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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended February 28, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-27682
GLOBE BUSINESS RESOURCES, INC.
Incorporated under the IRS Employer
laws of Ohio Identification No. 31-1256641
11260 Chester Road
Suite 400
Cincinnati, Ohio 45246
Phone: (513) 771-8287
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS
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Common Stock, no par value
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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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and need not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of May 1, 1998, 4,548,399 shares of the Registrant's common stock,
no par value, were outstanding. The aggregate market value of Common Stock held
by non-affiliates of the Registrant at May 1, 1998, was approximately $37.9
million computed at the closing price of $14.125 per share on that date.
--------------------------
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 1998 Annual Meeting of
Shareholders are incorporated by reference in Part III.
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GLOBE BUSINESS RESOURCES, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K
Page
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Part I
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Item 1 - Business 1
Item 2 - Properties 6
Item 3 - Legal Proceedings 6
Item 4 - Submission of Matters to a Vote of Security Holders 6
Part II
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Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters 7
Item 6 - Selected Financial Data 8
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 8 - Financial Statements and Supplementary Data 17
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 17
Part III
- --------
Item 10 - Directors and Executive Officers of the Registrant 17
Item 11 - Executive Compensation 17
Item 12 - Security Ownership of Certain Beneficial Owners and Management 17
Item 13 - Certain Relationships and Related Transactions 17
Part IV
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Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K S-1
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PART I
ITEM 1
BUSINESS
--------
INDUSTRY BACKGROUND
Globe Business Resources, Inc. 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 serves both corporate
and individual customers who generally have immediate, temporary needs for
office or residential furniture but who typically do not seek ownership. Office
furniture customers range from large corporations who desire flexibility to meet
their temporary and transitional needs, to small businesses and professionals
who need office furniture but seek to conserve capital. Residential furniture
customers include "institutional customers" (consisting of apartment property
management companies and corporate housing specialists that provide short-term
leased housing to relocated, transferred and temporary personnel) and individual
customers.
The rent-to-rent segment in furniture rental is differentiated from the
rent-to-own segment primarily by the terms of the rental arrangements and the
type of customers served. Rent-to-rent customers generally desire high-quality
furniture to meet temporary needs, have good credit and pay by the month.
Typically, these customers do not seek to acquire the property rented. By
contrast, rent-to-own arrangements are generally made by customers without
established credit whose objective is to acquire ownership of the property by
renting it through the full term of the lease. Those arrangements typically
involve weekly payments made over 18 to 24 months.
The corporate housing business provides short-term leased housing, or
"furnished apartments", to transferring or temporarily assigned corporate
personnel, government agency employees and other individuals. Corporate housing
operators typically maintain an inventory of leased housing units, although some
operators own a portion of their units. Most corporate housing operators lease
their furniture, housewares and electronics, but a small percentage of operators
maintain their own furniture inventory and a greater percentage maintain their
own housewares and electronics inventories.
Corporate housing has become an important distribution channel for
furnished apartments over the last several years, growing at the expense of both
property management companies renting furnished apartments and individuals
renting unfurnished apartments and using a furniture rental showroom to furnish
the apartment. The rapid growth of corporate housing has created margin
pressures for furniture rental companies. Additionally, corporate housing
companies serve as "middlemen", blocking the access of furniture rental
companies to the corporate end-user, thereby hampering the ability of furniture
rental companies to cross-sell office furniture to these end-users and to secure
new business leads.
Rent-to-rent and corporate housing are both estimated to generate in
excess of $750 million in annual revenues. Historically, a significant portion
of these industries has been comprised of small local and regional businesses.
Both businesses have experienced significant consolidation over the last several
years and are expected to undergo continued consolidation in the future, as
consolidators capitalize on the desire of many corporations to have both
rent-to-rent and corporate housing providers that can meet their needs
nationally. The top four companies in the rent-to-rent business account for a
market share of approximately 75%, while the top four companies in the corporate
housing business account for a market share approaching 60%. Globe is the
largest, and the only publicly-held, company that is currently pursuing a
strategy of integrating these two consolidating businesses. There are several
private companies that have integrated rent-to-rent furniture and corporate
housing.
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COMPANY BACKGROUND AND STRATEGY
Globe is an Ohio corporation formed in 1988 to acquire existing
rent-to-rent furniture businesses. At that time, the Company operated in
Michigan and Ohio. Subsequently, Globe implemented an aggressive strategy of
expanding market share through both internal growth, primarily by commencing
operations in several midwestern cities, and through four rent-to-rent
acquisitions in both the midwest and west. The Company completed an initial
public offering of its Common Stock in February of 1996, at which time it had
operations in four midwestern and six western states. Since completion of the
initial public offering, Globe has accelerated its expansion through a
combination of rent-to-rent and corporate housing acquisitions, as discussed
under "Current Business Developments" below.
The Company is a leading consolidator in the temporary relocation
industry and operates in both the highly competitive rent-to-rent segment of
furniture rental, doing business under the name Globe Furniture Rentals, and in
the corporate housing market, doing business as Globe Corporate Stay
International. Globe is the third largest company in the rent-to-rent segment
and is vying with a small number of corporate housing companies for the number
two position in corporate housing. The Company has an established reputation for
quality furniture and a high level of customer service. It rents office and
residential furniture to a variety of corporate and individual customers with
temporary and transitional needs through 22 showrooms in Arizona, California,
Colorado, Indiana, Kentucky, Michigan, Nevada, North Carolina, Ohio, Oregon and
Washington. The Company operates in the corporate housing market by providing
fully furnished short-term housing through an inventory of leased housing units
to temporarily assigned corporate personnel, new hires, trainees, consultants,
government employees and other individuals in Arizona, California, Illinois,
Indiana, Michigan, Missouri, North Carolina, Ohio, Oregon, Tennessee, Texas and
Washington. 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 its account
executives.
Management believes that the demand for office and residential rental
furniture, as well as corporate housing, is driven by the changing trends in
American business towards flexibility and outsourcing, continued growth in
management and professional employment levels and the resulting impact of a more
mobile and transitory "white collar" workforce. Office furniture rental
customers include Fortune 500 companies with temporary, seasonal or outsourcing
requirements as well as small businesses and professional practices that desire
to conserve capital. Residential furniture customers include both institutional
and individual customers. Corporate housing customers include transferring or
temporarily assigned corporate personnel and other individuals whose lives are
in transition.
Globe distinguishes itself from its rent-to-rent competitors by
maintaining the majority of its showrooms as combined rental/clearance showrooms
in 14,000-15,000 square foot "superstore" formats. The Company believes that
selling expenses generally are reduced by combining retail clearance centers
with rental showrooms. Inside sales personnel are trained to perform both rental
and retail sales functions within the same facility.
The Company intends to become the leading national player in meeting
the country's temporary relocation needs and, to that end, is integrating its
rent-to-rent and corporate housing businesses. To further this integration,
during fiscal 1998 the Company realigned its management structure into five
regions, each headed by a Regional Vice President reporting to an Executive Vice
President in charge of operations. Each of the five Regional Vice Presidents is
responsible for operations in both businesses. At the beginning of fiscal 1998,
Globe did not have both a rent-to-rent and a corporate housing business in any
of its twenty-one markets. At the end of fiscal 1998, the Company had both
rent-to-rent and corporate housing operations in eleven of its twenty-five
markets.
Globe's rent-to-rent operating formula emphasizes its combined
rental/retail facilities, high quality furniture, new furniture sales,
centralized administrative functions, decentralized sales and marketing and an
ongoing commitment to superior customer service. Management believes this
formula has been an important contributor to its success.
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5
The companies acquired by Globe in the corporate housing businesses
have similar characteristics to Globe's rent-to-rent operations, as they have
strong reputations for superior customer service and they typically have a
leading market share.
The Company's growth strategies include: (1) continued acquisition of
corporate housing companies, particularly in major metropolitan markets where
the Company has no presence; (2) continued expansion of the rent-to-rent
business, both through selected acquisitions and through "grass roots"
operations in markets where the Company has recently acquired a corporate
housing business; and (3) increased market share in the office furniture
business.
CURRENT BUSINESS DEVELOPMENTS
Globe implemented an aggressive acquisition strategy in fiscal 1997 by
completing five asset acquisitions. Three of these acquisitions allowed the
Company to enter the corporate housing market, thereby expanding the services
provided and beginning the corporate housing consolidation strategy.
During fiscal 1998, the Company used approximately $16.3 million from
its line of credit, issued 94,595 shares of stock and assumed certain
liabilities in completing seven corporate housing acquisitions and settling
contingent consideration on a fiscal 1997 acquisition. On April 28, 1997, the
assets of privately owned The Hotel Alternative, Inc. were acquired. On July 11,
1997, the assets of privately owned Executive Relocation Services, Inc. were
acquired. On September 1, 1997 the assets of privately owned Research Triangle
Guest Houses (a division of Turner Creek Enterprises, Inc.) were acquired. On
October 10, 1997 the assets of privately owned Corporate Lodging, Inc. were
acquired. On November 1, 1997 privately owned Oxford Furnished Apartments, Inc.
was acquired pursuant to a stock purchase agreement. On December 1, 1997 the
assets of privately owned O'Shaughnessy Enterprises, Inc. were acquired. On
February 1, 1998 privately owned Accommodations Plus was acquired pursuant to a
stock purchase agreement. See Note 2 to the consolidated financial statements
for further discussion of these acquisitions.
With the fiscal 1998 and 1997 acquisitions, Globe has expanded its
corporate housing presence into seventeen markets and is the market leader in
seven of these markets, with annualized corporate housing revenues in excess of
$60 million. Globe is currently vying with a small number of corporate housing
companies for the number two position in the industry.
The impact of the corporate housing acquisitions on the Company's
operating results is discussed in more detail in Part II, Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
In March 1998, the Company used approximately $2.3 million from its
line of credit in paying contingent consideration related to the acquisitions of
Executive Relocation Services, Inc. and Oxford Furnished Apartments, Inc.
Through May 1, 1998, the Company used approximately $1.9 million from
its line of credit and assumed certain liabilities in completing the acquisition
of certain assets of Express Rental, Inc. See Note 2 to the consolidated
financial statements for further discussion of this acquisition.
OPERATIONS
The following table sets forth the major metropolitan areas where Globe
maintains furniture rental showrooms or leased corporate housing units.
SHOWROOMS ONLY CORPORATE HOUSING ONLY SHOWROOMS AND CORPORATE HOUSING
- -------------- ---------------------- ----------------------------------------------------------
Denver Chicago Ann Arbor Orange County, CA
Detroit Dallas/Ft. Worth Charlotte Phoenix
Las Vegas Lansing Cincinnati Portland
Louisville/Lexington Nashville Columbus San Diego
Reno Raleigh Dayton Seattle
Sacramento St. Louis Indianapolis
San Jose
Toledo
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Based on monthly rent roll (aggregate monthly rental payments required
by outstanding furniture or leased housing unit leases), Globe believes it has
the leading market position in twelve of its nineteen furniture rental markets
and in seven of its seventeen markets for corporate housing.
The Company's sale of residential and office furniture that no longer
meets its "showroom condition" standards for rental through its 21 clearance
centers, 19 of which are located in showrooms and 2 of which are freestanding,
allows the Company to recoup a substantial portion of original cost and maintain
the "freshness" of rental furniture. The Company distinguishes itself from its
furniture rental competition by offering new furniture for sale through its
showrooms and its account executives. This provides additional marketing
opportunities, especially with office furniture customers, and generates
additional operating revenues with little added operating expense.
Within the Globe brand, there are four integrated products and
services: (1) Globe Furniture Rentals, which includes both residential rental
sales and residential new sales; (2) Globe Corporate Stay International, which
includes corporate housing sales; (3) Globe Instant Office, which includes both
office rental sales and office new sales; and (4) Globe Clearance Center, which
includes all clearance sales.
The following table sets forth revenues by category for fiscal 1998.
Year Ended February 28, 1998
--------------------------------
Dollars in Percent of
Thousands Total
------------ ------------
Rental sales:
Residential furniture $ 33,111 31.9%
Corporate housing 42,840 41.2%
Office furniture 12,226 11.8%
------------ ------------
Total rental sales 88,177 84.9%
Retail sales:
Clearance
Residential furniture 4,497 4.3%
Office furniture 2,380 2.3%
------------ ------------
Total clearance sales 6,877 6.6%
New
Residential furniture 2,834 2.7%
Office furniture 6,012 5.8%
------------ ------------
Total new sales 8,846 8.5%
------------ ------------
Total retail sales 15,723 15.1%
------------ ------------
Total revenues $ 103,900 100.0%
============ ============
Revenues by brand:
Residential $ 35,945 34.6%
Corporate Stay International 42,840 41.2%
Instant Office 18,238 17.6%
Clearance Center 6,877 6.6%
------------ ------------
Total revenues $ 103,900 100.0%
============ ============
The fiscal 1998 acquisitions accounted for approximately $18.6 million
of rental revenues.
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COMPETITION
The rent-to-rent furniture segment of the temporary relocation industry
is highly competitive. Management believes that Cort Business Services and Aaron
Rents are the Company's significant competitors. In addition to these companies,
Globe also competes with a number of regional and local rent-to-rent furniture
companies. Globe believes that the principal competitive factors in the
furniture rental industry are service, speed of delivery, product selection and
availability, price, furniture condition, terms of the rental agreement and
reputation.
The corporate housing business is highly competitive, with many local
and regional participants. Management believes that Oakwood Corporate Housing,
BridgeStreet Accommodations, Inc. and ExecuStay Corporation are the Company's
significant competitors. Globe believes that the principal competitive factors
in the corporate housing business are location of the corporate housing units,
service, ability to handle customers' needs in multiple markets, terms of the
rental agreement and price.
The office and residential furniture retail businesses are also highly
competitive. The Company competes with numerous new and used furniture dealers
in these businesses, many of whom are larger than the Company and have greater
financial resources. Management believes that the principal competitive factors
in used furniture sales are price and value and in new furniture sales are
price, value, service and speed of delivery.
EMPLOYEES
At May 1, 1998, Globe had 624 full-time and 45 part-time employees, of
whom 212 full-time and 21 part-time were in executive and administrative
positions, 161 full-time and 5 part-time were in marketing and sales positions
and 251 full-time and 19 part-time were in warehouse and distribution
operations. The Company's employees are not represented by a collective
bargaining agreement, and employee relations, in the opinion of management, are
good.
GENERAL
The Company does not have any customers accounting for 10% or more of
revenues, the loss of which would have a material adverse effect on the
business.
The Company markets its products and services through its showrooms and
its account executives, supplemented by a variety of sales and marketing
collateral and print and broadcast media.
The Company delivers its furniture using a fleet of 103 delivery
trucks, of which 84 are owned and 19 are leased.
The Company acquires furniture from a large number of manufacturers and
is not dependent on any particular manufacturer as a sole source of supply. In
fiscal 1998, there were no material business interruptions due to delays in
acquiring furniture.
Furniture purchases are concentrated in the first half of the fiscal
year in order to ensure adequate levels of inventory to meet customer needs
during the spring and summer months, which are typically the busiest.
The Company is currently installing a new furniture rental business
information system which will enhance inventory management capabilities and
other operating and financial systems. The system includes a perpetual inventory
system which is designed to provide more accurate and timely information
concerning merchandise availability and allow the Company to better service
customer needs. A comprehensive corporate housing business information system is
also under development. Development of these systems will require several
months, with implementation expected to be completed during early fiscal 2000.
Effective September 29, 1997, the Company established a $30.0 million
unsecured line of credit which replaced an existing $45.0 million secured line
of credit. Also on September 29, 1997, the Company completed a private placement
of $30.0 million of unsecured 7.54% Senior Notes. See the discussion of
liquidity and capital resources in
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Part II, Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations", for further information relative to these
transactions.
The Company regularly evaluates and pursues potential acquisition
candidates. As a general rule, acquisitions are announced only after a
definitive agreement has been reached. On May 1, 1998, the Company executed a
definitive agreement to acquire a corporate housing Company for approximately
$0.7 million. This transaction is expected to close on May 8, 1998. As of the
date of this report, the Company had no other agreements or understandings for
any such acquisition.
The Company is not involved in any issues related to compliance with
environmental protection laws.
The risks and uncertainties that affect the Company are discussed in
greater detail in a separate Exhibit 99 to the Company's Form 10-K for fiscal
1998.
YEAR 2000
The Company's financial and operational systems are Year 2000
compliant. Management is not aware of exposures related to the operations of
customers or vendors. No material adverse consequences are anticipated in
conjunction with the Year 2000 issue and management intends to monitor the
situation on an ongoing basis.
ITEM 2
PROPERTIES
----------
With the exception of a warehouse purchased as part of an October 1996
acquisition and a showroom/clearance center/warehouse opened in July, 1997 in
Indianapolis, Globe leases space for all of its store and warehouse operations
under operating leases expiring at various times through 2004. Many of these
leases contain renewal options for additional periods ranging up to ten years at
rental rates generally adjusted for changes in the level of the consumer price
index or other factors.
Globe currently maintains duplicate facilities in the Detroit market as
a result of a 1996 acquisition and is evaluating whether all of these facilities
are necessary. All of Globe's facilities are well maintained and suitable for
their current and reasonably foreseeable uses.
The Company prefers properties where its sales, rental, clearance and
warehouse operations can be combined in one facility. Globe regularly reviews
the appearance of its showrooms and clearance centers and improves or
refurbishes them on an on-going basis.
The Company maintains an inventory of leased housing units under
various short-term (one year or less) leasing arrangements. This inventory
fluctuates throughout the year, subject to seasonality of customer demands.
These facilities are well maintained and suitable for their current and
reasonably foreseeable uses.
ITEM 3
LEGAL PROCEEDINGS
-----------------
The Company is involved in certain legal proceedings arising in the
normal course of its business. The Company believes that the outcome of these
matters will not result in a material adverse impact upon its business or
financial condition.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
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PART II
ITEM 5
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is publicly traded on The Nasdaq Stock
Market under the trading symbol "GLBE". The range of high and low sales prices
by quarter for fiscal years 1998 and 1997, as reported by the market, appear in
the following table.
Fiscal 1998 Fiscal 1997
------------------------ ------------------------
Quarter High Low High Low
-------- -------- -------- --------
First 11 9 1/4 12 8 5/8
Second 16 1/2 10 11 1/4 8 1/2
Third 26 3/8 14 1/4 9 1/4 8
Fourth 22 1/8 11 1/2 12 1/4 8 1/4
As of May 1, 1998 there were 37 shareholders of record. The Company
believes there are approximately 1,200 beneficial owners of its common stock.
Globe has never paid any cash dividends on its common stock and the
Board of Directors intends to retain all the Company's earnings for use in the
expansion of the Company's business for the foreseeable future. The Company's
credit agreement dated September 29, 1997 contains covenants that limit the
amount of dividends or distributions it can pay on its common stock and the
amount of stock the Company can repurchase. See Note 6 to the consolidated
financial statements for further discussion of these restrictions.
On December 1, 1997 the Company issued 73,395 shares of common stock to
O'Shaughnessy Enterprises, Inc. as part of the consideration for the acquisition
of Suite Living, 28,395 of which were delivered at closing and 45,000 of which
were placed in escrow to be distributed December 1, 1998 if certain conditions
are met. 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.
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ITEM 6
SELECTED FINANCIAL DATA
-----------------------
(DOLLARS AND SHARES IN THOUSANDS EXCEPT PER SHARE DATA)
The selected consolidated financial data should be read in conjunction
with the Consolidated Financial Statements and Notes thereto, Item 8, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", Item 7.
Years Ended February 28/29,
---------------------------------------------------------------
1998 (3) 1997 (4) 1996 1995 1994
-------- -------- -------- -------- --------
INCOME STATEMENT DATA:
Revenues
Rental sales $ 45,337 $ 40,940 $ 36,580 $ 36,711 $ 35,918
Corporate housing sales 42,840 11,811 - - -
Retail sales 15,723 14,769 13,717 11,740 12,524
-------- -------- -------- -------- --------
Total revenues 103,900 67,520 50,297 48,451 48,442
-------- -------- -------- -------- --------
Gross profit
Rental sales 34,054 30,461 27,967 29,592 31,030
Corporate housing sales 10,809 3,301 - - -
Retail sales 6,194 5,551 5,899 4,874 4,474
-------- -------- -------- -------- --------
Total gross profit 51,057 39,313 33,866 34,466 35,504
-------- -------- -------- -------- --------
Operating expenses 41,153 31,559 26,040 26,249 30,790
-------- -------- -------- -------- --------
Operating income 9,904 7,754 7,826 8,217 4,714
Interest/other expenses 3,241 1,368 2,461 2,783 1,596
-------- -------- -------- -------- --------
Income before income taxes and cumulative
effect of change in accounting principle 6,663 6,386 5,365 5,434 3,118
Provision for income taxes 2,598 2,478 2,136 2,079 1,120
-------- -------- -------- -------- --------
Income before cumulative effect of change
in accounting principle 4,065 3,908 3,229 3,355 1,998
Cumulative effect of change in accounting
principle (1) - - - - 1,141
-------- -------- -------- -------- --------
Net income 4,065 3,908 3,229 3,355 3,139
Preferred stock dividends - - 505 557 364
-------- -------- -------- -------- --------
Net income applicable to common stock $ 4,065 $ 3,908 $ 2,724 $ 2,798 $ 2,775
======== ======== ======== ======== ========
Basic Earnings Per Common Share (2)
Income per common share before cumulative
effect of change in accounting principle $ 0.91 $ 0.90 $ 1.05 $ 1.54 $ 0.90
======== ======== ======== ======== ========
Income per common share after cumulative
effect of change in accounting principle $ 0.91 $ 0.90 $ 1.05 $ 1.54 $ 1.53
======== ======== ======== ======== ========
Diluted Earnings Per Common Share (2)
Income per common share before cumulative
effect of change in accounting principle $ 0.89 $ 0.89 $ 1.03 $ 1.10 $ 0.64
======== ======== ======== ======== ========
Income per common share after cumulative
effect of change in accounting principle $ 0.89 $ 0.89 $ 1.03 $ 1.10 $ 1.09
======== ======== ======== ======== ========
Weighted average number of common shares outstanding:
Basic 4,475 4,336 2,600 1,812 1,812
======== ======== ======== ======== ========
Diluted 4,577 4,372 2,650 2,553 2,549
======== ======== ======== ======== ========
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11
February 28/29,
----------------------------------------------------------
1998 1997 1996 (7) 1995 1994
------- ------- ------- ------- -------
BALANCE SHEET DATA:
Total assets $99,437 $71,778 $44,461 $39,512 $32,009
Total debt 49,713 30,516 10,573 19,900 18,424
Redeemable preferred stock - - - 5,794 4,620
Preferred stock - - - 500 500
Common stock and other shareholders' equity 35,421 29,836 24,664 4,024 1,226
Cash dividends declared per common share (5) - - - - -
Years Ended February 28/29,
-------------------------------------------------------
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
OPERATING DATA:
Markets served
Furniture rental 19 17 17 17 17
Corporate housing 17 4 - - -
Furniture rental/Corporate housing 11 - - - -
Total markets 25 21 17 17 17
Number of furniture leases
Unaffiliated customers 17,016 17,591 16,332 16,492 16,769
Acquired corporate housing customers 900 - - - -
------- ------- ------- ------- -------
Total furniture leases 17,916 17,591 16,332 16,492 16,769
Number of available leased housing units 3,396 1,331 - - -
Number of occupied leased housing units 3,167 1,142 - - -
Number of employees 690 551 430 412 402
Monthly rent roll (6)
Unaffiliated customers $ 3,477 $ 3,642 $ 2,962 $ 2,932 $ 2,853
Acquired corporate housing customers 155 - - - -
------- ------- ------- ------- -------
Total furniture rental rent roll $ 3,632 $ 3,642 $ 2,962 $ 2,932 $ 2,853
Leased housing units rent roll $ 5,297 $ 1,779 $ - $ - $ -
<FN>
(1) Reflects adoption as of March 1, 1993 of SFAS No. 109, "Accounting for Income Taxes", which
increased net income by $1.1 million for fiscal 1994.
(2) Earnings per common share restated to reflect adoption of SFAS No. 128, "Earnings per Share".
(3) Results include the impact of seven acquisitions during the year, which accounted for
approximately $18.6 million in revenues and $0.9 million in operating income. See further
discussion of the impact of these acquisitions in Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations".
(4) Results include the impact of five asset acquisitions during the year, which accounted for
approximately $14.8 million in revenues and $1.9 million in operating income. See further
discussion of the impact of these acquisitions in Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations".
(5) The Company has not declared cash dividends on its common stock.
(6) Represents aggregate monthly rental payments required by outstanding furniture or leased housing
unit leases.
(7) The Company completed an initial public offering in February 1996 and realized net proceeds of
$17.4 million, which were used to redeem preferred stock and accrued dividends and repay a
portion of the company's indebtedness.
</FN>
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ITEM 7
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.
COMPONENTS OF OPERATING INCOME
Revenues. Globe's revenues are derived from its outstanding furniture
leases, leased housing unit rental income and from the sale of new and used
furniture. Rental revenues are recognized in the month in which they are earned.
Furniture sales revenues and rental buy-out revenues are recognized when the
furniture is delivered to the customer or taken off lease by the customer.
Globe derives additional revenues from various fees which are included
in the applicable rental, corporate housing and retail sales revenue categories.
Intercompany revenues are eliminated in consolidation.
Cost of Revenues. The majority of Globe's cost of furniture rentals
consists of non-cash charges for depreciation of rental furniture and
depreciated book value of furniture bought out by lease customers. Rental
furniture is depreciated on a straight-line basis at a rate of 1% per month,
which is designed to approximate an estimated useful life of four years with
provision for a 50% residual value. Cost of sales for leased housing units
consists primarily of housing unit rental and various furniture, utility and
cleaning charges. Cost of furniture sales is primarily the depreciated book
value of the furniture sold.
Intercompany costs are eliminated in consolidation.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses include warehousing, selling, advertising, occupancy,
administrative and other operating expenses and non-rental depreciation.
Amortization. Goodwill and other intangibles are amortized on a
straight-line basis over periods ranging from three to twenty years.
GENERAL
Globe operates in the rent-to-rent segment of the furniture rental
business, renting quality office and residential furniture to a variety of
corporate and individual customers. The Company also operates in the corporate
housing business, providing short-term housing through an inventory of leased
housing units to temporarily assigned corporate personnel, new hires, trainees
and consultants. 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 its account
executives.
RESULTS OF OPERATIONS
Globe's increase in total revenues to $103.9 million in fiscal 1998
from $48.4 million in fiscal 1994 and in operating income to $9.9 million from
$4.7 million over the same period is mainly attributable to acquisitions,
particularly acquisitions in the corporate housing business.
The Company's business mix has changed since fiscal 1994, with
furniture rental revenues decreasing to 43.7% of total revenues in fiscal 1998
from 74.1% of total revenues in fiscal 1994, while corporate housing revenues,
which were non-existent in fiscal 1994, represented 41.2% of total revenues in
fiscal 1998. Additionally, retail sales have decreased to 15.1% of total
revenues in fiscal 1998 from 25.9% of total revenues in fiscal 1994. This shift
in business mix reflects the Company's decision in fiscal 1997 to become
10
13
a consolidator in the corporate housing business. The percentage of revenues
represented by corporate housing is expected to increase in the future.
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, corporate housing and retail sales
revenues.
Years Ended February 28/29,
----------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
Revenues:
Rental sales 43.7% 60.6% 72.7% 75.7% 74.1%
Corporate housing sales 41.2% 17.5% 0.0% 0.0% 0.0%
Retail sales 15.1% 21.9% 27.3% 24.3% 25.9%
-------- -------- -------- -------- --------
Total revenues 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit:
Rental sales 75.1% 74.4% 76.5% 80.6% 86.4%
Corporate housing sales 25.2% 27.9% N.A. N.A. N.A.
Retail sales 39.4% 37.6% 43.0% 41.5% 35.7%
Combined gross profit 49.1% 58.2% 67.3% 71.1% 73.3%
Operating expenses 39.6% 46.7% 51.8% 54.2% 63.6%
-------- -------- -------- -------- --------
Operating income 9.5% 11.5% 15.6% 16.9% 9.7%
Interest/other 3.1% 2.0% 4.9% 5.7% 3.3%
-------- -------- -------- -------- --------
Income before taxes 6.4% 9.5% 10.7% 11.2% 6.4%
======== ======== ======== ======== ========
IMPACT OF GRANTREE AND CORPORATE HOUSING ACQUISITIONS
In January 1993, Globe acquired all of the outstanding common stock of
GranTree, a west coast-based furniture rental company, for $9.3 million. At the
time of the acquisition, GranTree was experiencing significant operational
problems and declining revenues. In fiscal 1994, the first full year of
ownership, GranTree accounted for $25.9 million, or approximately 53%, of the
Company's total revenues.
Management's initial strategy with respect to GranTree was to reduce
operating expenses and to reverse the declining revenue trend, which was largely
accomplished during the fiscal 1994-1995 period.
From the date of the GranTree acquisition through November 1995, the
Company's reported cost of revenues was favorably impacted as furniture was sold
to retail customers or bought out by lease customers due to the adoption of
fresh-start reporting in March 1992, at which time GranTree reduced the net book
value of its rental furniture by approximately $7.1 million, and the $3.3
million amount by which the book value for GranTree exceeded the purchase price
paid by the Company (collectively, the "GranTree Gross Profit Accounting
Effects").
11
14
The following table sets forth for the periods indicated certain income
statement data as a percentage of total revenues adjusted to exclude the
historical GranTree Gross Profit Accounting Effects ("GGPAE").
Years Ended February 28/29,
------------------------------------------------------
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
Combined gross profit 49.1% 58.2% 64.3% 65.1% 63.8%
Operating income 9.5% 11.5% 12.5% 10.9% 0.2%
Income/(loss) before taxes 6.4% 9.5% 7.6% 5.2% (3.1%)
====== ====== ====== ====== ======
Globe entered the corporate housing business in fiscal 1997 by making
three asset acquisitions, one in June 1996 and two in December 1996. Globe
acquired seven additional corporate housing businesses in fiscal 1998 with the
asset acquisitions of The Hotel Alternative, Inc. in April 1997, Executive
Relocation Services, Inc. in July 1997, Research Triangle Guest Houses in
September 1997, Corporate Lodging, Inc. in October 1997 and O'Shaughnessy
Enterprises, Inc. in December 1997. Stock purchases of Oxford Furnished
Apartments, Inc. and Accommodations Plus, Inc. were completed in November 1997
and February 1998, respectively. All acquisitions to date have been accounted
for using the purchase method of accounting.
The acquisition of Oxford Furnished Apartments was the Company's most
significant to date and marks Globe's entry into the corporate housing business
in eight midwestern markets.
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 approximates $27.9
million and is being amortized on a straight-line basis primarily over twenty
years. Goodwill and intangibles amortization, which is included in operating
expenses, reduced operating profit by $1.0 million, or 1.0% of sales, in fiscal
1998 and $0.2 million, or 0.3% of sales, in fiscal 1997.
The corporate housing business has a lower gross profit margin, as well
as lower operating expenses as a percentage of sales, than the furniture rental
business. As a result, the Company's gross profit margin and operating expenses
as a percentage of sales have been declining since the Company entered the
corporate housing business in fiscal 1997. Gross profit margin decreased to
49.1% in fiscal 1998 from 58.2% in fiscal 1997 and 64.3% (excluding GGPAE) in
fiscal 1996. Gross profit margin on rental sales in fiscal 1998 was 75.1%,
versus 25.2% for the combined corporate housing businesses. Comparable gross
profit margins for fiscal 1997 were 74.4% and 27.9%, respectively. 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. Combined operating expenses decreased to 39.6% of
revenues in fiscal 1998 from 46.7% in fiscal 1997 and 51.8% in fiscal 1996,
while the operating margin decreased to 9.5% of revenues in fiscal 1998 from
11.5% of revenues in fiscal 1997 and 12.5% of revenues (excluding GGPAE) in
fiscal 1996. The reduction in operating margin is primarily the result of the
increasing mix of corporate housing revenues over the 1996-1998 period, coupled
with greater amortization expenses. Excluding amortization expenses, operating
margins declined to 10.5% in fiscal 1998 from 11.8% in fiscal 1997 and 12.5% in
fiscal 1996.
Globe plans to continue its consolidation of corporate housing through
additional acquisitions, thereby capitalizing on the desire of many corporations
to have a corporate housing company that can meet their needs nationally. With
the fiscal 1998 and 1997 acquisitions, Globe has expanded its presence into
seventeen markets and is the market leader in seven of these markets, with
annualized corporate housing revenues in excess of $60 million. Globe is vying
with a small number of corporate housing companies for the number two position
in the industry.
12
15
As Globe increases its presence in the corporate housing business it is
possible that competing corporate housing companies that are customers of Globe
may transfer their furniture rental business to other vendors. At the end of
April 1998, the Company's annualized revenues from these corporate housing
companies approximated $7.9 million.
Due to the significant impact of the GranTree acquisition and the
related GranTree Gross Profit Accounting Effects and 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.
CLEARANCE CENTER SALES
Sales through the Company's clearance centers of used furniture that no
longer meets "showroom condition" standards for rental allow Globe to recoup a
substantial portion of original cost and to maintain the "freshness" of rental
furniture inventory. Clearance center revenues and cost recovery ratios for the
last five years are presented in the following table.
Years Ended February 28/29,
----------------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
Clearance center sales $ 6,877 $ 7,649 $ 6,529 $ 6,223 $ 5,283
Original cost of furniture 7,326 8,608 7,493 7,225 5,983
Cost recovery ratio 93.9% 88.9% 87.1% 86.1% 88.3%
Cost recovery ratio, former
GranTree operations 87.4% 81.0% 75.3% 70.7% 62.7%
Management believes that the ability to recover a substantial portion
of the original cost of its furniture through its clearance center sales is a
key contributor to the Company's profitability. The improvement in the cost
recovery ratio over the 1994-1998 period is due primarily to upgrading the
quality of furniture in the former GranTree operations.
COMPARISON OF FISCAL YEARS ENDED FEBRUARY 28, 1998 AND FEBRUARY 28, 1997
Total revenues of $103.9 million increased $36.4 million, or 53.9%, in
fiscal 1998 from $67.5 million in fiscal 1997 due largely to seven acquisitions
completed during 1998. Excluding the corporate housing operations, total
revenues increased $5.4 million, or 9.6% in fiscal 1998 compared to fiscal 1997.
Rental revenues of $45.3 million in fiscal 1998 increased $4.4 million,
or 10.7%, from $40.9 million in fiscal 1997. This growth resulted from
significant volume increases in the California and Denver markets, as well as
several midwestern markets, and is partially attributable to furniture rental
acquisitions in Detroit and Southern California which occurred during the second
and third quarters of fiscal 1997.
Corporate housing revenues of $42.9 million in fiscal 1998 increased
262.7% from $11.8 million in fiscal 1997. This increase was primarily caused by
acquisitions.
Sales revenues of $15.7 million increased $0.9 million, or 6.5%, in
fiscal 1998 from $14.8 million in fiscal 1997, driven by an individually
significant new office furniture sale.
Gross profit of $51.1 million in fiscal 1998 increased $11.7 million,
or 29.9%, from $39.3 million in fiscal 1997 and declined as a percentage of
revenues to 49.1% from 58.2% over the same period due primarily to the higher
mix of corporate housing revenues associated with these revenues. In addition,
the Company recorded a physical inventory adjustment of $0.6 million during the
fourth quarter of fiscal 1998.
Operating expenses of $41.2 million in fiscal 1998 increased $9.6
million, or 30.4%, from $31.5 million in fiscal 1997, primarily as a result of
acquisitions, as well as additions to the Company's management team and
increased infrastructure spending to support the Company's rapid growth.
Operating expenses as a percentage of total revenues
13
16
declined to 39.6% from 46.7% over the same period as a result of corporate
housing's lower operating expenses as a percentage of revenues.
As a result of the changes in revenues, gross profit and operating
expenses discussed above, operating income increased 27.7% to $9.9 million, or
9.5% of revenues in fiscal 1998, from $7.8 million, or 11.5% of revenues in
fiscal 1997.
Interest/other expense increased $1.8 million, or 136.9%, to $3.2
million in fiscal 1998 from $1.4 million in fiscal 1997 and as a percentage of
total revenues increased to 3.1% from 2.0% over the same period. The increased
expense for fiscal 1998 was due primarily to higher debt balances. The debt
increase was the result of funding required for acquisitions.
Income before income taxes of $6.7 million in fiscal 1998 increased
$0.3 million, or 4.3%, compared to fiscal 1997 and as a percentage of revenues
decreased to 6.4% from 9.5% over the same period.
The Company's effective tax rate, which includes federal, state and
local taxes, increased slightly to 39.0% in fiscal 1998 from 38.8% in fiscal
1997.
COMPARISON OF FISCAL YEARS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
Total revenues of $67.5 million increased $17.2 million, or 34.2%, in
fiscal 1997 from $50.3 million in fiscal 1996 due largely to five acquisitions
completed during 1997. Excluding the corporate housing acquisitions, total
revenues increased $5.4 million, or 10.8% in fiscal 1997 compared to fiscal
1996.
Rental revenues of $40.9 million in fiscal 1997 increased $4.4 million,
or 11.9%, from $36.6 million in fiscal 1996. The furniture rental acquisitions
contributed $2.1 million, or 5.9%, of this growth. The remaining growth was
driven by a 5.6% increase in the average monthly lease amount and a 2.2%
increase in the average number of leases outstanding during the year.
Corporate housing revenues were $11.8 million in fiscal 1997 and were
derived from the Company's initial acquisitions in this business.
Sales revenues of $14.8 million increased $1.1 million, or 7.7%, in
fiscal 1997 from $13.7 million in fiscal 1996. The furniture rental acquisitions
contributed $0.8 million, or 5.8%, of this growth.
Gross profit of $39.3 million in fiscal 1997 increased $5.4 million, or
16.1%, from $33.9 million in fiscal 1996 and declined as a percentage of
revenues to 58.2% from 67.3% over the same period due primarily to the lower
margins associated with the corporate housing revenues. Excluding corporate
housing and the GranTree Gross Profit Accounting Effects, gross profit margin
increased slightly to 64.6% in fiscal 1997 from 64.3% in fiscal 1996.
Operating expenses of $31.5 million in fiscal 1997 increased $5.5
million, or 21.2%, from $26.0 million in fiscal 1996, but, as a percentage of
total revenues declined to 46.7% from 51.8% over the same period as a result of
corporate housing's lower operating expenses as a percentage of sales. Excluding
the corporate housing acquisitions, operating expenses increased $3.2 million,
or 12.3%, to 52.5% of sales in fiscal 1997 from 51.8% of sales in fiscal 1996
due primarily to higher warehousing costs and higher general and administrative
costs related to operating as a public company since the February 1996 initial
public offering.
As a result of the changes in revenues, gross profit and operating
expenses discussed above, operating income remained flat at $7.8 million, but
decreased to 11.5% of revenues in fiscal 1997 from 15.6% of revenues in fiscal
1996. However, excluding the GranTree Gross Profit Accounting Effects, operating
income increased 23.1% to $7.8 million, or 11.5% of revenues, in fiscal 1997
from $6.3 million, or 12.5% of revenues, in fiscal 1996.
Interest/other expense decreased $1.1 million, or 44.4%, to $1.4
million in fiscal 1997 from $2.5 million in fiscal 1996 and as a percentage of
total revenues decreased to
14
17
2.0% from 4.9% over the same period. The decreased expense for fiscal 1997 was
due primarily to lower interest rates on the outstanding debt, but also
reflected a profit on the retirement of the GranTree debenture and the
settlement of a lawsuit.
Income before income taxes of $6.4 million in fiscal 1997 increased
$1.0 million, or 19.0%, compared to fiscal 1996. Excluding the GranTree Gross
Profit Accounting Effects, income before income taxes increased $2.6 million, or
66.4%, to $6.4 million in fiscal 1997 from $3.8 million in fiscal 1996.
The Company's effective tax rate, which includes federal, state and
local taxes, decreased to 38.8% in fiscal 1997 from 39.8% in fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
On September 29, 1997, the Company established a $30.0 million
unsecured line of credit which replaced an existing $45.0 million secured line
of credit. Interest rates for this revolving line of credit are based on a
leverage formula, which is currently the lesser of the prime rate minus 25 basis
points or LIBOR plus 150 basis points. At May 1, 1998, the line of credit
provided up to $30.0 million of financing for the Company which will be
available for acquisitions and general corporate purposes. The unused line of
credit as of May 1, 1998 was $10.7 million.
The term of the line of credit will expire on September 30, 2000,
requiring full payment of the then outstanding balance. The Company expects to
have other financing arrangements in place prior to this date.
On September 29, 1997, the Company completed a private placement of
$30.0 million of unsecured 7.54% Senior Notes due September 1, 2007, with
interest payable semi-annually on March 1 and September 1. These Senior Notes
may be redeemed at a premium after one year. The initial interest payment of
$0.9 million was made on March 2, 1998.
From March 1, 1997 through May 1, 1998 Globe used approximately $20.5
million from its lines of credit, issued 94,595 shares of common stock and
assumed certain liabilities in completing eight acquisitions, including payment
of contingent consideration for two fiscal 1998 acquisitions and reaching a
final settlement of contingent consideration for a fiscal 1997 acquisition. (See
note 2 to the consolidated financial statements for further discussion of these
acquisitions.)
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 $23.6 million in fiscal 1998 and $21.8 million
in fiscal 1997. The Company's furniture purchases typically are seasonally
weighted to the first half of the year. Any temporary cash deficiencies
resulting from the seasonal nature of these purchases are funded via the line of
credit. As the Company's growth strategies are implemented, furniture purchases
are expected to increase.
Capital expenditures were $3.7 million, $2.3 million and $0.6 million
in fiscal 1998, 1997 and 1996, respectively. The significant increases in fiscal
1998 and 1997 are largely attributable to ongoing development of computer
systems and construction of a new showroom/warehouse facility in Indianapolis,
Indiana. Acquisitions of property and equipment financed through capital leases
and not reflected in the preceding capital expenditure data were $0.5 million,
$0.2 million and $0.3 million over the same periods.
On March 13, 1997, Globe obtained a $1.5 million mortgage note to
finance the showroom/warehouse facility in Indianapolis. The Company can elect
to fix the interest rate for a one, three, or five year period based on the
corresponding Treasury Note rate plus 175 basis points, currently 7.2%. The
initial term of the note requires full payment of the then outstanding balance
on December 1, 2002, however the Company expects to renew the note for an
additional five-year period at that date.
Costs to further develop the computer systems will be incurred in the
next 12-15 months and are anticipated to be approximately $1.5 million. The
systems development is expected to be financed through cash generated by
operations. Remaining capital expenditures are expected to approximate $1.5
million and are also expected to be funded
15
18
by cash generated by operations. Any temporary cash deficiencies resulting from
timing of these expenditures will be funded via the line of credit.
The Company's internal financial and operational systems are Year 2000
compliant. Management is not aware of exposures related to the operations of
customers or vendors. No material adverse consequences are anticipated in
conjunction with the Year 2000 issue and management intends to monitor the
situation on an ongoing basis.
The Company's cash flow has historically benefited from the use of net
operating loss carryforwards. The Company paid no material Federal income tax
until fiscal 1994 when the Company began paying alternative minimum tax. At
February 28, 1998, Globe had alternative minimum tax credit carryforwards of
$1.0 million that can be carried forward indefinitely.
In fiscal 1998 and 1997, net cash provided by operations was $23.5
million and $22.5 million, respectively, generating $3.8 million and $1.7
million, respectively, less cash than was necessary to fund investing activities
(excluding acquisitions), thus requiring use of the Company's credit facilities.
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 and any repurchases that may be made under the Company's $3.0
million stock repurchase program, for the foreseeable future. New financing
arrangements will be needed to provide funding for future significant
acquisitions.
INFLATION AND GENERAL ECONOMIC CONDITIONS
Historically, the Company has been able to offset increases in
furniture prices with increases in rental rates. Management believes that
increases in new furniture prices have averaged less than the overall inflation
rate over the last three years and expects this trend to continue.
Management believes the Company will be able to offset future increases
in leased housing unit rents and utilities with increases in rental rates.
16
19
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Index to Financial Statements
Financial Statements: PAGE
----
Report of Independent Accountants F-1
Consolidated Balance Sheet:
February 28, 1998 and February 28, 1997 F-2
Consolidated Statement of Income:
Years ended February 28, 1998, February 28, 1997 and F-3
February 29, 1996
Consolidated Statement of Cash Flows:
Years ended February 28, 1998, February 28, 1997 and F-4
February 29, 1996
Consolidated Statement of Changes in Shareholders' Equity:
Years ended February 28, 1998, February 28, 1997 and F-5
February 29, 1996
Notes to Financial Statements F-6
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts for the F-20
three years ended February 28, 1998
All other schedules are omitted because they are not applicable or the
required information is shown in the Company's financial statements or
the notes thereto.
"Selected Quarterly Financial Data" has been included in Note 12 to Globe's
Financial Statements.
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
-------------------------------------------------------------------------
DISCLOSURE
----------
None
PART III
--------
The information required by the following Items will be included in
Globe's definitive Proxy Statement which will be filed with the Securities and
Exchange Commission in connection with the 1998 Annual Meeting of Shareholders
and is incorporated herein by reference:
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
ITEM 11 EXECUTIVE COMPENSATION
----------------------
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
17
20
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of Globe Business Resources, Inc.
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of Globe
Business Resources, Inc. and its subsidiaries at February 28, 1998 and 1997 and
the results of their operations and their cash flows for each of the three years
in the period ended February 28, 1998, in conformity with generally accepted
accounting principles. 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 of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Cincinnati, Ohio
April 10, 1998
F-1
21
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
February 28,
------------------------------
1998 1997
------------ ------------
ASSETS:
Cash $ 526 $ 717
Trade accounts receivable, less allowance for doubtful
accounts of $609 and $460, respectively 8,252 5,345
Other receivables 131 342
Prepaid expenses 2,038 1,504
Rental furniture, net 53,220 48,462
Property and equipment, net 7,743 4,907
Goodwill and other intangibles, net 26,695 10,243
Note receivable from officer 100 -
Other, net 732 258
------------ ------------
Total assets $ 99,437 $ 71,778
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable $ 3,561 $ 4,012
Customer deposits 2,027 1,343
Accrued compensation 2,061 1,762
Accrued taxes 325 557
Deferred income taxes 4,183 2,901
Accrued interest payable 1,121 371
Other accrued expenses 1,025 480
Debt 49,713 30,516
------------ ------------
Total liabilities 64,016 41,942
------------ ------------
Common stock and other shareholders' equity:
Common stock, no par, 15,000,000 and 10,000,000
shares authorized, 4,548,399 and 4,440,509
shares issued and outstanding 21,492 19,883
Retained earnings 18,013 14,037
Fair market value in excess of historical cost of
acquired net assets attributable to related
party transactions (4,084) (4,084)
------------ ------------
Total common stock and other shareholders' equity 35,421 29,836
------------ ------------
Total liabilities and shareholders' equity $ 99,437 $ 71,778
============ ============
The accompanying notes are an integral part of these financial statements.
F-2
22
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
Years Ended February 28/29,
-----------------------------------
1998 1997 1996
-------- -------- --------
Revenues:
Rental sales $ 45,337 $ 40,940 $ 36,580
Corporate housing sales 42,840 11,811 -
Retail sales 15,723 14,769 13,717
-------- -------- --------
103,900 67,520 50,297
-------- -------- --------
Costs and expenses:
Cost of rental sales 11,283 10,479 8,613
Cost of corporate housing sales 32,031 8,510 -
Cost of retail sales 9,529 9,218 7,818
Warehouse and delivery 9,509 7,929 6,675
Occupancy 7,012 6,012 5,549
Selling and advertising 9,198 8,740 7,332
General and administration 14,431 8,653 6,484
Amortization of intangible assets 1,003 225 -
-------- -------- --------
93,996 59,766 42,471
-------- -------- --------
Operating income 9,904 7,754 7,826
Other expenses (income):
Interest expense 3,055 1,640 2,338
Other, net 186 (272) 123
-------- -------- --------
3,241 1,368 2,461
Income before income taxes 6,663 6,386 5,365
Provision for income taxes 2,598 2,478 2,136
-------- -------- --------
Net income 4,065 3,908 3,229
Preferred stock dividends - - 505
-------- -------- --------
Net income applicable to common stock $ 4,065 $ 3,908 $ 2,724
======== ======== ========
Earnings per common share:
Basic $ 0.91 $ 0.90 $ 1.05
======== ======== ========
Diluted $ 0.89 $ 0.89 $ 1.03
======== ======== ========
Weighted average number of common shares outstanding:
Basic 4,475 4,336 2,600
Diluted 4,577 4,372 2,650
The accompanying notes are an integral part of these financial statements.
F-3
23
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
Years Ended February 28/29,
------------------------------------------------
1998 1997 1996
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,065 $ 3,908 $ 3,229
Adjustments to reconcile net income to
net cash provided by operating activities:
Rental furniture depreciation 7,177 6,055 4,741
Other depreciation and amortization 2,625 1,157 835
Provision for losses on accounts receivable 541 173 57
Provision for deferred income taxes 1,282 1,108 1,318
Loss/(gain) on sale of property and equipment 10 44 (17)
Book value of furniture sales and rental buyouts 12,368 11,832 9,637
Changes in assets and liabilities:
Accounts receivable (3,467) (1,587) (437)
Note receivable (100) - 100
Other assets, net (272) 9 24
Prepaid expenses (107) (334) 161
Accounts payable (877) 394 (179)
Customer deposits 400 (324) 18
Accrued compensation (598) (35) (156)
Accrued taxes (285) 11 (713)
Accrued interest payable 736 251 (144)
Other accrued expenses (27) (176) (81)
------------ ------------ ------------
Net cash provided by operating activities 23,471 22,486 18,393
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to rental furniture (23,620) (21,845) (19,853)
Purchases of property and equipment (3,742) (2,377) (560)
Proceeds from disposition of property and equipment 6 3 30
Purchases of businesses, net of cash acquired (15,055) (15,354) -
Debenture retirement - (59) -
------------ ------------ ------------
Net cash used in investing activities (42,411) (39,632) (20,383)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on the revolving credit agreements 131,213 100,053 63,986
Repayments on the revolving credit agreements (143,290) (81,329) (72,728)
Borrowings on the senior note 30,000 - -
Borrowings/(repayments) of other debt 1,309 (671) (500)
Principal payments under capital lease obligations (508) (338) (351)
Exercise of common stock options 25 15 -
Issuance of common stock - - 17,416
Redemption of preferred stock - - (6,162)
Preferred stock dividends - - (270)
------------ ------------ ------------
Net cash provided by financing activities 18,749 17,730 1,391
------------ ------------ ------------
Net (decrease)/increase in cash (191) 584 (599)
Cash at beginning of period 717 133 732
------------ ------------ ------------
Cash at end of period $ 526 $ 717 $ 133
============ ============ ============
Supplemental cash flow information:
Cash paid for interest $ 2,348 $ 1,408 $ 2,482
============ ============ ============
Cash paid for income taxes $ 1,485 $ 1,302 $ 1,407
============ ============ ============
The accompanying notes are an integral part of these financial statements.
F-4
24
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands)
Common Stock Preferred Stock
-------------------------- --------------------------
Outstanding Outstanding
Shares Amount Shares Amount
---------- ---------- ---------- ----------
Balance at February 28, 1995 1,811,785 $ 633 1,000 $ 500
Stock dividend - preferred stock
Cash dividend - preferred stock
Stock issued in connection with
initial public offering 1,708,604 17,416
Preferred stock converted to common
stock in connection with
initial public offering 46,751 500 (1,000) (500)
Exercise of warrant to purchase
common stock in connection with
initial public offering 687,229
Net income
---------- ---------- ---------- ----------
Balance at February 29, 1996 4,254,369 $ 18,549 - $ -
Stock issued in connection with
acquisitions 169,000 1,324
Exercise of options, net of tax
effects 17,140 10
Net income
---------- ---------- ---------- ----------
Balance at February 28, 1997 4,440,509 $ 19,883 - $ -
Stock issued in connection with
acquisitions 94,595 1,479
Restricted stock issued 4,446 100
Exercise of options, net of tax
effects 8,849 30
Net income
---------- ---------- ---------- ----------
Balance at February 28, 1998 4,548,399 $ 21,492 - $ -
========== ========== ========== ==========
Excess
Fair
Retained Market
Earnings Value Total
---------- ---------- ----------
Balance at February 28, 1995 $ 7,475 $ (4,084) $ 4,524
Stock dividend - preferred stock (368) (368)
Cash dividend - preferred stock (137) (137)
Stock issued in connection with
initial public offering 17,416
Preferred stock converted to common
stock in connection with
initial public offering -
Exercise of warrant to purchase
common stock in connection with
initial public offering
Net income 3,229 3,229
---------- ---------- ----------
Balance at February 29, 1996 $ 10,199 $ (4,084) $ 24,664
Stock issued in connection with
acquisitions 1,324
Exercise of options, net of tax
effects (70) (60)
Net income 3,908 3,908
---------- ---------- ----------
Balance at February 28, 1997 $ 14,037 $ (4,084) $ 29,836
Stock issued in connection with
acquisitions 1,479
Restricted stock issued 100
Exercise of options, net of tax
effects (89) (59)
Net income 4,065 4,065
---------- ---------- ----------
Balance at February 28, 1998 $ 18,013 $ (4,084) $ 35,421
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-5
25
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
- ----------------------------------------
NATURE OF BUSINESS AND COMMENCEMENT OF OPERATIONS
Globe Business Resources, Inc., formerly known as Globe Furniture
Rentals, Inc., commenced operations on March 1, 1989 with the acquisition of
certain assets and assumption of certain liabilities of the former Globe
Furniture Rentals, Inc. and Globe Furniture Rental of Tri-County, Inc.
(collectively, the Selling Corporations). The transaction was accounted for as a
purchase. Certain shareholders of the Company (either directly or through
related party relationships) also had a 50% ownership in the Selling
Corporations. Consequently, only 50% of the amount by which the fair market
value of the net assets acquired exceeded their historical basis was considered
in establishing the carrying value of the net assets. The remaining 50% of such
excess was accounted for as a $4,084 reduction of shareholders' equity.
The Company rents and sells furniture to a diversified base of
commercial and residential customers throughout the United States. Additionally,
the Company provides fully furnished short-term housing through an inventory of
leased housing units to temporarily assigned corporate personnel, new hires,
trainees, consultants, government employees and other individuals throughout the
United States.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. All intercompany transactions
are eliminated.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of accounts receivable, other assets, accounts
payable, accrued expenses and debt approximate fair value.
RENTAL FURNITURE
Rental furniture is stated at cost and depreciated on a straight-line
basis at a rate of 1% per month, which is designed to approximate an estimated
useful life of four years with provision for a 50% residual value.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost, including interest on funds
borrowed to finance the acquisition or construction of major capital additions.
Capitalized interest was $27, $15 and $0 in fiscal 1998, 1997 and 1996,
respectively. Depreciation expense is provided on a straight-line basis over
estimated useful lives of three to ten years. Leasehold improvements are
amortized on a straight-line basis over the terms of the respective leases.
Expenditures that enhance or extend the useful lives of the assets involved are
capitalized. Maintenance and repair expenditures are expensed as incurred. When
property and equipment is retired or otherwise disposed of, the related cost and
accumulated depreciation are removed from the accounts, and any resulting gain
or loss is included in income.
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets to be Disposed of", was adopted in
fiscal year 1997. The implementation of this Statement did not have a material
impact on the Company's financial statements.
F-6
26
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
GOODWILL AND OTHER INTANGIBLES
Goodwill and other intangibles are amortized on a straight-line basis
over periods ranging from three to twenty years. The Company periodically
reviews goodwill and other intangibles and impairments will be recognized if a
permanent decline in value has occurred. Accumulated amortization of goodwill
and other intangibles was $1,228 and $225 at February 28, 1998 and 1997,
respectively.
REVENUE RECOGNITION
Leases of furniture generally have an initial term of three to six
months in duration and can be extended by the customer on a month-to-month
basis. Leased housing unit rentals vary in terms from a few days to several
months. Furniture rentals and leased housing unit rentals are accounted for as
operating leases, and revenue is recorded in the month earned. For sales of
furniture, as well as rental buyouts, revenue and related cost of sales are
recorded when the furniture is delivered or taken off lease.
ADVERTISING
The costs of advertising are generally expensed as incurred.
OTHER EXPENSES
Other expenses are mainly comprised of interest charges.
INCOME TAXES
In accordance with SFAS No. 109, "Accounting for Income Taxes",
deferred taxes are provided for all differences between the financial statement
basis and the tax basis of assets and liabilities using the enacted tax rate. A
valuation allowance is provided for deferred tax assets which are more likely
than not unrealizable.
EARNINGS PER SHARE
The Company adopted SFAS No. 128, "Earnings per Share", in fiscal 1998.
All earnings per share amounts for prior years have been restated to conform to
this statement, which had no material effect on the previously reported earnings
per share.
For all periods presented, basic earnings per share was calculated by
dividing net income applicable to common stock by the weighted average number of
shares outstanding during the period. Net income applicable to common stock is
net income reduced by preferred stock dividends.
For all periods presented, diluted earnings per share was calculated by
dividing net income applicable to common stock by the weighted average number of
shares and dilutive potential common shares outstanding during the period.
Potential common shares include outstanding stock options for all periods
presented and contingently issuable shares in fiscal 1998.
F-7
27
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following table presents the calculation of basic and diluted
earnings per share for the periods indicated.
Years Ended February 28/29,
----------------------------
1998 1997 1996
------ ------ ------
Net income used to calculate basic and diluted
earnings per share $4,065 $3,908 $2,724
====== ====== ======
Weighted average common shares used to calculate
basic earnings per share 4,475 4,336 2,600
====== ====== ======
Basic earnings per common share $ 0.91 $ 0.90 $ 1.05
====== ====== ======
Shares used in the calculation of diluted earnings per share:
Weighted average common shares 4,475 4,336 2,600
Dilutive effect of assumed exercise of options
for the purchase of common shares 82 36 50
Dilutive effect of assumed issuance of
contingently issuable shares 20 - -
------ ------ ------
Weighted average common shares used to calculate
diluted earnings per share 4,577 4,372 2,650
====== ====== ======
Diluted earnings per common share $ 0.89 $ 0.89 $ 1.03
====== ====== ======
USE OF ESTIMATES
The financial statements, which are prepared in conformity with
generally accepted accounting principles, require management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported periods.
Actual results could differ from these estimates.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the
current year presentation.
STOCK OPTION PLAN
The Company follows Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees", in accounting for its employee stock
options and has not recognized compensation expense for those options granted in
the years ended February 28, 1998 and 1997. As permitted by SFAS No. 123,
"Accounting for Stock-Based Compensation", the Company has elected to adopt the
disclosure only provisions. (See Note 8 for further information.)
F-8
28
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued SFAS No.
130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information". Both pronouncements must be
adopted in fiscal year 1999. SFAS No. 130 requires reporting of comprehensive
income and its components in a full set of general purpose financial statements.
SFAS No. 131 establishes standards to align internally generated and externally
reported segment information in annual financial statements and requires
selected information about operating segments to be included in interim
financial reporting.
The Company is currently evaluating the impact of these pronouncements
on its future financial reporting.
NOTE 2--ACQUISITIONS:
- ---------------------
During fiscal 1998, the Company completed seven acquisitions and
settled contingent consideration on a fiscal 1997 acquisition. These
transactions were completed by payment of approximately $16.3 million in cash,
issuance of 94,595 shares of common stock and assumption of certain liabilities.
Additional contingent consideration is payable in cash of up to $3.5 million and
common stock, currently held in escrow, of up to 122,300 shares. Payment of
contingent consideration is subject to meeting certain earnings levels and
certain representations and warranties.
All fiscal 1998 acquisitions operate in the corporate housing business,
providing short-term housing to transferring or temporarily assigned corporate
personnel, new hires, trainees and consultants. At their respective dates of
acquisition, these businesses maintained inventories totaling approximately
2,600 leased housing units and had annual revenues in their most recent fiscal
year totaling $34.1 million.
The following significant acquisitions are included in the amounts
presented above.
On April 28, 1997, Globe acquired substantially all the assets of
privately owned The Hotel Alternative, Inc., based in Seattle, Washington, for
approximately $3,400 in cash, the assumption of certain liabilities and
contingent consideration consisting of up to $1,000 payable in calendar year
1998 and up to 50,000 shares of Globe common stock, currently held in escrow,
issuable in calendar year 1998.
On November 1, 1997, Globe acquired privately owned Oxford Furnished
Apartments, Inc., based in Indianapolis, Indiana, pursuant to a stock purchase
agreement for $6.0 million in cash, 91,000 shares of Globe common stock, and
contingent consideration payable in cash by March 1, 1998, subject to certain
levels of operating income for the twelve months ended December 31, 1997. At
closing, Globe paid $6.0 million in cash and delivered 63,700 shares of common
stock. The remaining 27,300 shares of common stock were placed in escrow to be
distributed November 1, 1998 if certain representations and warranties are met.
On December 1, 1997, Globe acquired substantially all the assets of
privately owned O'Shaughnessy Enterprises, Inc., dba Suite Living, based in
Oceanside, California, for approximately $2,600 in cash, 73,395 shares of Globe
common stock and the assumption of certain liabilities. The cash component was
paid on January 2, 1998 by means of a 6% promissory note, while 28,395 shares of
common stock were issued at closing. The remaining 45,000 shares, currently held
in escrow, are issuable December 1, 1998 if certain representations and
warranties are met.
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, 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.
In accordance with APB No. 16, all acquisitions were accounted for
using the purchase method.
F-9
29
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The purchase price allocation for the businesses is as follows:
Cash, receivables and prepaids $ 1,479
Rental furniture 683
Property and equipment 331
Other assets 202
Goodwill and other intangibles 17,456
--------
20,151
Liabilities assumed (2,235)
--------
$ 17,916
========
The following table sets forth certain consolidated income statement
data on an unaudited proforma basis, as if the businesses were acquired at the
beginning of the periods indicated.
Twelve months ended February 28,
-------------------------------------
1998 1997
---- ----
Revenues $ 130,653 $ 101,610
Net income 5,035 4,194
Basic earnings per common share $ 1.11 $ 0.95
Diluted earnings per common share $ 1.08 $ 0.94
Weighted average number of common
shares outstanding:
Basic 4,539 4,428
Diluted 4,641 4,464
SUBSEQUENT EVENTS (UNAUDITED):
- ------------------------------
In March 1998, the Company paid approximately $2,260 in contingent
consideration related to two fiscal 1998 acquisitions.
On April 30, 1998, the Company paid approximately $1.9 million in
acquiring certain assets of Express Rental, Inc., a privately owned furniture
rental business based in Ventura, California. The business, dba Express
Furniture Rental, has annual revenues of approximately $2.0 million.
NOTE 3--GRANTREE DEBENTURE:
- ---------------------------
Effective January 4, 1993, the Company acquired all of the outstanding
stock of GranTree Corporation. In March 1991, GranTree filed for Chapter 11
bankruptcy, and in March 1992, a plan of reorganization was confirmed by the
U.S. Bankruptcy Court. As part of the bankruptcy proceedings, GranTree issued a
non-interest bearing convertible debenture in the principal amount of ten
dollars. Globe had purchased an interest of approximately 73% of this debenture
prior to February 1994. This debenture was convertible until March 31, 1996 into
20% of GranTree's common stock issued and outstanding after the conversion. In
February 1996, GranTree gave notice to Fleet National Bank ("Fleet"), the record
holder of the debenture and Agent for the parties holding a beneficial interest
in the debenture, that the expiration of the debenture conversion period and
debenture maturity date would occur on March 31, 1996. Fleet provided the
required notice to all parties having a beneficial interest in the debenture
F-10
30
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
of the March 31, 1996 expiration of the conversion period and debenture maturity
date. The debenture was not converted and was subsequently retired in April
1996.
NOTE 4--RENTAL FURNITURE:
- -------------------------
Rental furniture consists of the following:
February 28,
------------------------------
1998 1997
------------- -------------
Furniture on rental $ 41,884 $ 39,509
Furniture on hand 21,537 16,808
------------- -------------
63,421 56,317
Accumulated depreciation (10,201) (7,855)
------------- -------------
$ 53,220 $ 48,462
============= =============
NOTE 5--PROPERTY AND EQUIPMENT AND LEASES:
Property and equipment consists of the following:
February 28,
------------------------------
1998 1997
------------- -------------
Land $ 370 $ 370
Buildings 1,950 277
Leasehold improvements 2,569 2,347
Delivery equipment 1,973 1,249
Office and store equipment 4,963 1,928
Assets under capital lease (primarily delivery
and computer equipment) 1,231 1,622
Construction in progress 1 1,266
------------- -------------
13,057 9,059
Accumulated depreciation and amortization (5,314) (4,152)
------------- -------------
$ 7,743 $ 4,907
============= =============
The Company leases certain real property and equipment under operating
leases from unrelated third parties and from certain of the Company's officers
and directors. Lease terms range from one to fifteen years. Rental expense was
$4,149, $3,703 and $3,459 in 1998, 1997 and 1996, respectively.
Acquisition of assets financed through capital leases totaled $543,
$153 and $265 in 1998, 1997 and 1996, respectively.
F-11
31
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Minimum future rentals under noncancelable capital and operating leases
at February 28, 1998 are as follows:
Operating Leases
---------------------
Capital Related Unrelated
Leases Parties Parties Total
-------- -------- -------- --------
1999 $ 315 $ 653 $ 3,118 $ 4,086
2000 227 209 2,127 2,563
2001 205 110 1,705 2,020
2002 - - 994 994
2003 - - 452 452
Thereafter - - 223 223
-------- -------- -------- --------
Total minimum lease payments 747 972 8,619 10,338
Amounts receivable from sublease - - (205) (205)
-------- -------- -------- --------
Minimum future lease obligations 747 $ 972 $ 8,414 $ 10,133
======== ======== ========
Amount representing interest (51)
--------
Present value of capital lease obligations $ 696
========
F-12
32
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 6--DEBT:
- -------------
Outstanding debt consists of:
February 28,
----------------------------------
1998 1997
-------------- --------------
The Fifth Third Bank and PNC Bank unsecured
revolving note, average interest of 7.39% $ 16,476 $ -
The Fifth Third Bank, PNC Bank, KeyBank and
Fountain Square Commercial Funding Corp.
secured revolving note, average interest
of 7.59% - 28,554
7.54% Senior Notes, unsecured, interest
payable semi-annually on March 1 and
September 1, due September 1, 2007 30,000 -
6.0% note payable to seller of acquired
business, payable in monthly installments,
due December 31, 2000 850 1,150
7.5% note payable to seller of acquired
business, payable in monthly installments,
due November 2, 1998 181 271
7.2% mortgage note payable to The Fifth
Third Bank, interest payable in monthly
installments, due December 1, 2002 1,510 -
Capital lease obligations 696 541
-------------- --------------
$ 49,713 $ 30,516
============== ==============
On September 29, 1997, the Company obtained a $30 million unsecured
line of credit which replaced a secured $45 million line of credit obtained on
December 16, 1996. Interest rates for this revolving line of credit are based on
a leverage formula, which is currently the lesser of the prime rate minus 25
basis points or LIBOR plus 150 basis points. At February 28, 1998, the line of
credit provided up to $30 million of financing for the Company and provided a
total unused credit facility of approximately $13.5 million. Unused facility
fees are payable at 0.20% per year. The term of the line of credit will expire
on September 30, 2000. Interest rates for the prior line of credit were based on
a leverage formula, which at February 28, 1997 was the lesser of the prime rate
plus 50 basis points or LIBOR plus 225 basis points. Borrowings were permitted
up to the lesser of $45 million or the maximum available under borrowing base
calculations and were secured by eligible furniture, leases and accounts
receivable.
The September 29, 1997 line of credit contains covenants that limit the
amount of dividends or distributions the Company can pay on its common stock and
the amount of its
F-13
33
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
own stock the Company can repurchase. The Company may pay dividends or
distributions on its common stock or repurchase shares of its common stock as
long as the aggregate amount is not in excess of $2 million in any fiscal year.
Any portion of such $2 million which is not utilized in a fiscal year ending
February 28/29 will be available for utilization during the next fiscal year in
addition to the $2 million already available for that year.
On March 13, 1997, the Company obtained a $1.5 million construction
loan with The Fifth Third Bank to fund construction of a showroom/clearance
center/warehouse facility. Effective December 1, 1997 the construction loan was
amended to a mortgage note due December 1, 2002, with principal and interest
payable monthly. The Company can elect to fix the interest rate for a one,
three, or five year period based on the corresponding Treasury Note rate plus
175 basis points. Principal and interest are amortized over a fifteen year
period. At February 28, 1998 the interest rate was 7.2%.
On September 29, 1997, the Company completed a private placement of $30
million of unsecured 7.54% Senior Notes due September 1, 2007, with interest
payable semi-annually on March 1 and September 1. These Senior Notes may be
redeemed at a premium after one year.
The aggregate payments of debt outstanding at February 28, 1998 for the
next five fiscal years and thereafter are summarized as follows:
1999 $ 823
2000 575
2001 16,996
2002 4,359
2003 5,532
Thereafter 21,428
-------------
$ 49,713
=============
NOTE 7--SHAREHOLDERS' EQUITY:
- -----------------------------
One hundred thousand authorized but unissued shares of preferred stock
may be issued from time to time in series having such designated preferences and
rights, qualifications and limitations as the Board of Directors may determine
without any approval of shareholders.
SUBSEQUENT EVENT:
- -----------------
On March 12, 1998, the Company's Board of Directors approved a program
for the repurchase of up to $3 million of the Company's outstanding common
stock. Shares may be purchased as market conditions warrant in the open market
or in privately negotiated transactions.
NOTE 8--STOCK OPTIONS:
- ----------------------
Nonqualified options to purchase shares of the Company's common stock
were granted to certain key employees of the Company in April 1989, 1990 and
1992 under separate stock option agreements with these employees. Such options
were granted at a price equal to the market value at the date of grant. The
options expire ten years after the date of grant.
Effective January 11, 1996 and April 8, 1997, the Company established
new stock option plans (the 1996 Plan and 1997 Plan, respectively) which provide
for the grant of options to purchase up to 200,249 and 150,000 shares of common
stock, respectively. Both Plans are administered by the Compensation Committee
of the Company's Board of Directors. The Committee intends to grant options at
prices which are at least 95% of the market value at the date of grant. The
maximum number of shares with respect to which options may be granted to any
employee during each fiscal year of the Company is 19,071 under the 1996 Plan
and 20,000 under the 1997 Plan. Options under both plans become exercisable at
F-14
34
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
the rate of 25% per year commencing one year after grant or as determined by the
Committee and expire ten years after date of grant. The Plans provide for the
grant of both incentive stock options and nonqualified stock options.
Effective April 8, 1997 the Company established a new Directors stock
option plan (the Directors Plan) which provides for the grant of options to
purchase up to 50,000 shares of common stock to non-employee directors of the
Company. The Directors Plan is administered by a committee of the Company's
Board of Directors. Each eligible director will receive options to purchase
1,000 shares of common stock upon election to the Board of Directors. Options
are priced at the last closing sales price reported immediately prior to the
date of grant and are immediately exercisable. The options expire ten years
after date of grant.
In March 1996, options to purchase 94,000 shares of the Company's
common stock were granted under the 1996 Plan at the initial public offering
price of $11.50. The exercise price of all but 12,000 of these options was
modified to $8.00 per share in November, 1996.
The following information represents certain data as required by SFAS
No. 123, "Accounting for Stock-Based Compensation".
Weighted
Number of Average
Shares Price
------------ ------------
Options outstanding at February 28, 1995 74,379 $ 0.61
------------ ------------
Granted -
Canceled (24,793) $ 0.61
Exercised -
Options outstanding at February 29, 1996 49,586 $ 0.61
------------ ------------
Granted 149,000 $ 8.28
Canceled (22,000) $ 8.00
Exercised (24,793) $ 0.61
Options outstanding at February 28, 1997 151,793 $ 7.07
------------ ------------
Granted 192,500 $ 19.72
Canceled (42,687) $ 10.52
Exercised (13,188) $ 3.36
Options outstanding at February 28, 1998 288,418 $ 15.18
------------ ------------
The fair value of each option granted during fiscal 1998 and 1997 is
estimated using the Black-Scholes option-pricing model assuming: (1) average
risk-free interest rate of 6.07% and 6.08%, respectively, (2) expected life of 5
years, (3) expected volatility of 40% and (4) no dividend yield.
The weighted average fair value of options granted in fiscal 1998 and
1997 was $8.74 and $4.38, respectively.
F-15
35
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following tables summarize stock options outstanding and
exercisable at February 28, 1998:
Options Outstanding
-----------------------------------------------------------------------------------------------------
Weighted Average
Range of Exercise Options Remaining Weighted Average
Prices Outstanding Contractual Life Exercise Price
-------------------- -------------------- --------------------- -----------------------
$0.35 - $1.03 16,793 2.74 yrs. $0.74
$8.00 90,625 8.30 yrs. $8.00
$9.75 - $14.38 35,000 8.85 yrs. $12.20
$18.75 - $23.00 146,000 9.66 yrs. $22.00
$0.35 - $23.00 288,418 8.73 yrs. $15.18
Options Exercisable
-----------------------------------------------------------------------------
Range of Exercise Options Weighted Average
Prices Outstanding Exercise Price
-------------------- -------------------- -----------------------
$0.35 - $1.03 16,793 $0.74
$8.00 21,066 $8.00
$9.75 - $14.38 6,000 $12.94
$18.75 - $23.00 - $0.00
$0.35 - $23.00 43,859 $5.89
Had compensation expense been recorded for 1998, 1997 and 1996 grants
for stock-based compensation plans in accordance with the provisions of SFAS No.
123, the Company would have reported net income and earnings per share as
follows:
1998 1997 1996
------------ ------------ ------------
Net income applicable to common stock:
As reported $ 4,065 $ 3,908 $ 2,724
Pro forma $ 3,894 $ 3,810 $ 2,724
Earnings per common share:
As reported
Basic $ 0.91 $ 0.90 $ 1.05
Diluted $ 0.89 $ 0.89 $ 1.03
Pro forma
Basic $ 0.87 $ 0.88 $ 1.05
Diluted $ 0.85 $ 0.87 $ 1.03
F-16
36
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 9--INCOME TAXES:
- ---------------------
The components of income tax expense for the years ended February 28,
1998, February 28, 1997 and February 29, 1996 are as follows:
February 28/29,
--------------------------------------------
1998 1997 1996
------------ ------------ ------------
Current $ 931 $ 1,067 $ 597
Deferred 1,282 992 1,161
State and local taxes 385 419 378
------------ ------------ ------------
$ 2,598 $ 2,478 $ 2,136
============ ============ ============
Deferred tax assets and liabilities consist of the following:
February 28,
-------------------------
1998 1997
---------- ----------
Deferred assets:
Alternative minimum tax (AMT) credit carryforwards $ 994 $ 1,133
Deferred state taxes 190 192
Accruals 834 539
Excess GranTree tax basis 140 330
Capitalized reorganization costs 299 299
Other 205 85
---------- ----------
2,662 2,578
Deferred liabilities:
Depreciation and other (6,513) (5,147)
---------- ----------
Net deferred liability (3,851) (2,569)
Valuation allowance (332) (332)
---------- ----------
Liability reflected in balance sheet $ (4,183) $ (2,901)
========== ==========
A reconciliation of the effective tax rate to the statutory federal tax
rate is summarized as follows:
February 28/29,
--------------------------------------------
1998 1997 1996
------------ ------------ ------------
Federal income taxes at 34% statutory rate $ 2,265 $ 2,171 $ 1,824
State and local taxes, net of federal benefit 304 267 249
Permanent differences 19 16 37
Other 10 24 26
------------ ------------ ------------
Provision for income taxes $ 2,598 $ 2,478 $ 2,136
============ ============ ============
The AMT credit carryforwards of $994 at February 28, 1998 can be
carried forward indefinitely. As a result of the initial public offering and the
subsequent ownership
F-17
37
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
change of the Company by more than 50%, the annual utilization of the AMT credit
carryforward is limited. The Company incurred the alternative minimum tax for
fiscal 1996 and began using the alternative minimum tax carryforward in fiscal
1997.
The tax basis of GranTree's net assets at the date of its acquisition
by Globe exceeded the financial reporting basis. However, income tax regulations
limit the portion of such excess basis that can be deducted for income tax
purposes, with approximately $971 available for Globe's future use. The Company
began using this deduction in fiscal 1998. At February 28, 1998, approximately
$515 of the excess basis was available as a tax deduction.
The valuation allowance primarily relates to capitalized reorganization
costs, which can only be realized upon disposition of GranTree.
NOTE 10--401(K) PLANS:
- ----------------------
The Company maintains a defined benefit contribution plan for its
employees. An employee must complete one year of service and attain the age of
21 to be eligible to participate in the plan. To satisfy the required period of
service, an employee must complete at least 1,000 hours of service during a
consecutive twelve-month period. Eligible employees may elect to have between 1%
and 15% of their before-tax pay contributed to the plan. The Company will make a
matching contribution of 25 cents on each dollar contributed by a participant up
to 4% of a participant's total pay. Participants become vested in the Company
contributions to the extent of 10% after one year, 25% after two years, 45%
after three years, 70% after four years, and 100% after five years.
Expense related to this plan was $70, $58 and $82 in 1998, 1997 and
1996, respectively.
Employees of the former Oxford Furnished Apartments, Inc. are currently
covered by a defined benefit contribution plan established by the prior owners.
Terms are identical to Globe's plan except that participants become vested in
the Company contributions to the extent of 0% after one year, 20% after two
years, 40% after three years, 60% after four years, 80% after five years and
100% after six years. The Company match is a discretionary amount determined
annually.
NOTE 11--RELATED PARTY TRANSACTIONS:
- ------------------------------------
The Company leases certain real property and equipment under operating
leases from certain of the Company's officers and directors. Lease terms range
from one to ten years. Related party rental expenses were $754, $771 and $756 in
1998, 1997 and 1996, respectively.
On January 20, 1998 the Company issued a relocation loan of $100 to an
officer. Interest accrues at the rate of 7.5% per annum and is payable annually
on the anniversary date of the promissory note evidencing the debt. The
principal amount is payable in a lump sum on the third anniversary date of the
note.
SUBSEQUENT EVENTS:
- ------------------
On March 31, 1998 one of the operating leases with certain of the
Company's officers and directors was canceled at no penalty to the Company.
On May 1, 1998 the Company purchased for resale the home of an officer
for $328 in connection with the officer's relocation.
F-18
38
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 12--QUARTERLY INFORMATION (UNAUDITED):
- -------------------------------------------
Quarterly Operating Results - The following are quarterly results of
consolidated operations for fiscal 1998 and fiscal 1997 (in thousands except per
share data).
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
--------- --------- --------- --------- ---------
FISCAL YEAR ENDED FEBRUARY 28, 1998
Revenues $ 22,192 $ 25,086 $ 28,033 $ 28,589 $ 103,900
Gross profit 11,775 13,271 13,987 12,024 51,057
Operating income 2,553 3,218 2,928 1,205 9,904
Net income 1,162 1,486 1,257 160 4,065
Earnings per common share:
Basic $ 0.26 $ 0.33 $ 0.28 $ 0.04 $ 0.91
Diluted $ 0.26 $ 0.33 $ 0.27 $ 0.03 $ 0.89
FISCAL YEAR ENDED FEBRUARY 28, 1997
Revenues $ 13,113 $ 17,710 $ 17,604 $ 19,093 $ 67,520
Gross profit 8,443 10,115 10,087 10,668 39,313
Operating income 1,555 2,184 2,082 1,933 7,754
Net income 824 1,123 1,046 915 3,908
Earnings per common share:
Basic $ 0.19 $ 0.26 $ 0.24 $ 0.21 $ 0.90
Diluted $ 0.19 $ 0.26 $ 0.24 $ 0.20 $ 0.89
F-19
39
GLOBE BUSINESS RESOURCES, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Charged
(Credited) Charged
Balance at to Cost (Credited) Balance at
Beginning and to Other End of
Description of Period Expenses Accounts Deductions Period
- ---------------------------------------- ------------- ------------- ------------- ------------- -------------
Allowance for doubtful accounts:
Year ended February 28, 1998 $ 460 $ 541 $ - $ 392 $ 609
Year ended February 28, 1997 327 173 - 40 460
Year ended February 29, 1996 447 57 - 177 327
Charged
Balance at (Credited) Balance at
Beginning to Other End of
Description of Period Accounts Deductions Period
- ---------------------------------------- ------------- ------------- ------------- -------------
FAS 109 valuation allowance:
Year ended February 28, 1998 $ 332 $ - $ - $ 332
Year ended February 28, 1997 332 - - 332
Year ended February 29, 1996 299 33 - 332
F-20
40
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) Documents filed as part of this Report:
1. Financial Statements are included in Part II, Item 8.
2. Financial Statement Schedules are included in Part II, Item 8.
3. Exhibits - see Exhibit Index.
(b) Reports on Form 8-K filed during the fourth quarter of fiscal 1998: None
S-1
41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ David D. Hoguet
-------------------
David D. Hoguet
Chief Executive Officer
Signed: May 8, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Capacity Date
- --------- -------- ----
/s/ David D. Hoguet
- ----------------------------
David D. Hoguet Director May 8, 1998
/s/ Blair D. Neller
- ----------------------------
Blair D. Neller Director May 8, 1998
/s/ Alvin Z. Meisel
- ----------------------------
Alvin Z. Meisel Director May 8, 1998
/s/ William R. Griffin
- ----------------------------
William R. Griffin Director May 8, 1998
/s/ Thomas C. Parise
- ----------------------------
Thomas C. Parise Director May 8, 1998
/s/ Sharon G. Kebe Senior Vice President-
- ---------------------------- Finance and Treasurer
Sharon G. Kebe (Principal Financial Officer) May 8, 1998
42
GLOBE BUSINESS RESOURCES, INC.
INDEX TO EXHIBITS
Number Exhibit Description
- ------ -------------------
3.1 Amended and Restated Articles of Incorporation of the Registrant (a)
3.1(i) Amendment to Articles of Incorporations (b)
3.2 Code of Regulations of the Registrant (a)
4.1 Form of Stock Certificate (a)
10.1 Amended and Restated Credit Agreement among the Registrant, GranTree
Corporation, The Fifth Third Bank, PNC Bank and Society National Bank
dated as of February 28, 1996 (a)
10.2 Amended and Restated Credit Agreement among the Registrant, GranTree
Corporation, Interim Quarters, LTD, Corporate Stay International, Inc.,
The Fifth Third Bank, PNC Bank, KeyBank National Bank and Fountain
Square Commercial Funding Corp. dated as of December 16, 1996 (d)
10.3 Tax Allocation Agreement for Registrant and its subsidiaries dated as
of December 31, 1992 (a)
10.4 GranTree Corporation Convertible Debenture due 1996 (a)
10.5 Credit Agreement among the Registrant, The Fifth Third Bank and PNC
Bank dated as of September 29, 1997 (b)
10.6 7.54% Senior Notes due September 1, 2007 among the Registrant, Security
Life of Denver Insurance Company, Life Insurance Company of Georgia,
Peerless Insurance Company, Indiana Insurance Company and Southland
Life Insurance Company dated as of September 1, 1997 (b)
MANAGEMENT COMPENSATORY CONTRACTS
10.7 1996 Stock Option Plan (a)
10.8 Amended Severance Agreement for David D. Hoguet (a)
10.9 Amended Severance Agreement for Blair D. Neller (a)
10.10 1997 Stock Option and Incentive Plan (c)
10.11 1997 Directors Stock Option plan (c)
10.12 Severance Agreement for Jeffery D. Pederson (b)
***********************************************************************
21 Subsidiaries of the registrant
23 Consent of Price Waterhouse LLP
27 Financial data schedule
99 Safe Harbor Statement
<FN>
(a) Incorporated by reference to Registration No. 33-99894
(b) Incorporated by reference to Form 10-Q for the quarterly period ended
November 30, 1997
(c) Incorporated by reference to the definitive Proxy Statement for the 1997
Annual Meeting of Shareholders
(d) Incorporated by reference to Form 10-K for the year ended February 28, 1997
Certain instruments evidencing debt of the registrant, none of which exceed
10% of total assets, are not being filed herewith. A copy will be provided
to the SEC at its request.
</FN>
E-1