.5% construction loan payable to The Fifth
Third Bank, payable in monthly installments,
due September 1, 1997 1,326 --
Capital lease obligations 470 541
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$34,835 $30,516
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The funds required for the THA acquisition (see Note 2) were derived
from borrowings under the Company's 1996 Credit Agreement. At May 31, 1997, the
1996 Credit Agreement provided a total unused credit facility of approximately
$13 million.
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the Company's Consolidated Financial Statements beginning on page 3.
GENERAL
Globe is a major participant in the temporary relocation industry,
operating in the rent-to-rent furniture business as well as in corporate
housing. The rent-to-rent furniture business rents quality office and
residential furniture to a variety of corporate and individual customers. The
corporate housing business provides short-term housing through an inventory of
leased housing units to temporarily assigned corporate personnel, new hires,
trainees and consultants. Additionally, the Company sells residential and
office furniture that no longer meets its "showroom condition" standards for
rental through its clearance centers and offers new furniture for sale through
its showrooms and account executives.
The Company's fiscal year ends on February 28/29.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated certain
income statement data as a percentage of total revenues and certain gross
profit data as a percentage of respective rental sales and retail sales
revenues.
For the three months ended
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May 31, May 31,
1997 1996
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Revenues:
Rental sales 82.9% 71.9%
Retail sales 17.1% 28.1%
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Total revenues 100.0% 100.0%
Gross profit:
Rental sales 56.7% 73.8%
Retail sales 36.4% 40.2%
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Total gross profit 53.3% 64.4%
Operating expenses 41.8% 52.5%
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Operating income 11.5% 11.9%
Interest/other 2.9% 1.5%
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Income before taxes 8.6% 10.3%
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IMPACT OF CORPORATE HOUSING ACQUISITIONS
Globe entered the corporate housing business in fiscal 1997 by making
three asset acquisitions, one in June 1996 and two in December 1996. A fourth
corporate housing business, The Hotel Alternative, Inc., was acquired in April
1997.
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The corporate housing businesses all have lower gross profit margins,
as well as lower operating expenses as a percentage of sales, than Globe's
furniture rental business. As a result, the Company's gross profit margin and
operating expenses as a percentage of sales are both lower in the first quarter
of fiscal 1998 than in the prior year. Gross profit margin on rental sales for
the first quarter of 1998 was 56.7%, consisting of 30.9% for the combined
corporate housing businesses and 72.9% for the furniture rental business,
versus the prior year margin of 73.8%. Because the Company started to integrate
its furniture rental and corporate housing operations in the first quarter of
fiscal 1998, operating expenses and, therefore, operating margins for furniture
rental and corporate housing cannot be specifically identified.
Corporate housing companies' assets consist primarily of accounts
receivable, customer deposits and some minor furniture and fixed asset
balances. Consequently, the purchase price for these businesses is allocated
largely to goodwill and other intangibles. Cost of goodwill and other
intangibles related to the fiscal 1998 and 1997 corporate housing acquisitions
approximated $13.3 million and is being amortized as a cost of rental revenues
on a straight-line basis primarily over twenty years. Goodwill and intangibles
amortization reduced gross profit by $0.2 million in the first quarter of
fiscal 1998.
Globe plans to continue consolidating corporate housing through
additional acquisitions, thereby capitalizing on the desire of many
corporations to have a corporate housing company that can handle their needs
nationally. With the fiscal 1998 and 1997 acquisitions, Globe has become a
market leader in five markets, with annualized corporate housing revenues in
excess of $30 million. Globe is vying with a small number of corporate housing
companies for the number two position in the industry.
As Globe increases its presence in the corporate housing business it
is possible that competing corporate housing companies may transfer their
furniture rental business to other vendors.
Due to the significant impact of the corporate housing acquisitions on
the Company's operations and financial results, the Company's historical
results of operations and period-to-period comparisons will not be indicative
of future results.
COMPARISON OF FIRST QUARTER FISCAL 1998 TO FIRST QUARTER FISCAL 1997
Total revenues of $22.2 million increased $9.1 million, or 69.2%, in
the first quarter of fiscal 1998, from $13.1 million in the first quarter of
fiscal 1997, primarily due to acquisitions which occurred subsequent to the
first quarter of fiscal 1997. Excluding the corporate housing acquisitions,
total revenues increased $2.0 million, or 15.3%, in the first quarter of fiscal
1998 compared to the first quarter of fiscal 1997.
Rental revenues of $18.4 million in the first quarter of fiscal 1998
increased 95.0% from $9.4 million in the first quarter of fiscal 1997.
Excluding the corporate housing acquisitions, rental revenue increased $1.9
million, or 20.0%, over the same period.
Sales revenues of $3.8 million increased $0.1 million, or 3.2%, in the
first quarter of fiscal 1998 from $3.7 million in the first quarter of fiscal
1997.
Gross profit of $11.8 million in the first quarter of fiscal 1998
increased $3.4 million, or 40.0%, from $8.4 million in the first quarter of
fiscal 1997 and declined as a percentage of revenues to 53.3% from 64.4% over
the same period due primarily to the lower margins associated with the
corporate housing revenues (30.9% in the first quarter of fiscal 1998).
Excluding corporate housing, gross profit margin declined to 63.7% in the first
quarter of fiscal 1998 from 64.4% in the first quarter of fiscal 1997 due
largely to lower margins on retail sales.
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Operating expenses of $9.3 million in the first quarter of fiscal 1998
increased 34.5% from $6.9 million in the first quarter of fiscal 1997, but, as
a percentage of total revenues declined to 41.8% from 52.5% over the same
period as a result of corporate housing's lower operating expenses as a percent
of sales.
As a result of the changes in revenues, gross profit and operating
expenses discussed above, operating income increased 64.2% to $2.6 million, or
11.5% of revenues in the first quarter of fiscal 1998, from $1.6 million, or
11.9% of revenues in the first quarter of fiscal 1997.
Interest/other expense increased $0.4 million to $0.6 million in the
first quarter of fiscal 1998 from $0.2 million in the first quarter of fiscal
1997 and as a percentage of total revenues increased to 2.9% from 1.5% over the
same period. The increased expense for fiscal 1998 was due primarily to higher
debt balances than in the comparable period of fiscal 1997. The debt increase
was driven by funding required for acquisitions.
Income before income taxes of $1.9 million in the first quarter of
fiscal 1998 increased $0.6 million, or 40.6%, compared to the first quarter of
fiscal 1997 and as a percentage of revenues decreased to 8.6% from 10.3% over
the same period primarily due to interest costs on higher loan balances in
fiscal 1998.
The Company's effective tax rate, which includes federal, state and
local taxes, decreased to 39.0% in the first quarter of fiscal 1998 as compared
to 39.2% in the first quarter of fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
Effective December 16, 1996, the Company obtained a $45.0 million line
of credit which replaced an existing $30.0 million line of credit. Interest
rates for this line of credit are based on a leverage formula, which is
currently the lesser of the prime rate plus 50 basis points or LIBOR plus 225
basis points. At July 3, 1997, the line of credit provided up to $45.0 million,
or the maximum available under borrowing base calculations ($38.6 million), of
financing for the Company which will be available for acquisitions and general
corporate purposes. The unused line of credit as of July 3, 1997 was $12.9
million.
The term of the line of credit will expire on March 1, 1998, requiring
full payment of the then outstanding balance. The Company expects to have other
financing arrangements in place prior to this date.
In April, 1997 Globe used approximately $3.4 million from its line of
credit and assumed certain liabilities in completing the asset acquisition of
The Hotel Alternative, Inc. (See note 2 to the consolidated financial
statements for further discussion of this acquisition.)
The Company's principal use of cash is for furniture purchases. The
Company purchases furniture to replace furniture which has been sold and to
maintain adequate levels of rental furniture to meet existing and new customer
needs. Furniture purchases were $6.3 million in the first three months of
fiscal 1998 and $7.2 million in the first three months of fiscal 1997. As the
Company's growth strategies are implemented, furniture purchases are expected
to increase.
Capital expenditures were $1.6 million and $0.3 million in the first
three months of fiscal 1998 and 1997, respectively. The significant increase in
fiscal 1998 is largely attributable to continued development of a new computer
system and continued construction of a new building in Indianapolis, Indiana.
Costs to further develop the computer system
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and to complete the Indianapolis store will be incurred in the next 12-21
months. These expenses are anticipated to be approximately $1.2 million.
Globe obtained a $1.5 million mortgage loan with The Fifth Third Bank
effective March 13, 1997 to fund construction of the building in Indianapolis.
The loan, which is secured by real estate and the building, is due September 1,
1997. The Company intends to replace this loan with permanent financing. At
July 3, 1997 $1.4 million was outstanding against the loan.
In the first three months of fiscal 1998 and 1997, net cash provided
by operations was $7.1 million and $5.7 million, respectively, generating $0.9
and $1.9 million, respectively, less cash than was necessary to fund investing
activities (excluding acquisitions), thus requiring use of the Company's credit
facilities. Furniture purchases, which are typically seasonally weighted to the
first half of the year, are the primary reason for use of the credit
facilities. These purchases are expected to continue at the current level
before slowing during the third and fourth quarters. Any temporary cash
deficiencies resulting from the seasonal nature of these purchases will be
funded via the line of credit. The Company expects cash flow from operations
plus the credit facilities to be sufficient to fund all of the Company's needs,
other than significant acquisitions, for the foreseeable future.
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PART II
ITEM 1
LEGAL PROCEEDINGS
None
ITEM 2
CHANGES IN SECURITIES
On April 28, 1997 the Company issued 50,000 shares of common stock to
The Hotel Alternative, Inc. as part of the consideration for the asset
acquisition of The Hotel Alternative, Inc. The stock is held in escrow for
release in the first quarter of fiscal year 1999 if certain conditions are met.
On June 5, 1997 the Company issued 2,500 shares of common stock to
Sonnen Schein, Inc., c/o Pamela J. Bayne as part of the final settlement for
the December 16, 1996 asset acquisition of Guest Suites, Inc.
These issuances were exempt from registration under the Securities Act
of 1933 pursuant to the exemptions from registration provided by Section 4(2)
of the Act.
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, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits: 3(i) Amendment to Articles of Incorporation*
10.1 1997 Stock Option and Incentive Plan*
10.2 1997 Directors Stock Option Plan*
27 Financial Data Schedule
* Incorporated by reference to the definitive proxy statement for the 1997
annual shareholders meeting.
(b) Reports on Form 8-K filed during the first quarter of 1998: None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Globe Business Resources, Inc.
By: /s/ Sharon G. Kebe
-------------------------------------------
Senior Vice President-Finance and Treasurer
(Principal Financial Officer)
Signed: July 9, 1997
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May 31, February 28,
1997 1997
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(Unaudited)
Furniture on rental $ 41,828 $ 39,509
Furniture on hand 17,088 16,808
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58,916 56,317
Accumulated depreciation (8,485) (7,855)
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50,431 48,462
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16
May 31, February 28,
1997 1997
----------- ------------
(Unaudited)
The 1996 Credit Agreement:
The Fifth Third Bank, PNC Bank, KeyBank
and Fountain Square Commercial Funding
Corp. revolving note, average interest
of 8.03% and 7.59%, respectively $31,715 $28,554
6.0% note payable to seller of acquired
business, payable in monthly installments,
due December 31, 2000 1,075 1,150
7.5% note payable to seller of acquired
business, payable in monthly installments,
due November 2, 1998 249 271
8.5% construction loan payable to The Fifth
Third Bank, payable in monthly installments,
due September 1, 1997 1,326 --
Capital lease obligations 470 34,835
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$34,835 $30,516
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