<PAGE> 1
- --------------------------------------------------------------------------------
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, 1999
[ ] 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
-------------------
Common Stock, no par value
------------------------
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. [ ]
As of April 26, 1999, 4,797,489 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 April 26, 1999, was
approximately $37.6 million computed at the closing price of $13.125 per share
on that date.
------------------------
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 1999 Annual Meeting of
Shareholders are incorporated by reference in Part III.
- --------------------------------------------------------------------------------
<PAGE> 2
GLOBE BUSINESS RESOURCES, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K
<TABLE>
<CAPTION>
Page
----
Part I
- ------
<S> <C> <C>
Item 1 - Business 1
Item 2 - Properties 8
Item 3 - Legal Proceedings 8
Item 4 - Submission of Matters to a Vote of Security Holders 8
Executive Officers of the Registrant 9
Part II
- -------
Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters 11
Item 6 - Selected Financial Data 12
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 14
Item 7(a) - Quantitative and Qualitative Disclosures about Market Risk 22
Item 8 - Financial Statements and Supplementary Data 23
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 23
Part III
- --------
Item 10 - Directors and Executive Officers of the Registrant 23
Item 11 - Executive Compensation 23
Item 12 - Security Ownership of Certain Beneficial Owners and Management 23
Item 13 - Certain Relationships and Related Transactions 23
Part IV
- -------
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K S-1
</TABLE>
<PAGE> 3
PART I
ITEM 1
BUSINESS
--------
INDUSTRY BACKGROUND
Globe Business Resources, Inc. is a major participant in the temporary
relocation industry, serving primarily corporate customers in both the corporate
housing and furniture rental businesses.
The furniture rental 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 of the furniture rental business, in which
Globe participates, is differentiated from the "rent-to-own" segment of the
furniture rental business, in which Globe does not participate, 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 housing (furnished
apartments) to transferring or temporarily assigned corporate personnel, new
hires, trainees, consultants and individual customers. 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 a faster rate than
the other major distribution channels, such as property management companies
renting furnished apartments, and individuals renting unfurnished apartments and
using a furniture rental company 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.
The United States' market for paid room nights of four or more weeks is
estimated to generate annual revenues of $2.4 billion. Corporate housing
generates in excess of $800 million of these revenues and conventional lodging
generates the remainder. The furniture rental business is also estimated to
generate in excess of $800 million in annual revenues. Historically, a
significant portion of these businesses has been comprised of small local and
regional providers. Both businesses have experienced significant consolidation
over the last several years and are expected to undergo continued
1
<PAGE> 4
consolidation in the future, as consolidators capitalize on the desire of many
corporations to have both corporate housing and furniture rental providers that
can meet their needs nationally. The top four companies in the corporate housing
business account for a market share approaching 70%, while the top four
companies in the furniture rental business account for a market share of
approximately 75%. 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 corporate
housing and furniture rental.
COMPANY BACKGROUND AND STRATEGY
Globe is an Ohio corporation formed in 1988 to acquire two existing
furniture rental 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 furniture rental 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 an aggressive corporate
housing acquisition program coupled with selected acquisitions of furniture
rental companies, as discussed under "Current Business Developments" below, and
is a leading consolidator in the temporary relocation industry. Globe currently
has operations in 34 markets in 23 states, as discussed under "Operations"
below.
The Company operates in the corporate housing business, doing business
as Globe Corporate Stay International, and in the furniture rental business,
doing business as Globe Furniture Rentals. Both businesses are highly
competitive. Globe is vying with two other corporate housing companies for the
number two position in corporate housing and is the third largest company in
furniture rental. The Company has an established reputation for quality
furniture and a high level of customer service.
Management believes that the demand for corporate housing, as well as
office and residential rental furniture, 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. Corporate housing customers
include transferring or temporarily assigned corporate personnel and other
individuals whose lives are in transition. 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.
Globe distinguishes itself from most of its furniture rental
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
corporate housing and furniture rental businesses. To further this integration,
the Company operates under a regional management structure which was put in
place in mid-fiscal 1998. Each region is headed by a Regional Vice President who
is responsible for operations in both businesses and reports to an Executive
Vice President in charge of operations. Business integration has progressed from
the beginning of fiscal 1998 when none of Globe's 21 markets contained
2
<PAGE> 5
both corporate housing and furniture rental to the end of April 1999 when 16 of
34 markets contained both.
Globe's furniture rental operating formula emphasizes its combined
rental/retail facilities, high quality furniture, new furniture sales,
decentralized sales and marketing and an ongoing commitment to superior customer
service. Management believes this formula has been an important contributor to
its success.
The companies acquired by Globe in the corporate housing businesses
have similar characteristics to Globe's furniture rental operations, as they
have strong reputations for superior customer service. As is the case in many
Globe Furniture Rentals markets, Globe Corporate Stay International enjoys a
leading market share in many of its markets.
The Company is currently implementing both a comprehensive corporate
housing business information system and an enhanced furniture rental inventory
system. The corporate housing system includes fully integrated business
management and financial reporting capabilities. The inventory system provides
upgraded inventory management capabilities, including a perpetual inventory
system which is designed to provide more accurate and timely information
concerning merchandise availability. Both systems are designed to allow the
Company to better service customer needs. Implementation of these systems will
take several months and is expected to be completed during early fiscal 2001.
The Company's growth strategies include: (1) continuing to acquire
corporate housing companies, particularly in major metropolitan markets where
the Company has no presence; (2) continuing to expand the furniture rental
business, both through selected acquisitions and through grass roots operations
in markets where the Company has recently acquired a corporate housing business;
and (3) increasing market share in the office furniture business.
CURRENT BUSINESS DEVELOPMENTS
Globe implemented an aggressive acquisition strategy in fiscal 1997. In
the last three fiscal years, the Company completed fifteen asset acquisitions
and two stock acquisitions. Fourteen of these acquisitions were in corporate
housing, thereby supporting the corporate housing consolidation strategy.
During fiscal 1999, the Company used approximately $20.0 million from
its line of credit, issued 287,784 shares of stock, issued $2.0 million in notes
payable and assumed certain liabilities in completing four corporate housing
acquisitions and one furniture rental acquisition, in addition to settling
contingent consideration on three fiscal 1998 acquisitions. In April 1998, the
assets of privately owned Express Furniture Rental were acquired. In May 1998,
the assets of privately owned Feld Corporate Housing were acquired. In June
1998, the assets of privately owned Village Suites were acquired. The assets of
privately owned Castleton and Corporate Condominiums were acquired in January
1999. An additional asset acquisition, Castleton of Tulsa, was completed in
March 1999. See Note 2 to the Consolidated Financial Statements for further
discussion of these acquisitions.
From March 1, 1999 through April 26, 1999, the Company used
approximately $0.3 million from its line of credit, issued $0.3 million of notes
payable and assumed certain liabilities in completing the Tulsa asset
acquisition and in paying contingent consideration and other purchase price
adjustments related to certain fiscal 1999 acquisitions. See Note 2 to the
Consolidated Financial Statements for further discussion of this
acquisition-related activity.
With the corporate housing acquisitions to date, Globe has expanded its
corporate housing presence into 29 markets, with annualized corporate housing
revenues of
3
<PAGE> 6
approximately $110 million. Globe is currently vying with two other corporate
housing companies for the number two position in the industry based on revenues.
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".
OPERATIONS
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 and
individual customers in Arizona, California, Colorado, Connecticut, Florida,
Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, North
Carolina, New Jersey, New York, Ohio, Oklahoma, Oregon, Tennessee, Texas,
Washington and Wisconsin.
Globe leases most of its housing units on a short-term basis under
leasing arrangements typically ranging from one month to one year. These leases
are designed to match customer demand and, consequently, have staggered
expiration dates within each market. Management believes that these arrangements
allow the Company to react to changes in demand for certain types of
accommodations or to address the seasonal nature of the business. The Company's
goal is to maintain occupancy rates which exceed 90%.
The Company rents office and residential furniture to a variety of
corporate and individual customers with temporary and transitional needs through
20 showrooms in Arizona, California, Colorado, Indiana, Kentucky, Michigan,
Nevada, North Carolina, Ohio, Oregon, Tennessee and Washington. The Company
sells residential and office furniture that no longer meets its showroom
condition standards for rental through its clearance centers and sells new
furniture through its showrooms and its account executives.
The following table sets forth the major metropolitan areas where Globe
maintains leased corporate housing units or furniture rental showrooms.
<TABLE>
<CAPTION>
SHOWROOMS ONLY CORPORATE HOUSING ONLY SHOWROOMS AND CORPORATE HOUSING
- -------------- ---------------------- --------------------------------------------------
<S> <C> <C> <C>
Las Vegas Chicago Ann Arbor Los Angeles
Reno Cleveland Charlotte Louisville/Lexington
Sacramento Dallas/Ft. Worth Cincinnati Nashville
San Jose Fairfield County, CT Columbus Orange County, CA
Toledo Kansas City Dayton Phoenix
Lansing Denver Portland
Milwaukee Detroit San Diego
Minneapolis Indianapolis Seattle
New York City
Orlando
Raleigh
St. Louis
Tulsa
</TABLE>
Based on monthly rent roll (aggregate monthly rental payments required
by outstanding leased housing unit or furniture leases), Globe believes it has
the leading market position in ten of its 29 markets for corporate housing and
in ten of its 21 furniture rental markets.
4
<PAGE> 7
The following table shows historical operating data as of each
year-end.
<TABLE>
<CAPTION>
Years Ended February 28/29,
--------------------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Operating Data:
Markets served
Furniture rental only 5 8 17 17 17
Corporate housing only 13 6 4 - -
Furniture rental/Corporate housing 16 11 - - -
------- ------- ------- ------- -------
Total markets served 34 25 21 17 17
Number of furniture leases
Unaffiliated customers 14,934 17,016 17,591 16,332 16,492
Corporate housing affiliates (a) 2,797 900 - - -
------- ------- ------- ------- -------
Total number of furniture leases 17,731 17,916 17,591 16,332 16,492
Number of available leased housing units (b) 4,790 3,396 1,331 - -
Annual occupancy rate (c) 91.4% 89.0% 85.0% - -
Number of units with Company-owned furniture 3,609 2,060 778 - -
Percentage of units with Company-owned furniture 75.0% 64.0% 58.5% - -
Monthly furniture rent roll
Unaffiliated customers $ 3,265 $ 3,477 $ 3,642 $ 2,962 $ 2,932
Corporate housing affiliates (a) 563 155 - - -
------- ------- ------- ------- -------
Total monthly furniture rent roll $ 3,828 $ 3,632 $ 3,642 $ 2,962 $ 2,932
Average furniture lease
Unaffiliated customers $ 218 $ 204 $ 207 $ 181 $ 178
Corporate housing affiliates (a) 201 172 - - -
Average furniture lease 216 203 207 181 178
Monthly leased housing units rent roll $ 7,949 $ 5,297 $ 1,779 $ - $ -
Average corporate housing lease $ 1,837 $ 1,684 $ 1,528 $ - $ -
</TABLE>
(a) Excludes furniture owned by acquired companies and the corresponding monthly
rent roll in markets where Globe has not established furniture rental
operations.
(b) Due to the seasonal nature of the business, these numbers reflect units at a
low point. Fiscal 1999 peak units, adjusted for the January 1999 acquisitions,
would be 5,919.
(c) Represents average occupancy for the fiscal year rather than at fiscal
year-end.
The Company's sale of residential and office furniture that no longer
meets its showroom condition standards for rental through its 18 clearance
centers allows the Company to recover a substantial portion of original cost and
maintain the freshness of rental furniture. The Company distinguishes itself
from its furniture rental competition by selling new furniture 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.
Globe Business Resources markets its products and services under four
brands: (1) Globe Corporate Stay International, which includes corporate housing
sales; (2) Globe Furniture Rentals, which includes both residential rental sales
and residential new furniture sales; (3) Globe Instant Office, which includes
both office rental sales and
5
<PAGE> 8
office new furniture sales; and (4) Globe Clearance Center, which includes all
clearance sales.
The following table sets forth revenues by category for fiscal 1999.
<TABLE>
<CAPTION>
Year Ended February 28, 1999
----------------------------
Dollars in Percent of
Thousands Total
--------- ------
<S> <C> <C>
Rental sales:
Corporate housing $ 87,248 59.2%
Residential furniture 30,296 20.5%
Office furniture 13,088 8.9%
-------- ------
Total rental sales 130,632 88.6%
Retail sales:
Clearance
Residential furniture 5,494 3.7%
Office furniture 2,406 1.6%
-------- ------
Total clearance sales 7,900 5.4%
New
Residential furniture 2,698 1.8%
Office furniture 6,220 4.2%
-------- ------
Total new sales 8,918 6.0%
-------- ------
Total retail sales 16,818 11.4%
-------- ------
Total revenues $147,450 100.0%
======== ======
Revenues by brand:
Globe Corporate Stay International $ 87,248 59.2%
Globe Furniture Rentals 32,994 22.4%
Globe Instant Office 19,308 13.1%
Globe Clearance Center 7,900 5.4%
-------- ------
Total revenues $147,450 100.0%
======== ======
</TABLE>
The fiscal 1999 acquisitions accounted for approximately $18.7 million
of rental revenues and $0.2 million of retail revenues.
COMPETITION
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 (recently acquired
by Marriott International) are the Company's significant competitors. In
addition to these companies, Globe also competes with a number of regional and
local corporate housing businesses. The impact of the Marriott acquisition of
ExecuStay is not certain, but management believes it will create increased
visibility for the industry and may increase its competitiveness. 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 rent-to-rent segment of the furniture rental business is highly
competitive. Management believes that Cort Business Services, Aaron Rents and
Brook Furniture Rental are the Company's significant competitors. In addition to
these companies, Globe also competes with a number of regional and local
furniture rental companies. Globe believes that the principal competitive
factors in the furniture rental business are service, speed
6
<PAGE> 9
of delivery, product selection and availability, price, furniture condition,
terms of the rental agreement and reputation.
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 new furniture sales are price, value, service and speed of delivery and in
used furniture sales the principal factors are price and value.
EMPLOYEES
At April 26, 1999, Globe had 778 full-time and 55 part-time employees,
of whom 274 full-time and 10 part-time were in executive and administrative
positions, 168 full-time and 12 part-time were in marketing and sales positions
and 336 full-time and 33 part-time were in warehouse, housekeeping and
distribution positions. 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 104 delivery
trucks, of which 93 are owned and 11 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 1999, there were no material business interruptions due to delays in
acquiring furniture.
Furniture purchases are seasonally weighted to 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.
On May 14, 1998, the Company's $30.0 million unsecured line of credit
was increased to $45.0 million. See the discussion of liquidity and capital
resources in Part II, Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations", for further information relative to this
transaction.
The Company regularly evaluates and pursues potential acquisition
candidates. As a general rule, acquisitions are announced only after a
definitive agreement has been reached. The Company has no agreements or
understandings for any acquisition.
The Company is not involved in any issues related to compliance with
environmental protection laws.
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
1999.
7
<PAGE> 10
YEAR 2000
The Company has developed a Year 2000 Remediation Plan and is currently
evaluating the potential impact of the Year 2000 issue on both its information
technology systems and its non-information technology systems, including
internal risks and those resulting from third-party non-compliance. See the
discussion of the Year 2000 issue in Part II, Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", for further
information relative to this issue.
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 2008. 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 several markets as a
result of acquisitions and is actively pursuing modification or termination of
any leases which are not required. All of Globe's facilities are well maintained
and suitable for their current and reasonably foreseeable uses. Globe regularly
reviews the appearance of its showrooms and clearance centers and improves or
refurbishes them on an on-going basis.
The Company leases all of its corporate housing units and maintains an
inventory of these 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
8
<PAGE> 11
Executive Officers of the Registrant
------------------------------------
The following information regarding the executive officers of Globe
Business Resources, Inc. is presented as of April 26, 1999.
<TABLE>
<CAPTION>
<S> <C>
Name and Age Office and Experience
- ------------ ---------------------
David D. Hoguet, 47 Mr. Hoguet has been Chairman of the Board and Chief
Executive Officer of the Company since April 1990. From
1986 to 1990, he served as President of the Company and
its predecessor businesses. He has been a director
since 1988. Prior to joining Globe, Mr. Hoguet was Vice
President of Finance, Treasurer and a director of
Chemed Corporation. Mr. Hoguet is currently a director
of the International Furniture Rental Association,
serving a three year term from May 1997 through May
2000. He served as the Association's Chairman from May
1993 to March 1994 and as its President from March 1991
to May 1993. Mr. Hoguet is a founder of the Company.
Blair D. Neller, 46 Mr. Neller joined the Company as Executive Vice
President in April 1989 and has been President and
Chief Operating Officer since April 1990 and a director
since 1989. Prior to joining Globe, Mr. Neller was a
Vice President in the Consumer Markets Division of
Merrill Lynch & Co. Mr. Neller was a director of the
International Furniture Rental Association from May
1995 through May 1997. Mr. Neller is a founder of the
Company.
Jeffery D. Pederson, 39 Mr. Pederson has served as Executive Vice President
since January 1996. From January 1996 until October
1997 he was responsible for the Company's western
operations. In October 1997 Mr. Pederson's
responsibilities were expanded to include all the
Company's operations. From April 1994 until January
1996, he served as Senior Vice President. Prior to
joining Globe, Mr. Pederson was employed as the Vice
President and Chief Operating Officer of Budget Rents
Furniture, Inc.
Sharon G. Kebe, 38 Ms. Kebe has served as the Company's Senior Vice
President - Finance and Treasurer since January 1996.
She joined the Company as Controller in January 1993
and also served as Vice President - Finance between
January 1995 and January 1996. Prior to that time, Ms.
Kebe was employed by Ernst & Young in various positions
including audit manager and recruitment coordinator.
Ms. Kebe is a certified public accountant.
Lyle J. Tomlinson, 37 Mr. Tomlinson has served as Regional Senior Vice
President of the Company since October 1997. From
February 1993 to September 1997 he served as Senior
Vice President of the Company and was a Vice President
from April 1990 through January 1993. Prior to April
1990, Mr. Tomlinson was a District Manager of the
Company.
Louis W. Holliday, Jr., 39 Mr. Holliday has served as Regional Vice President
since October 1997. From March 1997 to September 1997
he was a Regional Manager and from April 1996 to
February 1997 he
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
<S> <C>
served as District General Manager. From August 1992
through March 1996, Mr. Holliday worked as a realtor in
the real estate services division of Polley Polley and
Madsen, previously acquired by Coldwell Banker.
Cory M. Nye, 38 Mr. Nye has served as a Regional Vice President since
October 1997. From January 1997 to October 1997 he was
a Regional Manager and from June 1994 to January 1997,
he served as a District General Manager. From May 1992
through May 1994, Mr. Nye was employed by B.K.M.
California, a Steelcase dealership in Los Angeles,
holding a variety of positions including Rental
Division Manager, New Business Development Manager and
Contract Sales Manager.
John H. Roby, 36 Mr. Roby has served as Regional Vice President since
October 1997. From February 1997 to September 1997, he
served as a Regional Manager and from November 1991 to
January 1997 he was a District General Manager. Mr.
Roby was an elected Officer and Vice President of the
Columbus Apartment Association in 1997 and served on
its Board of Trustees in 1996 and 1997. Prior to
joining Globe, he was a District Manager for Glicks
Furniture Rental, which Globe acquired in November
1991.
Timothy J. Duggan, 39 Mr. Duggan joined the Company as Vice President in
January 1999. From July 1987 until January 1999, Mr.
Duggan was President and Chief Executive Officer of
Castleton, a corporate housing company he founded and
which Globe acquired in January 1999. Prior to July
1987, he was employed by The Residence Inn by Marriott
as regional sales and marketing director. Mr. Duggan
was a charter member of the National Interim Housing
Network and the founder of the Association of Interim
Housing Providers, the corporate housing industry trade
association.
Christopher S. Gruenke, 37 Mr. Gruenke joined the Company as Vice President and
Chief Information Officer in October 1997. For two
years prior to joining Globe, he was the President and
founding partner of Westminster's Billiard Club. From
1983 through 1995 he was employed by Marion Merrell Dow
in their Information Systems division. He served as the
Director of Information Systems for Marion Merrell Dow
(Canada) located in Montreal, Quebec from 1992 through
1995.
George S. Quay IV, 32 Mr. Quay joined the Company as Vice President and
Director of National Sales in June 1998. From June 1990
until June 1998, Mr. Quay was Vice President and
General Manager of Village Suites, a corporate housing
company acquired by Globe in June 1998. Prior to June
1990, he was employed by Hyatt Corporation. Mr. Quay
served on the Board of the National Interim Housing
Network from 1992 until 1997 and as its President in
1995. Mr. Quay was also the founding
Secretary/Treasurer of the Association of Interim
Housing Providers, a position he continues to hold.
</TABLE>
10
<PAGE> 13
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 1999 and 1998, as reported by the Market, appear in
the following table.
<TABLE>
<CAPTION>
Fiscal 1999 Fiscal 1998
---------------------------- ----------------------------
Quarter High Low High Low
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
First 15 1/8 9 3/4 11 9 1/4
Second 18 14 16 1/2 10
Third 16 10 3/8 26 3/8 14 1/4
Fourth 15 10 7/8 22 1/8 11 1/2
</TABLE>
As of April 26, 1999 there were 69 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 and amended May 14, 1998 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 5 to
the Consolidated Financial Statements for further discussion of these
restrictions.
On January 4, 1999 the Company issued 82,283 shares of common stock as
part of the consideration for the acquisition of Castleton. Of these shares,
59,367 were issued to Timothy Duggan, the prior owner, and the rest to 24
employees. On January 14, 1999, the Company issued 133,601 shares of common
stock to Corporate Condominiums, Inc. as part of the consideration for the
acquisition of Corporate Condominiums. 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.
11
<PAGE> 14
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.
<TABLE>
<CAPTION>
Years Ended February 28/29,
-------------------------------------------------------------
1999 (1) 1998 (2) 1997 (3) 1996 1995
--------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues
Corporate housing sales $ 87,248 $ 42,840 $ 11,811 $ - $ -
Rental sales 43,384 45,337 40,940 36,580 36,711
Retail sales 16,818 15,723 14,769 13,717 11,740
--------- --------- --------- -------- ---------
Total revenues 147,450 103,900 67,520 50,297 48,451
--------- --------- --------- -------- ---------
Gross profit
Corporate housing sales 25,067 11,832 3,517 - -
Rental sales 39,956 41,673 37,635 34,211 34,510
Retail sales 6,852 5,811 5,551 5,899 4,874
--------- --------- --------- -------- ---------
Gross profit before depreciation
and disposals 71,875 59,316 46,703 40,110 39,384
Furniture depreciation and disposals (8,680) (8,259) (7,390) (6,244) (4,918)
--------- --------- --------- -------- ---------
Combined gross profit 63,195 51,057 39,313 33,866 34,466
Operating expenses 48,181 40,150 31,334 26,040 26,249
Amortization of intangible assets 2,034 1,003 225 - -
--------- --------- --------- -------- ---------
Operating income 12,980 9,904 7,754 7,826 8,217
Interest/other expenses 4,389 3,241 1,368 2,461 2,783
--------- --------- --------- -------- ---------
Income before income taxes 8,591 6,663 6,386 5,365 5,434
Provision for income taxes 3,437 2,598 2,478 2,136 2,079
--------- --------- --------- -------- ---------
Net income 5,154 4,065 3,908 3,229 3,355
Preferred stock dividends - - - 505 557
--------- --------- --------- -------- ---------
Net income applicable to common stock $ 5,154 $ 4,065 $ 3,908 $ 2,724 $ 2,798
========= ========= ========= ========= =========
Earnings per common share:
Basic $ 1.13 $ 0.91 $ 0.90 $ 1.05 $ 1.54
========= ========= ========= ========= =========
Diluted $ 1.10 $ 0.89 $ 0.89 $ 1.03 $ 1.10
========= ========= ========= ========= =========
Weighted average number of common shares
outstanding:
Basic 4,578 4,475 4,336 2,600 1,812
Diluted 4,689 4,577 4,372 2,650 2,553
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
February 28/29,
----------------------------------------------------
1999 1998 1997 1996 (5) 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets $131,797 $ 99,437 $ 71,778 $ 44,461 $ 39,512
Total debt 68,900 49,713 30,516 10,573 19,900
Redeemable preferred stock - - - - 5,794
Preferred stock - - - - 500
Common stock and other shareholders' equity 43,114 35,421 29,836 24,664 4,024
Cash dividends declared per common share (4) - - - - -
OTHER DATA:
Number of employees at year-end 834 690 551 430 412
</TABLE>
(1) Results include the impact of five acquisitions during the year, which
accounted for approximately $18.9 million in revenues and $3.2 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".
(2) 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".
(3) Results include the impact of five 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".
(4) The Company has not declared cash dividends on its common stock.
(5) 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.
13
<PAGE> 16
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 corporate housing rental
income, furniture leases and the sale of new and used furniture. Rental revenues
are recognized in the month in which they are earned. Furniture sales revenues
and rental buyout 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 corporate housing, rental and retail sales revenue categories.
Intercompany revenues, consisting of furniture and housewares rentals
to corporate housing affiliates, are eliminated in consolidation.
Cost of Revenues. Cost of corporate housing sales consists primarily of
housing unit rental and various furniture, housewares, utility and cleaning
charges. Cost of rental sales consists primarily of housewares expenses and
lease buyout related charges. Cost of retail sales is primarily the depreciated
book value of the furniture sold.
Furniture depreciation and disposals are reflected as a separate
component of cost of revenues. As a result of the ongoing integration of the
Company's business, these expenses cannot be related to specific revenue
categories. 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.
Intercompany costs, consisting of furniture and housewares rentals to
corporate housing affiliates, are eliminated in consolidation.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses include warehousing, occupancy, selling, advertising,
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 35 years.
GENERAL
Globe is a major participant in the temporary relocation industry,
operating in both the corporate housing and furniture rental businesses. The
corporate housing business provides short-term housing through an inventory of
leased housing units to transferring or temporarily assigned corporate
personnel, new hires, trainees, consultants and individual customers. The
furniture rental business rents quality office and residential furniture to a
variety of corporate and individual customers. Additionally, the Company sells
residential and office furniture that no longer meets its showroom condition
standards for rental through its clearance centers and sells new furniture
through its showrooms and account executives.
14
<PAGE> 17
RESULTS OF OPERATIONS
Globe's increase in total revenues to $147.5 million in fiscal 1999
from $48.5 million in fiscal 1995 and in operating income to $13.0 million from
$8.2 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 1995, with
furniture rental revenues decreasing to 29.4% of total revenues in fiscal 1999
from 75.7% of total revenues in fiscal 1995, while corporate housing revenues,
which were non-existent in fiscal 1995, represented 59.2% of total revenues in
fiscal 1999. Additionally, retail sales have decreased to 11.4% of total
revenues in fiscal 1999 from 24.3% of total revenues in fiscal 1995. This shift
in business mix reflects the Company's decision in fiscal 1997 to become 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 corporate housing, rental and retail sales
revenues.
<TABLE>
<CAPTION>
Years Ended February 28/29,
----------------------------------------------
1999 1998 1997 1996 1995
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Revenues:
Corporate housing sales 59.2% 41.2% 17.5% 0.0% 0.0%
Rental sales 29.4% 43.7% 60.6% 72.7% 75.7%
Retail sales 11.4% 15.1% 21.9% 27.3% 24.3%
------ ----- ----- ----- -----
Total revenues 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit:
Corporate housing sales 28.7% 27.6% 29.8% N.A. N.A.
Rental sales 92.1% 91.9% 91.9% 93.5% 94.0%
Retail sales 40.7% 37.0% 37.6% 43.0% 41.5%
----- ----- ----- ----- -----
Gross profit before depreciation
and disposals 48.7% 57.1% 69.2% 79.7% 81.3%
Furniture depreciation and disposals (5.9%) (7.9%) (10.9%) (12.4%) (10.2%)
----- ----- ----- ----- -----
Combined gross profit 42.9% 49.1% 58.2% 67.3% 71.1%
Operating expenses 32.7% 38.6% 46.4% 51.8% 54.2%
Amortization of intangible assets 1.4% 1.0% 0.3% 0.0% 0.0%
----- ----- ----- ----- -----
Operating income 8.8% 9.5% 11.5% 15.6% 16.9%
Interest/other 3.0% 3.1% 2.0% 4.9% 5.7%
----- ----- ----- ----- -----
Income before taxes 5.8% 6.4% 9.5% 10.7% 11.2%
===== ===== ===== ===== =====
</TABLE>
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
15
<PAGE> 18
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 by the end of fiscal 1995.
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").
The following table sets forth for the periods indicated certain income
statement data as a percentage of total revenues adjusted to exclude the effect
of the GranTree Gross Profit Accounting Effects on fiscal 1996 and 1995 results.
<TABLE>
<CAPTION>
Years Ended February 28/29,
------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Combined gross profit 42.9% 49.1% 58.2% 64.3% 65.1%
Operating income 8.8% 9.5% 11.5% 12.5% 10.9%
Income before taxes 5.8% 6.4% 9.5% 7.6% 5.2%
==== ==== ==== ==== ====
</TABLE>
Globe entered the corporate housing business in fiscal 1997 by making
three acquisitions. Seven additional corporate housing businesses were acquired
in fiscal 1998. Globe continued its corporate housing acquisition program in
fiscal 1999 with the asset acquisitions of Feld Corporate Housing in May 1998,
Village Suites in June 1998 and Castleton and Corporate Condominiums in January
1999. Castleton of Tulsa was acquired in March 1999, subsequent to fiscal
year-end. All acquisitions to date have been accounted for using the purchase
method of accounting.
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 corporate housing acquisitions approximates $49.6 million and is being
amortized on a straight-line basis over periods ranging from three to 35 years,
with a weighted average life of approximately 24 years. Goodwill and intangibles
amortization, which is a separate component of operating expenses, reduced
operating profit by $2.0 million, or 1.4% of sales, in fiscal 1999; by $1.0
million, or 1.0% of sales, in fiscal 1998; and by $0.2 million, or 0.3% of
sales, in fiscal 1997.
The corporate housing business has a slightly lower operating margin
than the furniture rental business, consisting of a lower gross profit margin
offset somewhat by lower operating expenses. As a result, the Company's gross
profit margin and operating expenses as a percentage of revenues have been
declining since the Company entered the corporate housing business in fiscal
1997. Gross profit margin decreased to 42.9% in fiscal 1999 from 49.1% in fiscal
1998 and 58.2% in fiscal 1997, resulting from corporate housing's increasing
percentage of total revenues (59.2% in fiscal 1999 versus 41.2% and 17.5% in
fiscal 1998 and 1997, respectively). Gross profit margin on rental sales in
fiscal 1999 was 92.1% versus 28.7% for corporate housing. Comparable gross
profit margins for fiscal 1998 were 91.9% and 27.6%, respectively. Because the
Company is integrating its furniture rental and corporate housing operations,
these gross profit percentages exclude furniture depreciation and disposals
which can no longer be related to specific revenue categories. An additional
result of this integration is that operating expenses
16
<PAGE> 19
and, therefore, operating margins for furniture rental and corporate housing
cannot be specifically identified. Operating expenses, excluding amortization,
decreased to 32.7% of revenues in fiscal 1999 from 38.6% in fiscal 1998 and
46.4% in fiscal 1997, while the operating margin, excluding amortization,
decreased to 10.2% of revenues in fiscal 1999 from 10.5% in fiscal 1998 and
11.8% in fiscal 1997. The reduction in operating margin is primarily the result
of the increasing mix of corporate housing revenues, as well as additions to the
Company's management team and related infrastructure spending to support the
Company's rapid growth. Including amortization expenses, operating margins
declined to 8.8% in fiscal 1999 from 9.5% in fiscal 1998 and 11.5% in fiscal
1997.
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 acquisitions to date, Globe has expanded its presence into 29 markets and is
the market leader in ten of these markets, with annualized corporate housing
revenues of approximately $110 million. Globe is vying with two other corporate
housing companies for the number two position in the industry based on revenues.
A major risk of Globe's increasing presence in the corporate housing
business is the potential loss of furniture rental revenues from competing
corporate housing companies that are also customers. To date, the majority of
this business with unaffiliated customers has been retained, which is largely
attributable to the Company's superior level of service. Additionally, the
significance of this risk has lessened over the three years that Globe has been
in corporate housing. In fiscal 1999, unaffiliated corporate housing customers
accounted for $7.4 million, or 5.0%, of Globe's revenues. During this time
period, furniture rental revenues from affiliated corporate housing providers,
which are not included in reported revenues, increased to $5.7 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 recover 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.
<TABLE>
<CAPTION>
Years Ended February 28/29,
--------------------------------------------------------
(Dollars in thousands) 1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Clearance center sales $ 7,900 $ 6,877 $ 7,649 $ 6,529 $ 6,223
Original cost of furniture 8,887 7,326 8,608 7,493 7,225
Cost recovery ratio 88.9% 93.9% 88.9% 87.1% 86.1%
Cost recovery ratio, former
GranTree operations 84.5% 87.4% 81.0% 75.3% 70.7%
</TABLE>
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 1995-1998 period is due primarily to upgrading the
quality of furniture in the former GranTree operations. The decrease in the cost
recovery ratio in fiscal 1999 reflects the Company's
17
<PAGE> 20
disposal of excess older inventory at reduced prices to support its focus on
improved inventory management.
COMPARISON OF FISCAL YEARS ENDED FEBRUARY 28, 1999 AND FEBRUARY 28, 1998
Total revenues of $147.5 million increased $43.6 million, or 41.9%, in
fiscal 1999 from $103.9 million in fiscal 1998 primarily due to acquisitions.
Excluding the corporate housing operations and the impact of the elimination of
intercompany revenues (furniture rented to Company-owned corporate housing
operations), total revenues increased $4.3 million, or 6.9%, in fiscal 1999
compared to fiscal 1998.
Corporate housing sales of $87.2 million in fiscal 1999 increased
103.7% from $42.8 million in fiscal 1998. This increase was primarily caused by
acquisitions.
Rental sales of $43.4 million in fiscal 1999 decreased $1.9 million, or
4.3%, from $45.3 million in fiscal 1998 largely as a result of intercompany
eliminations. Excluding the impact of these eliminations, rental revenues
increased 6.9%.
Retail sales of $16.8 million increased $1.1 million, or 7.0%, in
fiscal 1999 from $15.7 million in fiscal 1998, driven by an increase of 14.9% in
clearance center revenues.
Gross profit of $63.2 million in fiscal 1999 increased $12.1 million,
or 23.8%, from $51.1 million in fiscal 1998 and declined as a percentage of
revenues to 42.9% from 49.1% over the same period due primarily to the higher
mix of corporate housing revenues and the lower margins associated with these
revenues. Gross profit percentages on corporate housing, rental and retail sales
revenues all improved versus the comparable prior year period.
Operating expenses of $48.2 million (excluding amortization) in fiscal
1999 increased $8.0 million, or 20.0%, from $40.2 million (excluding
amortization) in fiscal 1998, primarily as a result of acquisitions, as well as
additions to the Company's management team and related infrastructure spending
to support the Company's rapid growth. As a percentage of total revenues, these
expenses declined to 32.7% from 38.6% over the same period as a result of
corporate housing's lower operating expenses as a percentage of revenues.
Amortization of intangible assets increased $1.0 million, or 102.8%, to
$2.0 million in fiscal 1999, from $1.0 million in fiscal 1998, as a result of
acquisitions. As a percentage of revenues, amortization expenses increased to
1.4% from 1.0% over the same period.
As a result of the changes in revenues, gross profit, operating
expenses and amortization of intangible assets discussed above, operating income
increased 31.1% to $13.0 million, or 8.8% of revenues in fiscal 1999, from $9.9
million, or 9.5% of revenues in fiscal 1998.
Interest/other expense (income) increased $1.2 million, or 35.4%, to
$4.4 million in fiscal 1999 from $3.2 million in fiscal 1998 and as a percentage
of total revenues decreased slightly to 3.0% from 3.1% over the same period. The
$1.4 million increase in interest expense for fiscal 1999 was due primarily to
higher debt balances resulting from funding required for acquisitions. Other
income in fiscal 1999 included a $0.2 million insurance settlement.
Income before income taxes of $8.6 million in fiscal 1999 increased
$1.9 million, or 28.9%, compared to fiscal 1998 and as a percentage of revenues
decreased to 5.8% from 6.4% over the same period.
18
<PAGE> 21
The Company's effective tax rate, which includes federal, state and
local taxes, increased to 40.0% in fiscal 1999 from 39.0% in fiscal 1998.
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 and the impact
of the elimination of intercompany revenues, total revenues increased $5.9
million, or 10.5%, in fiscal 1998 compared to fiscal 1997.
Corporate housing sales of $42.8 million in fiscal 1998 increased
262.7% from $11.8 million in fiscal 1997. This increase was primarily caused by
acquisitions.
Rental sales 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. Excluding the impact of intercompany
eliminations, rental sales increased $4.9 million, or 12.0%.
Retail sales 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 and the lower margins associated with these
revenues. Gross profit margin on rental sales remained constant at 91.9% in each
year, while the corporate housing margin declined to 27.6% from 29.8% and the
retail sales gross profit margin declined to 37.0% from 37.6%. In addition, the
Company recorded a physical inventory adjustment of $0.6 million during the
fourth quarter of fiscal 1998.
Operating expenses of $40.2 million (excluding amortization) in fiscal
1998 increased $8.8 million, or 28.1%, from $31.3 million (excluding
amortization) 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 declined to 38.6% from 46.4% over the same period as a result of
corporate housing's lower operating expenses as a percentage of revenues.
Amortization of intangible assets increased $0.8 million, or 345.8%, to
$1.0 million in fiscal 1998, from $0.2 million in fiscal 1997, as a result of
acquisitions. As a percentage of revenues, amortization expenses increased to
1.0% from 0.3% over the same period.
As a result of the changes in revenues, gross profit, operating
expenses and amortization of intangible assets 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 (income) 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
19
<PAGE> 22
was due primarily to higher debt balances resulting from 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.
LIQUIDITY AND CAPITAL RESOURCES
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. Principal payments of
$4.3 million are due annually beginning September 1, 2001. These Senior Notes
may be redeemed at a premium.
Also, 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. This $30.0 million line was increased on May 14, 1998, to $45.0
million. Interest is currently the lesser of the prime rate minus 25 basis
points or LIBOR plus 150 basis points. At April 26, 1999, the unused line was
$9.6 million, which is available for acquisitions and general corporate
purposes.
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.
From March 1, 1998 through April 26, 1999 Globe used approximately
$20.3 million from its lines of credit, issued 215,884 shares of common stock
for fiscal 1999 acquisitions and 71,900 shares of common stock previously held
in escrow for fiscal 1998 acquisitions, issued approximately $2.3 million of
notes payable and assumed approximately $1.2 million of certain liabilities in
completing six acquisitions and settling certain contingent consideration for
three fiscal 1998 acquisitions. (See Note 2 to the Consolidated Financial
Statements for further discussion of these acquisitions.)
Other than 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 $21.2 million in
fiscal 1999 and $23.6 million in fiscal 1998. The lower level of purchases in
fiscal 1999 reflects the Company's efforts to better manage inventory levels
while continuing to ensure that existing and new customer needs can be met. As
the Company's growth strategies are implemented, furniture purchases are
expected to increase.
Capital expenditures were $2.6 million, $3.7 million and $2.4 million
in fiscal 1999, 1998 and 1997, respectively. These expenditures are largely
attributable to ongoing development of computer systems and construction of a
showroom/warehouse facility in Indianapolis, Indiana during fiscal 1998 and
1997. Acquisitions of property and equipment financed through capital leases and
not reflected in the preceding capital expenditure data were $0.1 million, $0.5
million and $0.2 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 6.25%. The
initial term of the note requires full
20
<PAGE> 23
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 exceed $2.0 million. The systems
development is expected to be financed through cash generated by operations.
Remaining capital expenditures are expected to exceed $1.0 million and are also
expected to be funded 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 paid no material Federal income tax until fiscal 1994 when
it began paying alternative minimum tax. At February 28, 1999, Globe had
alternative minimum tax credit carryforwards of $0.6 million that can be carried
forward indefinitely.
In fiscal 1999 and 1998, net cash provided by operations was $27.8
million and $23.5 million, respectively, generating $4.0 million more cash than
was necessary to fund investing activities (excluding acquisitions) in fiscal
1999 and $3.8 million less cash than was necessary to fund investing activities
(excluding acquisitions) in fiscal 1998. The improvement in cash flow in fiscal
1999 results primarily from higher levels of net income, depreciation and
amortization and lower levels of furniture purchases and capital expenditures.
In October 1998, Globe repurchased 50,000 shares of stock for $0.7
million, pursuant to an authorized $3.0 million stock repurchase program. These
shares are held in treasury.
Aside from acquisitions, furniture purchases, which have historically
been seasonally weighted to the first half of the fiscal year, are the primary
reason for use of the credit facilities. Any temporary cash deficiencies
resulting from these purchases will be funded via the line of credit. The
Company expects cash flow from operations plus the credit facilities to be
sufficient to fund the Company's needs for the foreseeable future, except for
significant acquisitions and any additional repurchases that may be made under
the Company's stock repurchase program.
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 corporate housing unit rents and utilities with increases in rental
rates.
YEAR 2000
The Company has developed a Year 2000 Remediation Plan and is currently
evaluating the potential impact of the Year 2000 issue on both its information
technology systems and its non-information technology systems. The initial
phases of the plan consist of planning and assessment and involve developing
complete inventories of all hardware and software containing potential date
sensitivity, completing vendor and customer surveys and performing a series of
controlled tests to determine compliance. The inventory phase has been
completed. The planning/assessment and vendor/customer survey phases are
approximately 60% complete. The vendor and customer surveys have been sent and
the results are now being compiled. No issues have been identified to date. The
controlled tests are currently scheduled for May and June 1999. Preliminary
results indicate that the Company's
21
<PAGE> 24
existing internal financial and operational software is Year 2000 compliant, and
that a moderate number of desktop computers may need to be replaced. The
corporate housing and furniture rental inventory systems currently under
development have been designed to be Year 2000 compliant.
Globe expects to have the initial phases of the remediation plan
completed by June 30, 1999. Costs incurred to date and those anticipated to
complete the initial phases are immaterial to the Company's results of
operations.
Based upon the results of the initial phases, Globe will develop a
detailed remediation and contingency plan. This plan will address such concerns
as the time required to replace equipment or software and contingency plans for
unforeseen Year 2000 failures, including the identification of alternate vendors
or financial institutions, as well as the financial resources necessary to
reasonably ensure compliance by the Year 2000. It is expected that this plan
will be completed by September 1, 1999. Costs associated with this phase are not
expected to exceed $0.1 million.
While Globe is not aware of exposures related to the operations of
customers or vendors and it does not have a relationship with any third-party
vendor which is material to its operations, there can be no assurance that the
systems of other companies on which the Company relies will be converted in a
timely manner or that the failure to convert would not have an adverse impact on
Globe's operations. Costs associated with any such failure cannot be reasonably
estimated.
ITEM 7(a)
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
INTEREST RATE RISK
The Company is exposed to interest rate volatility with regard to
future issuances of fixed rate debt and existing issuances of variable rate
debt. Primary exposures include movements in the prime rate, U.S. Treasury Note
rates and LIBOR.
The table below provides information on Globe's significant debt
issuances by expected maturity date. (See Note 5 to the Consolidated Financial
Statements for further information.)
<TABLE>
<CAPTION>
Years Ended February 28/29,
----------------------------------------------------------------------------------
(Dollars in thousands) 2000 2001 2002 2003 2004 Thereafter Total
------ -------- ------- -------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Debt Characteristics:
Unsecured revolving note $34,416 $34,416
Average interest rate 6.62% 6.62%
Unsecured senior note $ 4,285 $4,286 $4,286 $4,286 $12,857 $30,000
Fixed interest rate 7.54% 7.54% 7.54% 7.54% 7.54% 7.54%
Mortgage note $ 63 $ 73 $ 77 $ 82 $ 87 $ 1,063 $ 1,445
Fixed interest rate 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25%
Other debt issues $ 736 $ 711 $ 488 $ 578 $ 2,513
Average fixed interest rate 5.86% 5.85% 5.77% 5.69% 5.79%
</TABLE>
22
<PAGE> 25
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, 1999 and February 28, 1998 F-2
Consolidated Statement of Income:
Years ended February 28, 1999, February 28, 1998 and F-3
February 28, 1997
Consolidated Statement of Cash Flows:
Years ended February 28, 1999, February 28, 1998 and F-4
February 28, 1997
Consolidated Statement of Changes in Shareholders' Equity:
Years ended February 28, 1999, February 28, 1998 and F-5
February 28, 1997
Notes to Consolidated Financial Statements F-6
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts for the F-21
three years ended February 28, 1999
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 11 to Globe's
Financial Statements.
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
-----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------
None
PART III
--------
Except for the information presented under Part I, "Executive Officers
of the Registrant", 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 1999 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
----------------------------------------------
23
<PAGE> 26
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, 1999 and 1998 and
the results of their operations and their cash flows for each of the three years
in the period ended February 28, 1999, 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.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
April 9, 1999
F-1
<PAGE> 27
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
February 28,
----------------------
1999 1998
--------- ---------
<S> <C> <C>
ASSETS:
Cash $ 1,123 $ 526
Trade accounts receivable, less allowance for doubtful
accounts of $977 and $609, respectively 11,982 8,252
Other receivables 1,418 131
Prepaid expenses 4,229 2,038
Rental furniture, net 55,426 53,220
Property and equipment, net 8,469 7,743
Goodwill and other intangibles, less accumulated
amortization of $3,262 and $1,228, respectively 47,580 26,695
Note receivable from officer 100 100
Other, net 1,470 732
--------- ---------
Total assets $ 131,797 $ 99,437
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable $ 6,250 $ 3,561
Customer deposits 2,072 2,027
Accrued compensation 2,628 2,061
Accrued taxes 304 325
Deferred income taxes 5,738 4,183
Accrued interest payable 1,541 1,121
Other accrued expenses 1,250 1,025
Debt 68,900 49,713
--------- ---------
Total liabilities 88,683 64,016
--------- ---------
Common stock and other shareholders' equity:
Common stock, no par, 15,000,000 shares
authorized, 4,794,489, and 4,548,399
shares outstanding 24,018 21,492
Retained earnings 23,180 18,013
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 43,114 35,421
--------- ---------
Total liabilities and shareholders' equity $ 131,797 $ 99,437
========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-2
<PAGE> 28
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands except per share data)
<TABLE>
<CAPTION>
Years Ended February 28,
----------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Revenues:
Corporate housing sales $ 87,248 $ 42,840 $ 11,811
Rental sales 43,384 45,337 40,940
Retail sales 16,818 15,723 14,769
--------- --------- ---------
147,450 103,900 67,520
--------- --------- ---------
Cost of revenues:
Cost of corporate housing sales 62,181 31,008 8,294
Cost of rental sales 3,428 3,664 3,305
Cost of retail sales 9,966 9,912 9,218
Furniture depreciation and disposals 8,680 8,259 7,390
--------- --------- ---------
84,255 52,843 28,207
--------- --------- ---------
Gross profit 63,195 51,057 39,313
Operating expenses:
Warehouse and delivery 10,366 9,509 7,929
Occupancy 7,456 7,012 6,012
Selling and advertising 10,818 9,198 8,740
General and administration 19,541 14,431 8,653
Amortization of intangible assets 2,034 1,003 225
--------- --------- ---------
50,215 41,153 31,559
--------- --------- ---------
Operating income 12,980 9,904 7,754
Other expense (income):
Interest expense 4,410 3,055 1,640
Other, net (21) 186 (272)
--------- --------- ---------
4,389 3,241 1,368
Income before income taxes 8,591 6,663 6,386
Provision for income taxes 3,437 2,598 2,478
--------- --------- ---------
Net income $ 5,154 $ 4,065 $ 3,908
========= ========= =========
Earnings per common share:
Basic $ 1.13 $ 0.91 $ 0.90
========= ========= =========
Diluted $ 1.10 $ 0.89 $ 0.89
========= ========= =========
Weighted average number of common shares outstanding:
Basic 4,578 4,475 4,336
Diluted 4,689 4,577 4,372
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-3
<PAGE> 29
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Years Ended February 28,
-----------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,154 $ 4,065 $ 3,908
Adjustments to reconcile net income to
net cash provided by operating activities:
Rental furniture depreciation 7,781 7,177 6,055
Other depreciation and amortization 4,130 2,625 1,157
Provision for losses on accounts receivable 463 541 173
Provision for deferred income taxes 1,555 1,282 1,108
(Gain)/loss on sale of property and equipment (3) 10 44
Book value of furniture sales and rental buyouts 12,812 12,368 11,832
Changes in assets and liabilities:
Accounts receivable (4,952) (3,467) (1,587)
Note receivable - (100) -
Other assets, net (402) (272) 9
Prepaid expenses (1,442) (107) (334)
Accounts payable 2,677 (877) 394
Customer deposits (366) 400 (324)
Accrued compensation 413 (598) (35)
Accrued taxes (41) (285) 11
Accrued interest payable 420 736 251
Other accrued expenses (405) (27) (176)
--------- --------- ---------
Net cash provided by operating activities 27,794 23,471 22,486
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to rental furniture (21,242) (23,620) (21,845)
Purchases of property and equipment (2,622) (3,742) (2,377)
Purchases of businesses, net of cash acquired (19,940) (15,055) (15,354)
Other investing activities 31 6 (56)
--------- --------- ---------
Net cash used in investing activities (43,773) (42,411) (39,632)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on the revolving credit agreements 172,820 131,213 100,053
Repayments on the revolving credit agreements (154,880) (143,290) (81,329)
Borrowings on the senior note - 30,000 -
(Repayments)/borrowings of other debt (546) 1,309 (671)
Principal payments under capital lease obligations (170) (508) (338)
Exercise of common stock options 5 25 15
Purchase of treasury stock (653) - -
--------- --------- ---------
Net cash provided by financing activities 16,576 18,749 17,730
--------- --------- ---------
Net increase/(decrease) in cash 597 (191) 584
Cash at beginning of period 526 717 133
--------- --------- ---------
Cash at end of period $ 1,123 $ 526 $ 717
========= ========= =========
Supplemental cash flow information:
Cash paid for interest $ 4,075 $ 2,348 $ 1,408
========= ========= =========
Cash paid for income taxes $ 1,922 $ 1,485 $ 1,302
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-4
<PAGE> 30
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
Common Stock Excess
------------------------ Fair
Outstanding Retained Market
Shares Amount Earnings Value Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance at February 29, 1996 4,254,369 $ 18,549 $ 10,199 $ (4,084) $ 24,664
Stock issued in connection with
acquisitions 169,000 1,324 1,324
Exercise of options, net of tax
effects 17,140 10 (70) (60)
Net income 3,908 3,908
---------- ---------- ---------- ---------- ----------
Balance at February 28, 1997 4,440,509 $ 19,883 $ 14,037 $ (4,084) $ 29,836
Stock issued in connection with
acquisitions 94,595 1,479 1,479
Restricted stock issued 4,446 100 100
Exercise of options, net of tax
effects 8,849 30 (89) (59)
Net income 4,065 4,065
---------- ---------- ---------- ---------- ----------
Balance at February 28, 1998 4,548,399 $ 21,492 $ 18,013 $ (4,084) $ 35,421
Stock issued in connection with
acquisitions 287,784 3,171 3,171
Purchase of treasury stock (50,000) (653) (653)
Exercise of options, net of tax
effects 8,306 8 13 21
Net income 5,154 5,154
---------- ---------- ---------- ---------- ----------
Balance at February 28, 1999 4,794,489 $ 24,018 $ 23,180 $ (4,084) $ 43,114
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-5
<PAGE> 31
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data;
Shares in whole numbers except where noted)
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 provides fully furnished short-term housing through an
inventory of leased housing units to transferring or temporarily assigned
corporate personnel, new hires, trainees, consultants and individual customers
throughout the United States. Additionally, the Company rents and sells
furniture to a diversified base of commercial and residential customers
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 $16, $27 and $15 in fiscal 1999, 1998 and 1997,
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.
F-6
<PAGE> 32
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 35 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 $3,262 and $1,228 at February 28, 1999 and 1998, respectively.
REVENUE RECOGNITION
Leased housing unit rentals vary in terms from a few days to several
months. 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 and furniture 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.
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
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.
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 1999 and 1998.
F-7
<PAGE> 33
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.
<TABLE>
<CAPTION>
(Shares in thousands) Years Ended February 28,
------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Net income used to calculate basic and diluted
earnings per share $5,154 $4,065 $3,908
====== ====== ======
Weighted average common shares used to calculate
basic earnings per share 4,578 4,475 4,336
====== ====== ======
Basic earnings per common share $ 1.13 $ 0.91 $ 0.90
====== ====== ======
Shares used in the calculation of diluted earnings per share:
Weighted average common shares 4,578 4,475 4,336
Dilutive effect of assumed exercise of options
for the purchase of common shares 52 82 36
Dilutive effect of assumed issuance of
contingently issuable shares 59 20 -
------ ------ ------
Weighted average common shares used to calculate
diluted earnings per share 4,689 4,577 4,372
====== ====== ======
Diluted earnings per common share $ 1.10 $ 0.89 $ 0.89
====== ====== ======
</TABLE>
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,
F-8
<PAGE> 34
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
1999, 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 7 for further information.)
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information". In February 1998, the
FASB issued SFAS No. 132 "Employers' Disclosures about Pensions and Other
Postretirement Benefits". All pronouncements were adopted in fiscal year 1999
and had no effect on the Company's financial reporting.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The pronouncement, which must be adopted in
fiscal year 2001, applies to all entities and all types of derivatives. The
Company is currently evaluating the impact of this pronouncement on its future
financial reporting.
NOTE 2--ACQUISITIONS:
- ---------------------
During fiscal 1999, the Company completed five asset acquisitions and
settled certain contingent consideration on three fiscal 1998 acquisitions.
These transactions were completed by payment of approximately $20.0 million in
cash, issuance of 287,784 shares of common stock (including 71,900 shares
previously held in escrow), issuance of $2.0 million of notes payable and the
assumption of certain liabilities. On fiscal 1999 acquisitions, additional
contingent consideration of up to $3.3 million is payable in cash and notes
payable, subject to achieving certain future earnings levels. Additional
contingent consideration of up to $1.0 million and 50,000 shares of common
stock, currently held in escrow, is payable on fiscal 1998 acquisitions, subject
to resolution of certain purchase contract issues.
One of the fiscal 1999 acquisitions operates in the furniture rental
business. The remaining acquisitions, which include Detroit-based Village
Suites, St. Louis-based Castleton and Stamford-based Corporate Condominiums,
operate in the corporate housing business, providing short-term housing to
transferring or temporarily assigned corporate personnel, new hires, trainees,
consultants and individual customers. At their respective dates of acquisition,
the corporate housing businesses maintained inventories totaling approximately
2,000 leased housing units and had annual revenues in their most recent fiscal
year totaling approximately $37.0 million.
In accordance with APB No. 16, all acquisitions were accounted for
using the purchase method.
The purchase price allocation for the businesses is as follows:
<TABLE>
<CAPTION>
<S> <C>
Cash, receivables and prepaids $ 1,572
Rental furniture 1,557
Property and equipment 125
Other assets 336
Goodwill and other intangibles 22,918
-----------
26,508
Liabilities assumed (3,103)
-----------
$ 23,405
===========
</TABLE>
F-9
<PAGE> 35
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
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.
<TABLE>
<CAPTION>
(Shares in thousands) Twelve months ended February 28,
--------------------------------
1999 1998
---- ----
<S> <C> <C>
Revenues $170,225 $141,801
Net income 6,053 5,044
Basic earnings per common share $ 1.25 $ 1.08
Diluted earnings per common share $ 1.23 $ 1.05
Weighted average number of common
shares outstanding:
Basic 4,824 4,691
Diluted 4,935 4,793
</TABLE>
Subsequent Events:
- ------------------
In March and April 1999, the Company acquired Castleton of Tulsa and
paid certain other consideration on fiscal 1999 acquisitions. These transactions
were completed by use of approximately $0.3 million from the line of credit,
issuance of $0.3 million of notes payable and the assumption of certain
liabilities.
NOTE 3--RENTAL FURNITURE:
- -------------------------
Rental furniture consists of the following:
<TABLE>
<CAPTION>
February 28,
----------------------
1999 1998
--------- ---------
<S> <C> <C>
Furniture on rental $ 43,648 $ 41,884
Furniture on hand 24,120 21,537
--------- ---------
67,768 63,421
Accumulated depreciation (12,342) (10,201)
--------- ---------
$ 55,426 $ 53,220
========= =========
</TABLE>
F-10
<PAGE> 36
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 4--PROPERTY AND EQUIPMENT AND LEASES:
- ------------------------------------------
Property and equipment consists of the following:
<TABLE>
<CAPTION>
February 28,
--------------------
1999 1998
-------- --------
<S> <C> <C>
Land $ 370 $ 370
Buildings 1,949 1,950
Leasehold improvements 2,888 2,569
Delivery equipment 2,811 1,973
Office and store equipment 6,183 4,963
Assets under capital lease (primarily delivery
and computer equipment) 1,000 1,231
Construction in progress 519 1
-------- --------
15,720 13,057
Accumulated depreciation and amortization (7,251) (5,314)
-------- --------
$ 8,469 $ 7,743
======== ========
</TABLE>
The Company leases certain real property and equipment under operating
leases from unrelated third parties and from certain of the Company's directors.
Lease terms range from one to 15 years. Rental expense was $4,354, $4,149 and
$3,703 in 1999, 1998 and 1997, respectively.
Acquisition of assets financed through capital leases totaled $103,
$543, and $153 in 1999, 1998 and 1997, respectively.
Minimum future rentals under noncancelable capital and operating leases
at February 28, 1999 are as follows:
<TABLE>
<CAPTION>
Operating Leases
----------------------
Capital Related Unrelated
Leases Parties Parties Total
------- -------- --------- --------
<S> <C> <C> <C> <C>
2000 $ 273 $ 275 $ 3,517 $ 4,065
2001 251 187 3,080 3,518
2002 39 187 2,245 2,471
2003 - 187 1,510 1,697
2004 - 187 840 1,027
Thereafter - 824 27 851
-------- -------- -------- --------
Total minimum lease payments 563 1,847 11,219 13,629
Amounts receivable from sublease - - (176) (176)
-------- -------- -------- --------
Minimum future lease obligations 563 $ 1,847 $ 11,043 $ 13,453
======== ======== ========
Amount representing interest (37)
--------
Present value of capital lease obligations $ 526
========
</TABLE>
F-11
<PAGE> 37
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 5--DEBT:
- -------------
Outstanding debt consists of the following:
<TABLE>
<CAPTION>
February 28,
------------------
1999 1998
-------- -------
<S> <C> <C>
The Fifth Third Bank, PNC Bank and
Norwest Bank unsecured revolving note,
average interest of 6.62% $34,416 $ -
The Fifth Third Bank and PNC Bank unsecured
revolving note, average interest of 7.39% - 16,476
7.54% Senior Notes, unsecured, interest
payable semi-annually on March 1 and
September 1, due September 1, 2007 30,000 30,000
6.25% mortgage note payable to The Fifth
Third Bank, interest payable in monthly
installments, due December 1, 2002 1,445 1,510
6.0% note payable to seller of acquired
business, payable in monthly installments,
due December 31, 2000 550 850
7.5% note payable to seller of acquired
business, payable in monthly installments,
due November 2, 1998 - 181
6.0% note payable to seller of acquired
business, payable in quarterly
installments, due December 31, 2002 1,463 -
5.0% note payable to seller of acquired
business, payable in quarterly
installments, due December 31, 2002 500 -
Capital lease obligations 526 696
------- -------
$68,900 $49,713
======= =======
</TABLE>
On September 29, 1997, the Company obtained a $30 million unsecured
line of credit with The Fifth Third Bank and PNC Bank. This line of credit was
increased, by amendment, on May 14, 1998 to a $45 million unsecured line of
credit with The Fifth Third Bank, PNC Bank and Norwest Bank. 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
F-12
<PAGE> 38
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
LIBOR plus 150 basis points. At February 28, 1999, the line of credit provided a
total unused credit facility of approximately $10.6 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 $30 million line of credit were
based on a leverage formula, which at February 28, 1998 was the lesser of the
prime rate minus 25 basis points or LIBOR plus 150 basis points.
The line of credit, as amended, contains covenants that limit the
amount of dividends or distributions the Company can pay on its common stock and
the amount of its 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 15-year period. At
February 28, 1999 the interest rate was 6.25%.
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. Principal payments of $4.3
million are due annually beginning September 1, 2001. These Senior Notes may be
redeemed at a premium.
The aggregate payments of debt outstanding at February 28, 1999 for the
next five fiscal years and thereafter are summarized as follows:
<TABLE>
<CAPTION>
<S> <C>
2000 $ 1,046
2001 39,726
2002 4,889
2003 4,946
2004 4,373
Thereafter 13,920
--------
$ 68,900
========
</TABLE>
NOTE 6-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.
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. During fiscal 1999, 50,000 shares were
repurchased for $653 and are currently held in treasury.
F-13
<PAGE> 39
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 7--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, April 8, 1997 and April 21, 1998, the
Company established stock option plans (the 1996 Plan, 1997 Plan and 1998 Plan,
respectively) which provide for the grant of options to purchase up to 200,249,
150,000 and 150,000 shares of common stock, respectively. All Plans are
administered by the Compensation Committee of the Company's Board of Directors.
The Committee intends to grant options at 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 both the 1997 and 1998 Plans. Options under all plans become
exercisable at 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, as well as restricted stock. To date, 4,446 shares
of restricted stock have been issued to an officer of the Company.
Effective April 8, 1997 the Company established a 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 receives 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.
F-14
<PAGE> 40
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following information represents certain data as required by SFAS
No. 123, "Accounting for Stock-Based Compensation".
<TABLE>
<CAPTION>
Weighted
Number of Average
Shares Price
-------- ---------
<S> <C> <C>
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
-------- ---------
Granted 173,750 $ 13.33
Canceled (54,000) $ 19.03
Exercised (16,875) $ 3.67
Options outstanding at February 28, 1999 391,293 $ 14.32
-------- ---------
</TABLE>
The fair value of each option granted during fiscal 1999, 1998 and 1997
is estimated using the Black-Scholes option-pricing model assuming: (1) average
risk-free interest rate of 4.51%, 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 1999, 1998
and 1997 was $5.59, $8.74 and $4.38, respectively.
F-15
<PAGE> 41
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following tables summarize stock options outstanding and
exercisable at February 28, 1999:
<TABLE>
<CAPTION>
Options Outstanding
------------------------------------------------------------------------------
Weighted Average
Range of Exercise Options Remaining Weighted Average
Prices Outstanding Contractual Life Exercise Price
----------------- ------------------- ------------------ ----------------
<S> <C> <C> <C>
$ 1.03 6,793 1.16 yrs. $ 1.03
$ 8.00 - $ 9.75 82,875 7.35 yrs. $ 8.10
$11.50 - $14.75 199,750 9.40 yrs. $ 13.28
$22.25 - $23.00 101,875 8.63 yrs. $ 22.32
$ 1.03 - $23.00 391,293 8.62 yrs. $ 14.32
</TABLE>
<TABLE>
<CAPTION>
Options Exercisable
--------------------------------------------------------
Range of Exercise Options Weighted Average
Prices Exercisable Exercise Price
----------------- ----------- ----------------
<S> <C> <C>
$ 1.03 6,793 $ 1.03
$ 8.00 - $ 9.75 37,132 $ 8.02
$11.50 - $14.75 16,000 $ 13.27
$22.25 - $23.00 25,750 $ 22.32
$ 1.03 - $23.00 85,675 $ 12.75
</TABLE>
F-16
<PAGE> 42
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Had compensation expense been recorded for 1999, 1998 and 1997 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:
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Net income applicable to common stock:
As reported $ 5,154 $ 4,065 $ 3,908
Pro forma $ 4,830 $ 3,894 $ 3,810
Earnings per common share:
As reported
Basic $ 1.13 $ 0.91 $ 0.90
Diluted $ 1.10 $ 0.89 $ 0.89
Pro forma
Basic $ 1.06 $ 0.87 $ 0.88
Diluted $ 1.03 $ 0.85 $ 0.87
</TABLE>
NOTE 8--INCOME TAXES:
- ---------------------
The components of income tax expense for the years ended February 28,
1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
February 28,
-----------------------------------
1999 1998 1997
---------- ----------- ----------
<S> <C> <C> <C>
Current $ 1,425 $ 931 $ 1,067
Deferred 1,555 1,282 992
State and local taxes 457 385 419
---------- ------- -------
$ 3,437 $ 2,598 $ 2,478
========== ======= =======
</TABLE>
F-17
<PAGE> 43
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Deferred tax assets and liabilities consist of the following:
<TABLE>
<CAPTION>
February 28,
------------------
1999 1998
------- -------
<S> <C> <C>
Deferred assets:
Alternative minimum tax (AMT) credit carryforwards $ 586 $ 994
Deferred state taxes 221 190
Accruals 1,049 834
Excess GranTree tax basis 195 195
Capitalized reorganization costs 299 299
Other 144 150
------- -------
2,494 2,662
Deferred liabilities:
Depreciation and other (7,900) (6,513)
------- -------
Net deferred liability (5,406) (3,851)
Valuation allowance (332) (332)
------- -------
Liability reflected in balance sheet $(5,738) $(4,183)
======= =======
</TABLE>
A reconciliation of the effective tax rate to the statutory federal tax
rate is summarized as follows:
<TABLE>
<CAPTION>
February 28,
------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Federal income taxes at 34% statutory rate $2,921 $2,265 $2,171
State and local taxes, net of federal benefit 434 304 267
Permanent differences 36 19 16
Other 46 10 24
------ ------ ------
Provision for income taxes $3,437 $2,598 $2,478
====== ====== ======
</TABLE>
The AMT credit carryforwards of $586 at February 28, 1999 can be
carried forward indefinitely. As a result of the initial public offering and the
subsequent ownership change of the Company by more than 50%, the annual
utilization of the AMT credit carryforward is limited. The Company 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, 1999, approximately
$572 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.
F-18
<PAGE> 44
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 9--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.
Employees of the former Oxford Furnished Apartments, Inc. were covered
by a separate defined benefit contribution plan until July 1, 1998. Terms were
identical to Globe's plan except that participants became 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 was a discretionary amount determined annually.
Effective July 1, 1998, these employees were transferred to Globe's plan.
Expense related to these plans was $81, $70 and $58 in 1999, 1998 and
1997, respectively.
NOTE 10--RELATED PARTY TRANSACTIONS:
- ------------------------------------
The Company leases certain real property and equipment under operating
leases from certain of the Company's directors. Lease terms range from one to
ten years. On March 31, 1998 one operating lease with certain of the Company's
officers and directors was canceled at no penalty to the Company. Related party
rental expenses were $621, $754 and $771 in 1999, 1998 and 1997, 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.
On May 1, 1998 the Company purchased for resale the home of an officer
for $328 in connection with the officer's relocation. The home was sold on
September 4, 1998.
F-19
<PAGE> 45
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 11--QUARTERLY INFORMATION (UNAUDITED):
- -------------------------------------------
Quarterly Operating Results - The following are quarterly results of
consolidated operations for fiscal 1999 and fiscal 1998 (in thousands except per
share data).
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
FISCAL YEAR ENDED FEBRUARY 28, 1999
Revenues $ 32,882 $ 39,676 $ 38,208 $ 36,684 $147,450
Gross profit 14,919 17,372 15,964 14,940 63,195
Operating income 2,758 3,910 3,388 2,924 12,980
Net income 1,075 1,665 1,440 974 5,154
Earnings per common share:
Basic $ 0.24 $ 0.37 $ 0.32 $ 0.21 $ 1.13
Diluted $ 0.23 $ 0.36 $ 0.31 $ 0.21 $ 1.10
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
</TABLE>
F-20
<PAGE> 46
GLOBE BUSINESS RESOURCES, INC.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
<TABLE>
<CAPTION>
Charged
(Credited) Charged
Balance at to Cost (Credited) Balance at
Beginning and to Other End of
Description of Period Expenses Accounts Deductions Period
- --------------------------------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts:
Year ended February 28, 1999 $609 $463 $ - $ 95 $977
Year ended February 28, 1998 460 541 - 392 609
Year ended February 28, 1997 327 173 - 40 460
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, 1999 $332 $ - $ - $332
Year ended February 28, 1998 332 - - 332
Year ended February 28, 1997 332 - - 332
</TABLE>
F-21
<PAGE> 47
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 1999:
Form 8-K filed January 22, 1999 under Item 5 for the Corporate
Condominiums acquisition.
S-1
<PAGE> 48
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 5, 1999
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 5, 1999
/s/ Blair D. Neller
- ----------------------
Blair D. Neller Director May 5, 1999
/s/ Alvin Z. Meisel
- ----------------------
Alvin Z. Meisel Director May 5, 1999
/s/ William R. Griffin
- ----------------------
William R. Griffin Director May 5, 1999
/s/ Thomas C. Parise
- ----------------------
Thomas C. Parise Director May 5, 1999
/s/ Sharon G. Kebe Senior Vice President-
- ---------------------- Finance and Treasurer
Sharon G. Kebe (Principal Financial Officer) May 5, 1999
<PAGE> 49
GLOBE BUSINESS RESOURCES, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Exhibit Description
- ------ -------------------
<S> <C>
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)
10.5.1 Amendment to Credit Agreement among the Registrant, The Fifth Third Bank, PNC
Bank and Northwest Bank dated May 14, 1998 (e)
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)
10.13 1998 Stock Option and Incentive Plan (f)
*******************************************************************************
21 Subsidiaries of the registrant
23 Consent of PricewaterhouseCoopers LLP
</TABLE>
E-1
<PAGE> 50
GLOBE BUSINESS RESOURCES, INC.
INDEX TO EXHIBITS - CONTINUED
27 Financial data schedule
99 Safe Harbor Statement
(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
(e) Incorporated by reference to Form 10-Q for the quarterly period ended May
31, 1998
(f) Incorporated by reference to the definitive Proxy Statement for the 1998
Annual Meeting of Shareholders
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.
E-2
<PAGE> 1
GLOBE BUSINESS RESOURCES, INC.
EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT
The following is a list of subsidiaries of Globe Business Resources,
Inc. at February 28, 1999. All corporations listed are 100% owned subsidiaries
of Globe Business Resources, Inc.
State of
Name of Company Incorporation
- --------------- -------------
Corporate Stay International, Inc. Ohio
Corporate Quarters, LTD Ohio
Globe Furniture Rentals, Inc. Ohio
GranTree Corporation Oregon
E-3
<PAGE> 1
GLOBE BUSINESS RESOURCES, INC.
EXHIBIT 23 - CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Registration Statement on Form S-3 (No. 333-27997) and Form
S-8 (No. 333-2252, No. 333-32613 and No. 333-60303) of Globe Business Resources,
Inc. of our report dated April 9, 1999 appearing on page F-1 of this Form 10-K.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
May 5, 1999
E-4
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-END> FEB-28-1999
<CASH> 1,123
<SECURITIES> 0
<RECEIVABLES> 12,959
<ALLOWANCES> 977
<INVENTORY> 55,426
<CURRENT-ASSETS> 0
<PP&E> 15,720
<DEPRECIATION> 7,251
<TOTAL-ASSETS> 131,797
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 24,018
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 131,797
<SALES> 16,818
<TOTAL-REVENUES> 147,450
<CGS> 9,966
<TOTAL-COSTS> 134,470
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,410
<INCOME-PRETAX> 8,591
<INCOME-TAX> 3,437
<INCOME-CONTINUING> 5,154
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,154
<EPS-PRIMARY> 1.13
<EPS-DILUTED> 1.10
</TABLE>
<PAGE> 1
GLOBE BUSINESS RESOURCES, INC.
EXHIBIT 99 - SAFE HARBOR
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor from civil litigation in many instances for forward-looking statements.
In order to take advantage of the Act, such statements must be accompanied by
meaningful cautionary statements that identify important factors that could
cause actual results to differ materially from those that might be projected.
This exhibit to the Registrant's Form 10-K is being filed in order to allow the
Registrant to take advantage of the provisions of this Act by providing the
following cautionary statements:
Risk Factors Affecting Globe
- ----------------------------
Globe's business operations and strategy are subject to a number of
uncertainties and risks which could adversely affect its performance in the
future. Among these are the following factors:
Globe's principal growth strategy depends on the acquisition of other
companies in the corporate housing and furniture rental businesses. Although
previous acquisitions have been successful to date, there can be no assurance
that any additional acquisitions will be consummated or that, if acquisitions
are consummated, they will be successful. Acquisitions require a significant
commitment of corporate resources, management attention and capital which, in
certain cases, could exceed that available to Globe. Additionally, Globe could
experience unexpected costs and operational difficulties in integrating acquired
businesses.
There can be no assurances that Globe will be able to maintain large
customer contracts, enter into new contracts, or increase market share by
expanding into new markets in the future.
Globe depends on the continued availability of an adequate supply of
corporate housing units in its markets. There can be no assurances that Globe
will be able to obtain the necessary units and lease terms to match customer
demand.
Many of Globe's competitors have greater financial and other resources
than Globe. These resources could give them an advantage in price and service
areas.
Several of Globe's furniture rental customers compete with Globe in its
corporate housing business. As Globe expands in the corporate housing area, it
may continue to lose furniture rental business from those competitors.
Globe is dependent on its computer systems in its daily operations. In
addition, Globe is developing a comprehensive corporate housing business
information system. Significant cost or time overruns on this system development
or unidentified deficiencies in other Globe systems could have a material
adverse affect on Globe's operations.
While Globe is not aware of Year 2000 noncompliance exposures related
to either its own operations or the operations of customers or vendors and it
does not have a relationship with any third-party vendor which is material to
its operations, there can be no assurance that either its own systems or the
systems of other companies on which the Company relies will be converted in a
timely manner or that the failure to convert would not have an adverse impact on
Globe's operations. Costs associated with any such failure cannot be reasonably
estimated.
The Company believes that the industry it serves is significantly
influenced by economic conditions generally and by levels of job creation,
relocations of employees and
E-5
<PAGE> 2
GLOBE BUSINESS RESOURCES, INC.
EXHIBIT 99 - SAFE HARBOR - CONTINUED
general business activity. A prolonged economic downturn could have a material
adverse affect on Globe's operations.
E-6
