U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-16025
HEADWAY CORPORATE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2134871
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
850 Third Avenue, New York, New York 10022
(Address of principal executive offices)
(212) 508-3560
(Registrant's telephone number)
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 11,372,561
shares of common stock.
FORM 10-Q
HEADWAY CORPORATE RESOURCES, INC. AND SUBSIDIARIES
INDEX
Page
PART I. Financial Information
Financial Statements
Consolidated Balance Sheets-
June 30, 2000 (Unaudited) and December 31, 1999 3
Unaudited Consolidated Statements of Income-
Three and Six Months Ended June 30, 2000 and 1999 4
Unaudited Consolidated Statement of Stockholders'
Equity- Six Months Ended June 30, 2000 5
Unaudited Consolidated Statements of Cash Flows-
Six Months Ended June 30, 2000 and 1999 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. Other Information 12
Signatures 12
FORWARD-LOOKING STATEMENT NOTICE
When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and similar
expressions are intended to identify forward-looking statements within
the meaning of Section 27a of the Securities Act of 1933 and Section 21e
of the Securities Exchange Act of 1934 regarding events, conditions, and
financial trends that may affect the Company's future plans of
operations, business strategy, operating results, and financial position.
Persons reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are subject to
risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of
various factors. Such factors are discussed under the heading
"Management's Discussion and Analysis of Financial Condition and Results
of Operations," and also include general economic factors and conditions
that may directly or indirectly impact the Company's financial condition
or results of operations.
2
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars In Thousands)
June 30, 2000 December 31, 1999
---------------------------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 1,635 $ 1,867
Accounts receivable, trade- net 66,130 53,555
Prepaid expenses and other current assets 1,331 990
---------------------------------
Total current assets 69,096 56,412
Property and equipment, net 5,940 5,601
Intangibles, net 84,599 83,872
Deferred financing costs 1,356 1,546
Other assets 1,066 988
---------------------------------
Total assets $ 162,057 $ 148,419
=================================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 1,601 $ 2,389
Accrued expenses 4,361 3,215
Accrued payroll 17,515 14,241
Capital lease obligations, current portion 444 435
Long-term debt, current portion 68 152
Income taxes payable 2,104 533
Earnout payable 2,455 3,861
Other liabilities - 1,020
--------------------------------
Total current liabilities 28,548 25,846
Capital lease obligations, less current portion 275 523
Long-term debt, less current portion 81,000 72,750
Deferred rent 1,195 1,246
Deferred income taxes 53 53
Stockholders' equity
Preferred stock---$.0001 par value, 5,000,000
shares authorized:
Series F, convertible preferred stock-$.0001 par
value, 1,000 shares authorized, issued and
outstanding [aggregate liquidation value
$20,000] 20,000 20,000
Common stock-$.0001 par value, 20,000,000 shares
authorized; 11,372,561 shares issued and
outstanding at June 30, 2000 and December 31,
1999 1 1
Additional paid-in capital 19,820 19,820
Treasury stock at cost (3,211) (3,191)
Notes receivable (90) (126)
Deferred compensation (408) (440)
Retained earnings 14,886 11,929
Other comprehensive income (12) 8
---------------------------------
Total stockholders' equity 50,986 48,001
---------------------------------
Total liabilities and stockholders' equity $ 162,057 $ 148,419
=================================
See accompanying notes
3
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(Dollars In Thousands)
Three months ended June 30, Six months ended June 30,
2000 1999 2000 1999
------------------------------------------------------
Revenues $ 96,655 $ 92,172 $ 192,970 $ 184,826
Operating expenses:
Direct costs 70,478 71,042 140,374 140,772
Selling, general and
administrative 19,698 14,885 39,839 31,863
Termination of employment
contract - - - 2,329
Depreciation and amortization 1,292 1,046 2,572 2,062
------------------------------------------------------
91,468 86,973 182,785 177,026
Operating income 5,187 5,199 10,185 7,800
Other (income) expenses:
Interest expense 2,050 1,576 3,898 3,036
Interest income (32) (3) (55) (30)
------------------------------------------------------
2,018 1,573 3,843 3,006
Income before income
tax expense 3,169 3,626 6,342 4,794
Income tax expense 1,367 1,543 2,721 2,061
------------------------------------------------------
Net Income 1,802 2,083 3,621 2,733
Preferred dividend requirements (375) (275) (664) (550)
------------------------------------------------------
Net income available for
common stockholders $ 1,427 $ 1,808 $ 2,957 $ 2,183
======================================================
Basic earnings per common
share: $ .14 $ .18 $ .28 $ .21
======================================================
Diluted earnings per common
share: $ .13 $ .15 $ .25 $ .19
======================================================
See accompanying notes
4
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity
Six Months Ended June 30, 2000
(Unaudited)
(Dollars in Thousands)
- -----------------------------------------------------------------------------------------------------
Series F Convertible Additional
Preferred Stock Common Stock Paid-in Treasury Stock
Shares Amount Shares Amount Capital Shares Amount
- -----------------------------------------------------------------------------------------------------
Balance - December 31, 1999 1,000 $ 20,000 11,372,561 $ 1 $ 19,820 (670,100) $ (3,191)
Repayment of notes receivable - - - - - - -
Amortization of stock-based
compensation - - - - - - -
Preferred stock dividends - - - - - - -
Purchase of treasury stock - - - - - (5,000) (20)
Translation adjustment - - - - - - -
Net income - - - - - - -
Comprehensive income - - - - - - -
- -----------------------------------------------------------------------------------------------------
Balance - June 30, 2000 1,000 $ 20,000 11,372,561 $ 1 $ 19,820 (675,100) $ (3,211)
- -----------------------------------------------------------------------------------------------------
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity, Continued
Six Months Ended June 30, 2000
(Unaudited)
(Dollars in thousands)
- -------------------------------------------------------------------------------------------
Accumulated
Other Total
Notes Deferred Retained Comprehensive Stockholders'
Receivable Compensation Earnings Income Equity
- -------------------------------------------------------------------------------------------
Balance - December 31, 1999 $ (126) $ (440) $ 11,929 $ 8 $ 48,001
Repayment of notes receivable 36 - - - 36
Amortization of stock-based
compensation - 32 - - 32
Preferred stock dividends - - (664) - (664)
Purchase of treasury stock - - - - (20)
Translation adjustment - - - (20) (20)
Net income - - 3,621 - 3,621
Comprehensive income - - - - 3,601
- -------------------------------------------------------------------------------------------
Balance - June 30, 2000 $ (90) $ (408) $ 14,886 $ (12) $ 50,986
- -------------------------------------------------------------------------------------------
5
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars In Thousands)
Six months ended June 30,
2000 1999
-------------------------
Operating activities:
Net income $ 3,621 $ 2,733
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 2,572 2,062
Amortization of deferred financing costs 193 172
Provision for bad debt 244 285
Amortization of deferred compensation 32 -
Changes in assets and liabilities net of effect
of acquisitions:
Accounts receivable (12,819) (7,065)
Prepaid expenses and other assets (419) (170)
Accounts payable and accrued expenses 312 534
Accrued payroll 3,274 2,522
Income taxes payable 1,571 603
Deferred rent (51) -
-------------------------
Net cash (used in) provided by operating
activities (1,470) 1,676
-------------------------
Investing activities:
Expenditures for property and equipment (976) (921)
Repayment from notes receivable 36 25
Cash paid for acquisitions (4,025) (9,109)
------------------------
Net cash (used in) investing activities (4,965) (10,005)
------------------------
Financing activities:
Net proceeds from revolving credit line 8,250 9,450
Repayment of long-term debt (84) (73)
Payment of capital lease obligations (239) (201)
Payments of loan acquisition fees - (164)
Payments of other loans (1,020) -
Purchase of treasury stock (20) (1,553)
Cash dividends paid (664) (550)
------------------------
Net cash provided by financing activities 6,223 6,909
------------------------
Effect of exchange rate changes on cash and cash
equivalents (20) (11)
Decrease in cash and cash equivalents (232) (1,431)
Cash and cash equivalents at beginning of period 1,867 4,157
------------------------
Cash and cash equivalents at end of period $ 1,635 $ 2,726
========================
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ 3,256 $ 2,864
========================
Income taxes $ 1,189 $ 1,441
========================
6
HEADWAY CORPORATE RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(1) BASIS OF PRESENTATION
Headway Corporate Resources, Inc. and its wholly owned subsidiaries
provide strategic staffing solutions and personnel worldwide. Its
operations include information technology staffing, temporary staffing,
contract staffing, permanent placement and executive search.
Headquartered in New York, the Company also has offices in California,
Connecticut, Florida, New Jersey, North Carolina, Virginia, and Texas.
The Company also has executive search offices in New York, Illinois,
Massachusetts, the United Kingdom, Japan, Hong Kong and Singapore. These
consolidated financial statements include the accounts of Headway
Corporate Resources, Inc. and its subsidiaries (collectively referred to
as the "Company").
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the six months ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2000.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the consolidated financial statements
amendment no. 1 to the Company's form 10-K for the year ended December
31, 1999
(2) INTANGIBLES
During the six months ended June 30, 2000, additional purchase price of
$2,619,000 was recorded as goodwill upon the determination that the
earnouts had been met on certain acquisitions made in 1998 and 1999.
(3) TERMINATION OF EMPLOYMENT CONTRACT
In March 1999, the Company incurred costs of $2,329,000 associated with
the termination of an employment contract.
7
(4) EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
Three months ended June 30, Six months ended June 30,
2000 1999 2000 1999
------------------------------------------------------
Numerator:
Net income $ 1,802,000 $ 2,083,000 $ 3,621,000 $ 2,733,000
Preferred dividend requirements (375,000) (275,000) (664,000) (550,000)
------------------------------------------------------
Numerator for basic earnings per share--net
income available for common stockholders 1,427,000 1,808,000 2,957,000 2,183,000
Effect of dilutive securities:
Preferred dividend requirements 375,000 275,000 664,000 550,000
------------------------------------------------------
Numerator for diluted earnings per share
- net income available for common
stockholders after assumed conversions $ 1,802,000 $ 2,083,000 $ 3,621,000 $ 2,733,000
======================================================
Denominator:
Denominator for basic earnings per share--
weighted average shares 10,572,461 10,165,245 10,572,516 10,259,589
Effect of dilutive securities:
Stock options and warrants 54,907 448,918 128,680 544,934
Convertible preferred stock 3,584,299 3,584,299 3,584,299 3,584,299
------------------------------------------------------
Dilutive potential common stock 3,639,206 4,033,217 3,712,979 4,129,233
Denominator for diluted earnings per share
-adjusted weighted-average shares and
assumed conversions 14,211,667 14,198,462 14,285,495 14,388,822
======================================================
Basic earnings per share $ .14 $ .18 $ .28 $ .21
======================================================
Diluted earnings per share $ .13 $ .15 $ .25 $ .19
======================================================
8
(5) BUSINESS SEGMENTS
The Company classifies its business into two fundamental areas, staffing
and executive search. Staffing consists of the placement and payrolling
of temporary and permanent office, clerical and information technology
professional personnel. Executive search focuses on placing middle to
upper level management positions. The Company evaluates performance
based on the segments' profit from operations before unallocated
corporate overhead.
Three months ended June 30, 2000 Three months ended June 30, 1999
---------------------------------------------------------------------
Staffing Executive Search Staffing Executive Search
---------------------------------------------------------------------
Revenue $ 87,359,000 $ 9,296,000 $ 86,160,000 $ 6,012,000
Segment profit 1,045,000 1,271,000 1,581,000 1,016,000
Six months ended June 30,2000 Six months ended June 30,1999
-------------------------------------------------------------------
Staffing Executive Search Staffing Executive Search
-------------------------------------------------------------------
Revenues $ 172,286,000 $ 20,684,000 $ 170,120,000 $ 14,706,000
Segment profit 1,514,000 3,121,000 2,646,000 2,500,000
A reconciliation of combined segment profit to consolidated net income is
as follows:
Three months ended June 30 Six months ended June 30
2000 1999 2000 1999
-------------------------------------------------------
Total profit for reportable segments $ 2,316,000 $ 2,597,000 $ 4,635,000 $ 5,146,000
Unallocated amounts:
Interest expense (115,000) (85,000) (193,000) (172,000)
Corporate overhead (785,000) (793,000) (1,581,000) (1,652,000)
Termination of employment contract - - - (2,329,000)
Income tax benefit 386,000 364,000 760,000 1,740,000
-------------------------------------------------------
Net income $ 1,802,000 $ 2,083,000 $ 3,621,000 $ 2,733,000
-------------------------------------------------------
(6) LONG-TERM DEBT AND CREDIT FACILITIES
On August 18, 2000 the Company's lenders agreed to amend its Senior
Credit Facility. The amendment includes, among other changes, changes to
certain financial covenants, a reduction of the facility size from $100
million to $85 million and a change in the maturity date from March 18,
2003 to April 18, 2002.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Overview
The company had solid financial performance for the second quarter of
2000 achieving record revenues. The staffing business experienced a
strong second quarter with the exception of information technology. This
is due primarily to the very limited supply of information technology
professionals with web-based applications experience. In July 2000, the
Company announced the signing of a contract with Shanghai Foreign Service
Company Ltd., ("FSCO") to be the exclusive agent representing information
technology consultants from the People's Republic of China to work in the
United States. The Company believes that this could have a significant
impact on the Company's ability to solve the supply issue for its
clients.
The executive search segment was softer than expected in the second
quarter as more candidates than usual received extremely aggressive
counter offers from current employers. The Company does not believe that
this trend will continue, however if it does it will only impact the
length of time it takes to complete the search process and not the demand
for the Company's services.
Consolidated
Revenues increased $4,483,000 or 5% to $96,655,000 for the three months
ended June 30, 2000, from $92,172,000 for the same period in 1999. For
the six months ended June 30, 2000, revenues were $192,970,000, an
increase of 4% from $184,826,000 a year earlier. These increases are
attributable to the executive search acquisition completed in the latter
part of 1999, as well as internal growth.
The executive search subsidiary, Whitney Partners, LLC (Whitney),
contributed $9,296,000 to consolidated revenues in the second quarter of
2000, an increase of $3,284,000 from $6,012,000 for the same period in
1999. For the six months ended June 30, 2000, Whitney revenues were
$20,684,000, an increase of 41% from $14,706,000 a year earlier. This
increase is attributable to the Tyzack acquisition completed in the
latter part of 1999, very strong performance from the Company's existing
executive search practice in the United Kingdom, continued improvement in
Asia and growth in the Company's e-commerce search practice in Chicago.
The staffing subsidiary, Headway Corporate Staffing Services, Inc. (HCSS)
contributed revenues of $87,359,000 to consolidated revenues in the
second quarter of 2000, an increase of $1,199,000 from $86,160,000 for
second quarter of 1999. For the six months ended June 30, 2000, HCSS
revenues were $172,286,000, an increase of 1.3% from $170,120,000 a year
earlier. Revenues were only slightly ahead of 1999, as the information
technology staffing business has not come back to the level that it was a
year ago. The primary reason for the softness in information technology
is the lack of a qualified supply of information technology professionals
in the relatively new area of web-based applications.
Total operating expenses increased $4,495,000 to $91,468,000 for the
three months ended June 30, 2000, from $86,973,000 for the same period in
1999. Direct costs decreased as a percentage of revenues to 72.9% in
2000 from 77.1% in 1999. For the six months, operating expenses
increased $5,759,000 to $182,785,000 from $177,026,000 for the same
period in 1999. For the six months, direct costs decreased as a
percentage of revenues to 72.7% in 2000 from 76.2% in 1999. The decrease
in direct costs as a percentage of revenues is a result of the Company's
changing business mix. Specifically, the executive search business that
has no direct costs is becoming a larger percentage of the Company's
total revenues. In addition, the Company experienced an increase in the
demand for permanent employees from its clients, which also has no direct
costs.
10
Direct costs for HCSS decreased as a percentage of HCSS revenues to 80.7%
for the three months ended June 30, 2000, from 82.4% for the same period
in 1999. For the six months, direct costs for HCSS declined as a
percentage of HCSS revenue to 81.5% from 82.7% last year. The decrease in
direct costs as a percentage of revenues is a result of the Company's mix
of business, which was more heavily weighted toward the higher margin
permanent placements. Selling, general and administrative expenses
increased as a percentage of revenues from 16.1% in the second quarter
1999 to 20.4% in the second quarter 2000. For the six months, selling,
general and administrative expenses increased as a percentage of revenues
from 17.2% in 1999 to 20.6% in 2000. The increase in selling, general
and administrative expenses is primarily attributable to the higher
commission expense associated with higher revenues generated from
permanent placements.
Included in operating expenses for the first quarter of 1999 is a special
charge of $2,329,000 paid in connection with the termination of an
employment agreement.
Whitney's operating expenses increased $2,533,000 to $6,701,000 in the
second quarter of 2000, from $4,168,000 for the same period last year.
For the six months of 2000, Whitney's operating expenses increased
$4,434,000 to $14,663,000 in 2000 as compared to $10,229,000 in 1999.
This increase is primarily a result of higher compensation expense
directly related to the increase in revenue, as well as the operating
expenses of Tyzack that was acquired in the latter part of 1999.
Operating income decreased $12,000 to $5,187,000 for the three months
ended June 30, 2000, compared to $5,199,000 for the three months ended
June 30, 1999. For the six month period ended June 30, 2000 operating
income increased 31% or $2,385,000 to $10,185,000 compared to $7,800,000
for the comparable period in 1999. Included in the 1999 six month
operating income is the $2,329,000 termination payment paid in the first
quarter. Excluding this payment, operating income increased $56,000 for
the six months ended June 30, 2000, compared to the same period in 1999.
Net income decreased $281,000 to $1,802,000 for the three months ended
June 30, 2000, compared to $2,083,000 for the same period in 1999. Net
income increased $888,000 to $3,621,000 for the six months ended June 30,
2000, compared to $2,733,000 for the same period in 1999. This increase
includes the termination payment in the first quarter of 1999, which had
an after tax effect of $1,351,000. Excluding this item, net income
decreased 11.3% to $3,621,000 for the six months ended June 30, 2000,
compared to $4,084,000 for the same period in 1999. The decrease in net
income was attributable to higher interest expense as a result of the
increase in debt and higher interest rates.
Liquidity and Capital Resources
Cash used in operations during the six months ended June 30, 2000 was
$1,470,000 compared with cash provided by operations of $1,676,000 for
the comparable period in 1999. The cash used in 2000 was primarily
attributable to an increase in accounts receivable, partially offset by
an increase in accrued payroll and income taxes payable.
For the six months ended June 30, 2000, the Company used $4,965,000 in
investing activities compared to $10,005,000 for the same period in 1999.
The cash used for investing activities in 2000 and in 1999 related
primarily to payments for acquisitions completed during 1997, 1998 and
1999 as well as capital expenditures.
Total net cash provided from financing activities was $6,223,000 for the
six months ended June 30, 2000, compared to net cash provided by
financing activities of $6,909,000 for the same period in 1999. The cash
generated in 2000 and 1999 was a result of additional borrowings under
the Company's senior credit facility.
The Company's working capital improved to $40,548,000 at June 30, 2000,
from $30,566,000 at December 31, 1999. Management expects that the
Company's working capital position will be sufficient to meet all of the
working capital needs for the remainder of the year. In addition, at
June 30, 2000, the Company had approximately $8,000,000 available under
its senior credit facility.
11
Year 2000 Compliance
In prior years, Headway discussed the nature of its plans related to Year
2000 compliance. As a result of those planning efforts, Headway
experienced no significant disruptions in mission critical information
technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The costs
associated with Year 2000 compliance were nominal. Headway is not aware
of any material problems resulting from Year 2000 issues with its
internal systems or the services of third parties. Headway will continue
to monitor its mission critical computer applications and those of its
supplier and vendors throughout the year to ensure that any latent Year
2000 matters that may arise are addressed properly.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Headway applied for listing of its common stock on the American Stock
Exchange, ("AMEX") which was approved, and trading of our common stock on
AMEX commenced August 3, 2000, under the symbol "HEA." Headway's Common
Stock traded on the Nasdaq National Market ("NNM") under the symbol
"HDWY" from September 4, 1998, until August 2, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: Attached only to the electronic filing by the Company with the
Securities and Exchange Commission is the Financial Data Schedule,
Exhibit Reference Number 27, in accordance with Item 601(c) of Regulation
S-K.
REPORTS ON FORM 8-K: None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
HEADWAY CORPORATE RESOURCES, INC.
Date: August 18, 2000 By: /s/ Barry S. Roseman,
President and Chief Operating Officer
(Duly Authorized and Principal Financial Officer)
12