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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____ TO _____
COMMISSION FILE NUMBER 0-28148
THE VINCAM GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2452823
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2850 DOUGLAS ROAD
CORAL GABLES, FLORIDA 33134 (305) 460-2350
(Address of principal executive offices) (Registrant's telephone number,
including area code)
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<PAGE>
Part II, Item 7, Part II, Item 8 and Part IV of the Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 (the "Form 10-K") of The
Vincam Group, Inc. (the "Company") are hereby amended in their entirety to read
as follows:
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements. The
Company's actual results could differ materially from those discussed in such
forward-looking statements. Factors that could cause or contribute to such
differences include those discussed below and elsewhere in this Form 10-K. See
Part 1, "Cautionary Note Regarding Forward-Looking Statements." The following
discussion and analysis should be read in conjunction with the Consolidated
Financial Statements and the Notes thereto which appear elsewhere in this Form
10-K.
OVERVIEW
Vincam, one of the ten largest PEOs in the industry based on 1996
revenues, provides small and medium-sized businesses with an outsourcing
solution to the complexities and costs related to employment and human
resources. The Company's continuum of integrated employment-related services
consists of human resource administration, employment regulatory compliance
management, workers' compensation coverage, health care and other employee
benefits. The Company establishes a co-employer relationship with its clients
and contractually assumes substantial employer responsibilities with respect to
worksite employees. In addition, the Company offers certain specialty managed
care services on a stand-alone basis to health and workers' compensation
insurance companies, HMOs and large employers.
The Company's standard PEO services agreement provides for an initial
one year term, subject to termination by the Company or the client at any time
during the first year upon 30 days' prior written notice. Thereafter, the
contract may be terminated upon 30 days' notice given prior to the expiration of
the renewal term or immediately for cause. Client contracts acquired in
acquisitions may be terminable upon shorter notice, or under different terms,
than under the Company's standard PEO services agreements. A significant number
of contract terminations could have a material adverse effect on the Company's
financial condition, results of operations and liquidity. Revenues from
professional employer services are based on a pricing model that takes into
account the gross pay of each employee and a mark-up which includes the
estimated costs of federal and state employment taxes, workers' compensation,
employee benefits and the human resource administrative services, as well as a
provision for profit. The specific mark-up varies by client based on the
workers' compensation classification of the worksite employees and their
eligibility for health care benefits. Accordingly, the Company's average mark-up
percentage will fluctuate based on client mix, which cannot be predicted with
any degree of certainty. Specialty managed care revenues are generated from a
variety of risk-bearing, capitated, and fee-based arrangements.
The Company's revenues include all amounts billed to clients for gross
salaries and wages, related employment taxes, and health care and workers'
compensation coverage of worksite employees. The Company is obligated to pay the
gross salaries and wages, related employment taxes and health care and workers'
compensation costs of its worksite employees whether or not the Company's
clients pay the Company on a timely basis or at all. The Company believes that
including such amounts as revenues appropriately reflects the responsibility
which the Company bears for such amounts and is consistent with industry
practice. In addition, the Company's revenues are subject to fluctuations as the
result of (i) changes in the volume of worksite employees serviced by the
Company; (ii) changes in the wage base and employment tax rates of worksite
employees; and (iii) changes in the mark-up charged by the Company for its
services.
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The Company's primary direct costs are (i) salaries, wages, the
employer's portion of social security, Medicare premiums, federal unemployment
taxes, and other state payroll-based and sales taxes, (ii) health care and
workers' compensation costs, and (iii) state unemployment taxes and other direct
costs. The Company can significantly impact its gross profit margin by actively
managing the direct costs described in clauses (ii) and (iii).
The Company's health care costs consist of medical insurance premiums,
payments of and reserves for claims subject to deductibles and the costs of
dental care, vision care, disability, employee assistance and other similar
benefit plans. The Company's health care benefit plans consist of a mixture of
fully insured, minimum premium arrangements, partially self-insured plans and
guaranteed cost programs, with third party insurers providing insurance with
respect to minimum premium and partially self-insured plans to the extent claims
exceed certain levels ("stop loss coverage"). Under minimum premium arrangements
and partially self-insured plans, liabilities for health care claims are
recorded based on the Company's health care loss history. The Company maintains
reserves for medical and behavioral health claims which reserves are estimates
based on periodic reviews of open claims, past claims experience and other
factors deemed relevant by management. See Notes 1 and 7 of the Notes to
Consolidated Financial Statements. While the Company believes that such reserves
are adequate, the Company cannot predict with certainty the ultimate liability
associated with health care costs and past claims experience may not be
indicative of future results. Accordingly, if estimated reserve amounts prove to
be less than the ultimate liability with respect to such claims, the Company's
financial condition, results of operations and liquidity could be materially
adversely affected. In addition, to the extent an insurer delays or denies the
payment of a claim for stop loss coverage, the Company's financial condition,
results of operations and liquidity could be materially adversely affected.
Workers' compensation costs include medical costs and indemnity
payments for lost wages, administrative costs and insurance premiums related to
the Company's workers' compensation coverage. Prior to 1997, the Company was
insured under a large deductible insurance plan. Under this plan the Company was
obligated to reimburse its insurance carrier for a portion of the insurance risk
related to workers' compensation claims up to a predetermined deductible per
occurrence ranging from $150,000 to $1,000,000. Workers' compensation costs for
1995 and 1996 also include reserves for claims which have been incurred but not
reported and for anticipated loss development. In December 1996, the Company
entered into an arrangement with an insurance company under which the percentage
of the average standard premium to be paid by the Company for workers'
compensation coverage for the years 1997 to 1999 was fixed. The arrangement,
originally covering the years 1997 through 1999, now includes the year 2000
under certain revised terms and conditions. The arrangement remains a guaranteed
cost program. Additionally, the Company entered into agreements as of December
1996 whereby the Company reinsured substantially all of the remaining claims
under the Company's large deductible workers' compensation insurance policies
for the years 1994 through 1996, and in 1997 entered into similar agreements to
reinsure the remaining claims under the prior large deductible workers'
compensation insurance policies of SAI, AMI and SNI.
State unemployment taxes are based on rates which vary from state to
state. Generally they are subject to certain minimum rates, but the aggregate
rates payable by an employer are affected by the employer's claims history. The
Company controls unemployment claims by aggressively contesting unfounded claims
and, when possible, quickly returning employees to work by reassigning them to
other worksites.
The Company's primary operating expenses are administrative personnel
expenses, other general and administrative expenses, and sales and marketing
expenses. Administrative personnel expenses include compensation, fringe
benefits and other personnel expenses related to internal administrative
employees. Other
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general and administrative expenses include rent, office supplies and expenses,
legal and accounting fees, insurance and other operating expenses. Sales and
marketing expenses include compensation of sales representatives and the
marketing staff, as well as marketing and advertising expenses.
The Company's long-term profitability is largely dependent upon its
success in managing its controllable direct costs, although the Company's
current guaranteed cost workers' compensation policy largely eliminates
fluctuations in direct costs associated with workers' compensation for the years
covered thereby. The Company manages its controllable direct costs through its
use of (i) its proprietary managed care system, which includes provider
networks, utilization review and case management, (ii) educational programs
designed to reduce the severity and frequency of workplace accidents, and (iii)
a variety of other techniques, including return to work programs, drug-free
workplace programs, involvement in hiring, disciplinary and termination
decisions, adjudication of unemployment claims, and reassignment of laid off
workers.
The Company's financial condition and results of operations are subject
to several contingencies including the conclusions that may be reached by the
IRS Market Segment Group and the resolutions of certain pending legal
proceedings. For more information regarding such contingencies see Item 1,
"Industry Regulation--Federal and State Employment Taxes," "Industry
Regulation--Employee Benefit Plans," and Item 3, "Legal Proceedings."
In addition, the year 2000 issue may materially affect the Company's
services or competitive conditions. This issue affects computer systems that
have time-sensitive programs (such as the Company's payroll processing programs)
that may not properly recognize the year 2000. This could result in major
systems failures or miscalculations. The Company has begun the process of
identifying, evaluating, and implementing changes to computer programs necessary
to address the year 2000 issue in order to provide uninterrupted normal
operations of critical business systems before, during and after the year 2000.
If necessary modifications and conversions are not completed in a timely manner,
the year 2000 issue may have a material adverse effect on the results of
operations and financial condition of the Company. The total cost associated
with the required modifications and conversions is not known at this time,
however, it is not expected to be material to the Company's financial position
and is being expensed as incurred.
RECENT DEVELOPMENTS
In January 1998, the Company modified its arrangement with Reliance
National to provide workers' compensation insurance coverage. The arrangement,
originally covering the years 1997 through 1999, now includes the year 2000
under certain revised terms and conditions. The arrangement remains a guaranteed
cost program. The premium paid by the Company in December 1997 for such workers'
compensation insurance coverage is reflected as prepaid workers' compensation
insurance premium in the Company's balance sheet at December 31, 1997 and will
be amortized over the 1998 policy year. The policy is anticipated to enhance the
predictability of the Company's workers' compensation costs because it
substantially eliminates the annual sensitivity of such costs to the ongoing
loss development and payment of workers' compensation claims and related reserve
adjustments beyond the $2,000 deductible per medical claim. Additionally, during
1997 the Company entered into agreements under which the Company reinsured
substantially all the remaining claims under the prior large deductible workers'
compensation insurance policies of SAI, AMI and SNI.
On January 30, 1998, the Company acquired CSS, a privately held PEO
headquartered in Orange, Connecticut with approximately 113 clients and 1,150
worksite employees. The Company issued 150,000 shares of its common stock in
exchange for all of the outstanding shares of common stock of CSS. The
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<PAGE>
transaction was not material to the Company's financial condition and results of
operations and will be accounted for in future periods as a pooling of
interests.
RESULTS OF OPERATIONS
The following table sets forth, for each of 1997, 1996 and 1995,
certain selected income statement data expressed as a percentage of revenues:
<TABLE>
<CAPTION>
AS A PERCENT OF REVENUES
YEAR ENDED DECEMBER 31,
-------------------------
1997 1996 1995
---- ----- -----
<S> <C> <C> <C>
Revenues ......................................... 100.0% 100.0% 100.0%
----- ----- -----
Direct costs:
Salaries, wages and employment taxes of
worksite employees .......................... 88.8% 88.4% 88.8%
Health care and workers' compensation ......... 4.2% 4.8% 5.1%
State unemployment taxes and other ............ 1.1% 1.1% 1.0%
----- ----- -----
Total direct costs .......................... 94.1% 94.3% 94.9%
----- ----- -----
Gross profit ..................................... 5.9% 5.7% 5.1%
----- ----- -----
Operating expenses:
Administrative personnel ...................... 2.6% 2.9% 2.7%
Other general and administrative .............. 1.8% 1.5% 1.5%
Sales and marketing ........................... 0.7% 0.8% 0.7%
Depreciation and amortization ................. 0.3% 0.2% 0.1%
----- ----- -----
Total operating expenses .................... 5.4% 5.4% 5.0%
----- ----- -----
Operating income ................................. 0.5% 0.3% 0.1%
Interest income, net ............................. 0.0% 0.1% 0.0%
----- ----- -----
Income before taxes .............................. 0.5% 0.4% 0.1%
Provision for income taxes ....................... 0.3% 0.1% 0.0%
----- ----- -----
Net income ....................................... 0.2% 0.3% 0.1%
===== ===== =====
</TABLE>
During 1996, the Company acquired substantially all of the assets and
liabilities of The Stone Mountain Group, Inc. ("SMG") in an acquisition
accounted for as a purchase. See Note 2 of Notes to Consolidated Financial
Statements. The financial condition and results of operations discussed below
include the results of operations since September 1, 1996 of the business
acquired from SMG, which affects the comparability of the Company's results
of operations for 1997, 1996 and 1995. In addition, the
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<PAGE>
results of operations of SAI, AMI and SNI are included for all periods
presented, including those prior to their respective acquisitions by the
Company.
YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996
The Company's revenues for the year ended December 31, 1997 were $983.6
million compared to $654.8 million for the year ended December 31, 1996,
representing an increase of $328.9 million, or 50.2%. This increase was due
primarily to an increased number of PEO worksite employees. The number of
worksite employees increased 23.9% over the same period, from 32,757 worksite
employees to 40,615.
Salaries, wages and employment taxes of worksite employees were $873.3
million for 1997, compared to $579.1 million for 1996, representing an increase
of $294.1 million, or 50.7%. The increase in salaries, wages and employment
taxes of worksite employees was due primarily to an increased number of PEO
worksite employees. Salaries, wages and employment taxes of worksite employees
were 88.8% of revenues for 1997, compared to 88.4% for 1996. The increase of
salaries, wages and employment taxes of worksite employees as a percentage of
revenues resulted from a change in the Company's worksite employee mix towards
worksite employees having a lower cost workers' compensation classification and
lower workers' compensation rates in several of the states where the Company
operates, which resulted in lower markups being charged by the Company.
Health care and workers' compensation costs were $41.8 million for
1997, compared to $31.1 million for 1996, representing an increase of $10.7
million, or 34.3%. This increase was due mainly to the higher volume of PEO
worksite employees. Health care and workers' compensation costs were 4.2% of
revenues for 1997, compared to 4.8% for 1996. The decrease of health care and
workers' compensation costs as a percentage of revenues was due mainly to the
workers' compensation insurance program that was in place for the full fiscal
year ended December 31, 1997.
State unemployment taxes and other direct costs were $10.5 million for
1997, compared to $7.3 million for 1996, representing an increase of $3.2
million or 43.1%. This increase was due mainly to the higher volume of salaries
and wages paid during 1997 which was a direct function of the increase of PEO
worksite employees, an increased number of client companies using other services
and products (e.g., 401(k), the drug free workplace program, etc.), and an
increase in other direct costs related to the Company's services. State
unemployment taxes and other direct costs were 1.1% of revenues for 1997 and
1996.
Gross profit was $58.1 million for 1997 compared to $37.2 million for
1996, representing an increase of $20.1 million, or 56.2%, due mainly to the
increase in revenues resulting from an increase of PEO worksite employees. This
increase was due mainly to the higher volume of salaries and wages paid during
1997 which was a direct function of the increase of PEO worksite employees.
Gross profit was 5.9% of revenues for 1997, compared to 5.7% for 1996. The
improvement in gross margin was due mainly to lower workers' compensation costs
resulting from the Company's guaranteed cost workers' compensation insurance
policy.
Administrative personnel expenses were $25.1 million for 1997, compared
to $19.2 million for 1996, representing an increase of $5.9 million, or 30.5%.
This increase was primarily attributable to increased staffing to support the
Company's growth, including management and senior executive personnel.
Administrative personnel expenses were 2.6% of revenues for the 1997, compared
to 2.9% for 1996. This decrease in administrative personnel expenses as a
percentage of revenues resulted from the payment of
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<PAGE>
executive salaries at AMI in 1996, which were reduced in 1997 after the AMI
Acquisition by the Company in June 1997.
Other general and administrative expenses were $18.0 million for 1997,
compared to $9.5 million for 1996, representing an increase of $8.4 million, or
88.3%. This increase in other general and administrative expenses was primarily
attributable to the growth of the Company's business, to the increased amount of
transaction costs related to the acquisitions of SAI, AMI, SNI and CSS and
severance costs during 1997 of approximately $2.3 million, to the $1.0 million
charge related to the termination of the strategic alliance under which the
Company previously provided its workers' compensation managed care services, and
to the increase of $1.9 million in additional reserves for bad debts charged to
operations during 1997. The increase in the allowance for bad debt of $1.9
million was due primarily to the Company's acquisition of companies which
applied less rigorous credit underwriting standards than the Company, the
Company's accounts receivable growth of 78%, and the provision for certain
health care receivables arising under certain stop-loss insurance policies in an
amount of approximately $0.8 million. Other general and administrative expenses
were 1.8% of revenues for 1997, compared to 1.5% for 1996.
Sales and marketing costs were $7.3 million for 1997, compared to $5.0
million for 1996, representing an increase of $2.2 million, or 43.7%. The
increase reflects the addition of sales representatives and marketing personnel,
consistent with the Company's strategy to increase its client base in its
existing and acquired markets. Sales and marketing costs were 0.7% of revenues
for 1997, compared to 0.8% for 1996.
Operating income was $4.5 million for 1997, compared to $2.2 million
for 1996, representing an increase of $2.3 million, or 103.8%. The increase in
operating income was due mainly to lower worker's compensation costs resulting
from the Company's guaranteed cost workers' compensation insurance policy. The
Company's operating income for 1997 was also affected by the reversal into
income of a $2.2 million reserve for state employment taxes, which reversed
reserve was offset by an increase of $1.9 million in the provision for bad debt
and the recognition of an impairment of $0.8 million in client contracts.
The effective income tax rate of the Company for 1997 increased to
65.2% from 30.0% in 1996. The increase in the effective income tax rate was due
mainly to the change in tax status of SNI and AMI, which were previously taxed
under the Subchapter S provisions of the Internal Revenue Code, at the
respective dates of their acquisitions by the Company which resulted in the
Company's inability to claim for tax purposes SNI and AMI operating losses of
approximately $1.9 million for periods prior to such acquisition dates. In
addition, the Company had permanent differences related to the non-deductibility
for tax purposes of certain acquisition related costs of approximately $1.8
million. See Note 11 of the Notes to Consolidated Financial Statements.
Net income was $1.7 million for 1997, compared to $2.1 million for
1996, representing a decrease of $0.4 million, or 20.6%. Diluted earnings per
share were $0.10 for 1997, compared to $0.14 for 1996, representing a decrease
of $0.04, or 28.6%.
The Company anticipates that administrative personnel expenses, other
general and administrative expenses, sales and marketing expenses and interest
expense will continue to increase in future periods to the extent that the
Company continues to experience growth and to expand its service offerings.
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995
The Company's revenues for the year ended December 31, 1996 were $654.8
million compared to $419.4 million for the year ended December 31, 1995,
representing an increase of $235.4 million, or 56.1%. This increase was due
primarily to an increased number of PEO worksite employees. In addition, $16.1
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<PAGE>
million of the increase is attributable to the operations of SMG. The number of
worksite employees increased 64.8% over the same period, from 19,876 worksite
employees to 32,757, of which 1,987 were acquired from SMG.
Salaries, wages and employment taxes of worksite employees were $579.1
million for 1996, compared to $372.5 million for 1995, representing an increase
of $206.6 million, or 55.5%. Salaries, wages and employment taxes of worksite
employees were 88.5% of revenues for 1996, compared to 88.8% for 1995. The
decrease of salaries, wages and employment taxes of worksite employees as a
percentage of revenues was due mainly to incremental revenues from the Company's
specialty managed care services.
Health care and workers' compensation costs were $31.1 million for
1996, compared to $21.5 million for 1995, representing an increase of $9.6
million, or 45.1%. This increase was due mainly to the higher volume of health
care and workers' compensation claims paid and/or reserved during 1996 which was
a direct function of the increase of PEO worksite employees. Health care and
workers' compensation costs were 4.8% of revenues for 1996, compared to 5.1% for
1995. The decrease of health care and workers' compensation costs as a
percentage of revenues was due mainly to improved effectiveness in managing the
frequency and severity of workers' compensation and health care costs and
incremental revenues from the Company's specialty managed care services.
State unemployment taxes and other direct costs were $7.3 million for
1996, compared to $4.0 million for 1995, representing an increase of $3.3
million or 82.0%. This increase was due mainly to the higher volume of salaries
and wages paid during 1996 which was a direct function of the increase of PEO
worksite employees, an increased number of client companies using other services
and products (e.g., 401(k), the drug free workplace program, etc.), as well as
an increase in other direct costs related to the Company's specialty managed
care services. State unemployment taxes and other direct costs were 1.1% of
revenues for 1996, compared to 1.0% for 1995.
Gross profit was $37.2 million for 1996, compared to $21.4 million for
1995, representing an increase of $15.8 million, or 74.0%, due mainly to the
increase in revenues resulting from an increase of PEO worksite employees. Gross
profit was 5.7% of revenues for 1996, compared to 5.1% for 1995. This increase
was due mainly to the Company's effectiveness in managing the frequency and
severity of workers' compensation and health care costs and an increase in
revenues from the Company's specialty managed care services which carry a higher
margin than the Company's PEO services.
Administrative personnel expenses were $19.2 million for 1996, compared
to $11.2 million for 1995, representing an increase of $8.0 million, or 72.4%.
This increase was primarily attributable to increased staffing to support the
Company's future growth, including management and senior executive personnel.
Administrative personnel expenses were 2.9% of revenues for 1996, compared to
2.7% for 1995.
Other general and administrative expenses were $9.5 million for 1996,
compared to $6.7 million for 1995, representing an increase of $2.8 million, or
42.8%. This increase in other general and administrative expenses was primarily
attributable to the growth of the Company's business and the addition of
workers' compensation managed care services, which the Company made available to
external clients for the first time in 1995. Other general and administrative
expenses were 1.5% of revenues for 1996 and 1995.
Sales and marketing costs were $5.0 million for 1996, compared to $2.8
million for 1995, representing an increase of $2.3 million, or 80.5%. The
increase reflects the addition of sales executives and
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marketing personnel, consistent with the Company's strategy to increase its
client base in its existing and acquired markets. Sales and marketing costs were
0.8% of revenues for 1996, compared to 0.7% for 1995.
Net income was $2.1 million for 1996, compared to $0.4 million for
1995, representing an increase of $1.7 million, or 463.9%. Earnings per share
were $0.14 for 1996, compared to $0.03 for 1995, representing an increase of
$0.11, or 366.7%.
The Company anticipates that administrative personnel expenses, other
general and administrative expenses and sales and marketing expenses will
continue to increase in future periods to the extent that the Company continues
to experience growth and to expand its service offerings.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997, the Company had working capital of $17.4 million,
compared to $20.9 million at December 31, 1996. The decrease was due mainly to
the Company's increased investment in long term assets, such as increased
property and equipment of $2.9 million and increased other assets (including the
Company's purchase of a workers' compensation managed care provider network) of
$1.1 million. The Company anticipates that this trend in working capital will
continue in future periods as a result of the Company's current plans to
continue growth through acquisitions and expenditures to support current growth.
The Company's Credit Agreement with a group of banks for which Fleet
National Bank ("Fleet Bank") acted as agent provides for a $50.0 million
revolving line of credit with a sublimit of $15.0 million for standby letters of
credit and revolving credit loans for working capital purposes. The Credit
Agreement also provides for advances to finance acquisitions. The Company uses
letters of credit primarily to secure its obligations to reimburse its former
workers' compensation insurance carrier for workers' compensation payments
subject to the policy deductible. Borrowings bear interest at rates based, at
the Company's option, on Fleet Bank's Prime Rate plus a margin of as much as
0.25% or its Eurodollar Rate (as defined in the Credit Agreement) plus a margin
of 1.00% to 1.75%, depending on certain financial covenants. The facility is
secured by a pledge of the shares of all of the Company's subsidiaries. The
revolving line of credit matures on April 24, 2000. If, on April 24, 2000,
certain conditions are satisfied, any amounts outstanding under the revolving
line of credit may be converted into a term loan payable in eight quarterly
instalments commencing on August 1, 2000. The Credit Agreement contains
customary events of default and covenants which prohibit, among other things,
incurring additional indebtedness in excess of a specified amount, paying
dividends, creating liens and engaging in certain mergers or combinations
without the prior written consent of the lender. The Credit Agreement also
contains certain financial covenants relating to current ratio, debt to capital
ratio, debt and fixed charges coverage and minimum tangible net worth, as
defined in the Credit Agreement. The Company is required to pay an unused
facility fee ranging from .20% to .35% per annum on the facilities, depending
upon certain financial covenants. Under the Company's credit facility, the
Company had outstanding $7.6 million in stand by letters of credit at December
31, 1997 which guarantee the payment of claims to the Company's previous
workers' compensation carrier under the Company's large deductible workers'
compensation insurance policies for 1994, 1995 and 1996. As of that date, there
were no other amounts outstanding under the Company's credit facility.
On December 9, 1997, the Company entered into a leasing arrangement
with respect to a new headquarters facility in Miami-Dade County that the
Company expects will be completed in the fall of 1998. The leasing arrangement
has an initial expiration date of four years after completion of the facility
and allows the Company to extend the term of the lease for up to three more
years. The lessor of the facility has
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financed 97% of the costs of acquiring the land and constructing the facility.
The financing agreement relating to the facility (the "Facility Financing
Agreement") contains certain covenants, including financial covenants, of the
Company and events of default with respect thereto, which covenants are the same
in all material respects as those contained in the Company's Credit Agreement.
Under the leasing arrangement, the Company's commitment in future years
will be based on (i) interest at a competitive rate on all outstanding loan
amounts with respect to the facility plus (ii) the yield, at a competitive rate,
in respect of the lessor's 3% equity investment. A default under the Company's
covenants contained in the Facility Financing Agreement constitutes a default
under the Company's lease of the headquarters facility. In the event of such a
default, the Company is obligated to either purchase the facility for the
Purchase Price (defined below) or pay a termination fee in an amount
approximately equal to the Purchase Price. The maximum amount on which the lease
payments will be based is limited to $12 million. As of December 31, 1997, an
aggregate of $3.9 million in loans were outstanding to the lessor which financed
the $2.6 million purchase price of the land and certain development and closing
costs.
The Company has an option to purchase the headquarters facility at any
time for an amount equal to the total of (i) the amount of loans outstanding
with respect to the property, (ii) the lessor's investment in the facility,
(iii) any accrued and unpaid interest on such outstanding loans, and (iv) all
accrued and unpaid yield on the lessor's equity investment (the "Purchase
Price"). If the Company determines not to purchase the facility, it will be
required to make a termination payment at the end of the lease term equal to
approximately 85% of the Purchase Price. The Company's lease payment obligations
are secured by a pledge of the stock of all of its subsidiaries.
The Company anticipates that available cash, cash flows from operations
and borrowing availability under the Credit Agreement will be sufficient to
satisfy the Company's liquidity and working capital requirements for the
foreseeable future; however, to the extent that the Company should desire to
increase its financial flexibility and capital resources or require or choose to
fund future capital commitments from sources other than operating cash or from
borrowings under its revolving line of credit or its acquisition loan facility,
the Company may consider raising capital through the offering of equity and/or
debt securities in the public or private markets, as well as from banks.
The Company's primary short-term liquidity requirements in 1998 include
the repayment of $10.2 million borrowed by the Company to finance the prepayment
of a portion of the Company's workers' compensation and general liability
insurance premiums for 1998, payment of $750,000 due on the mortgage of the
Company's current headquarters facility, investment in software development,
expenditures for office and computer equipment to support the Company's growth,
and the payment of other expenses related to the Company's growth. The Company
anticipates capital expenditures for 1998 of approximately $5.0 million,
primarily for software development, including the evaluation and implementation
of changes to computer programs addressing the year 2000 issue.
Net cash used in operating activities was $14.9 million for the year
ended December 31, 1997, compared to cash used in operating activities of
approximately $2.3 million for 1996. The difference between the Company's net
income of $1.7 million for the year ended December 31, 1997, and its negative
operating cash flow was due primarily to a $22.8 million increase in accounts
receivable, an increase of $1.5 million in income tax receivable, an increase of
$1.1 million in other assets, an increase in prepaid workers' compensation
insurance premium of $9.0 million (which was partially financed as noted below),
an increase of $1.6 million in prepaid expenses and other current assets, a
decrease in reserves for claims of $5.3 million, and a decrease of $1.9 million
in accounts payable and accrued expenses, partially reduced by noncash items
such as depreciation and amortization of $3.3 million, provision for doubtful
accounts of $1.9 million and deferred income tax expense of $1.8 million, a
decrease in restricted cash of $1.1 million, an increase in accrued salaries,
wages, and payroll taxes of $18.7 million, and a $1.5 million decrease in
reinsurance recoverable. The increase in accounts receivable and accrued
salaries, wages and payroll taxes resulted from both a higher number of PEO
clients and worksite employees served during 1997 and the timing of the payroll
cycle. The Company's accounts receivable and accrued salaries, wages, and
payroll taxes are subject
9
<PAGE>
to fluctuations depending on the proximity of the closing date of the reporting
period to that of the payroll cycle.
Net cash used in investing activities was $6.3 million for the year
ended December 31, 1997, compared to $6.1 million used in investing activities
in the same period in 1996. This reflects the purchase of $4.7 million in
property and equipment to support the Company's growth and the purchase of short
term investments of $1.6 million.
Net cash provided by financing activities was $7.2 million for the year
ended December 31, 1997, compared to $24.6 million provided by financing
activities in the same period in 1996. During 1997, the Company financed $10.2
million for the payment of the Company's workers' compensation and general
liability insurance premiums for the fiscal year ending December 31, 1998. This
financing inflow was partially offset by the payment of $2.2 million due under
acquisition agreements and $1.0 million paid by SNI to its shareholders prior to
the Company's acquisition of SNI.
NEW ACCOUNTING PRONOUNCEMENTS
During June 1997, the Financial Accounting Standard Board ("FASB")
issued Statement of Financial Accounting Standards No. 130, "Report
Comprehensive Income" ("SFAS No. 130") and Statement of Financial Accounting
Standards No. 131, "Disclosure About Segments of an Enterprise and Related
Information" ("SFAS No. 131") effective for fiscal years beginning after
December 1997.
SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general-purpose financial statements. SFAS No. 131 establishes
standards for the way public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. Management does not expect SFAS No.
130 and 131 to have a significant impact on the Company's reporting and
disclosure requirements in 1998.
INFLATION
The Company believes the effects of inflation have not had a
significant impact on its results of operations or financial condition.
10
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE VINCAM GROUP, INC.
Reports of Independent Certified Public Accountants.......................................... 12
Consolidated Balance Sheets as of December 31, 1997 and 1996................................. 16
Consolidated Statements of Income for the Years Ended December 31, 1997, 1996
and 1995..................................................................................... 17
Consolidated Statement of Changes in Stockholders'
(Deficit) Equity for the Years Ended December 31, 1997, 1996 and 1995........................ 18
Consolidated Statements of Cash Flows for the Years Ended December 31, 1997, 1996
and 1995..................................................................................... 19
Notes to Consolidated Financial Statements................................................... 21
Financial Statement Schedule - Valuation and Qualifying Accounts............................. 44
</TABLE>
11
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
The Vincam Group, Inc.
In our opinion, based upon our audits and the reports of other auditors, the
consolidated financial statements listed in the accompanying index present
fairly, in all material respects, the financial position of The Vincam Group,
Inc. and its subsidiaries at December 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1997, 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 did not audit the financial statements of
Staffing Network, Inc. which statements reflect total assets of $7,534,927 at
December 31, 1996, and total revenues of $114,619,766 and $80,315,215 for the
years ended December 31, 1996 and 1995, respectively. We did not audit the
financial statements of Amstaff, Inc. which statements reflect total assets of
$4,308,304 at December 31, 1996, and total revenues of $66,542,568 and
$43,665,424, for the years ended December 1996 and 1995, respectively. We did
not audit the financial statements of Staff Administrators, Inc. which
statements reflect total assets of $5,723,717 at December 31, 1996, and total
revenues of $77,975,919 and $55,824,216 for the years ended December 31, 1996
and 1995, respectively. Those statements were audited by other auditors whose
reports thereon have been furnished to us, and our opinion expressed herein,
insofar as it relates to the amounts included for Staff Administrators, Inc.,
Amstaff, Inc. and Staffing Network, Inc. is based solely on the report of the
other auditors. 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.
/S/ PRICE WATERHOUSE LLP
Miami, Florida
March 6, 1998
12
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Staffing Network, Inc.
We have audited the balance sheet of Staffing Network, Inc. as of December 31,
1996, and the related statements of income and retained earnings, and cash flows
for each of the two years in the period ended December 31, 1996. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Staffing Network, Inc. at
December 31, 1996, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.
As discussed in the notes to the financial statements,in 1995 the Company
changed its method of accounting for professional employer fees and worksite
employee payroll costs.
/S/ ERNST & YOUNG LLP
Manchester, New Hampshire
March 11, 1997
13
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
of Amstaff, Inc.
We have audited the consolidated balance sheet of Amstaff, Inc. and
its subsidiaries as of December 31, 1996 and the related consolidated statements
of operations, changes in stockholders' deficit and cash flows for each of the
two years in the period ended December 31, 1996. These consolidated financial
statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 balance sheets. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Amstaff, Inc. and its subsidiaries as of December 31, 1996, and their
consolidated results of operations and cash flows for each of the two years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.
/S/ PLANTE & MORAN, LLP
Bloomfield Hills, Michigan
September 10, 1997
14
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Staff Administrators, Inc. and Subsidiaries
Denver, Colorado
We have audited the consolidated balance sheet of Staff Administrators, Inc. and
Subsidiaries as of December 31, 1996, and the related consolidated statements of
operations, changes in stockholders' deficit, and cash flows for each of the two
years in the period ended December 31, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Staff
Administrators, Inc. and Subsidiaries as of December 31, 1996, and the results
of their operations and their cash flows for each of the two years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
/s/ EHRHARDT KEEFE STEINER & HOTTMAN PC
- ---------------------------------------
Ehrhardt Keefe Steiner & Hottman PC
Denver, Colorado
January 31, 1997
15
<PAGE>
<TABLE>
<CAPTION>
THE VINCAM GROUP, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-----------------------------
1997 1996
-------------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................... $ 4,934,755 $18,884,531
Investments.................................. 1,766,737 149,626
Restricted cash.............................. -- 2,331,917
Accounts receivable.......................... 48,924,247 28,001,888
Due from affiliates.......................... 561,673 304,553
Income tax receivable........................ 1,536,371 --
Deferred taxes............................... 735,488 2,445,826
Reinsurance recoverable...................... 1,692,513 1,728,000
Prepaid workers' compensation insurance premium 14,467,403 5,483,972
Prepaid expenses and other current assets.... 3,020,745 1,456,646
------------ ------------
Total current assets.................. 77,639,932 60,786,959
Property and equipment, net.................. 7,852,498 4,945,195
Deferred taxes............................... 640,735 758,130
Reinsurance recoverable...................... -- 1,472,000
Goodwill and client contracts................ 7,384,323 8,034,757
Other assets................................. 1,498,438 364,399
=========== ===========
$95,015,926 $76,361,440
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses........ $ 4,706,314 $ 6,639,154
Accrued salaries, wages and payroll taxes.... 39,887,369 21,161,185
Amounts due under acquisition agreement ..... -- 3,411,050
Reserve for claims........................... 4,106,734 6,535,025
Income taxes payable......................... -- 1,423,854
Current portion of borrowings................ 11,061,009 179,971
Deferred compensation........................ 6,617 242,013
Deferred gain................................ 460,294 323,157
-------------- ------------
Total current liabilities 60,228,337 39,915,409
Long term borrowings, less current portion... 36,818 925,929
Notes payable to affiliate................... -- 1,018,000
Reserve for claims........................... 402,000 3,265,332
Income taxes payable......................... -- 672,818
Deferred compensation........................ -- 41,200
Deferred gain................................ -- 275,275
Other liabilities............................ 1,038,037 499,091
------------- ------------
Total liabilities..................... 61,705,192 46,613,054
------------- ------------
Commitments and contingencies (Note 13)...... -- --
-------------- ------------
Stockholders' equity:
Common stock, $.001 par value, 60,000,000
shares authorized, 15,390,880 and
12,019,996 shares issued and outstanding
in 1997 and 1996, respectively............ 15,391 12,020
Additional paid in capital................... 35,142,798 33,240,338
Accumulated deficit.......................... (1,847,455) (3,503,972)
------------- ------------
Total stockholders' equity............ 33,310,734 29,748,386
------------- -------------
$ 95,015,926 $ 76,361,440
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
16
<PAGE>
THE VINCAM GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1997 1996 1995
--------------- -------------- ------------
<S> <C> <C> <C>
Revenues $ 983,629,486 $ 654,757,791 $ 419,370,972
------------- ------------- -------------
Direct costs:
Salaries, wages and employment
taxes of worksite employees 873,253,542 579,116,425 372,520,644
Health care and workers' compensation 41,796,305 31,125,994 21,453,168
State unemployment taxes and other 10,486,106 7,325,496 4,026,388
------------- ------------- -------------
Total direct costs 925,535,953 617,567,915 398,000,200
------------- ------------- -------------
Gross profit 58,093,533 37,189,876 21,370,772
------------- ------------- -------------
Operating expenses:
Administrative personnel 25,092,004 19,223,096 11,151,590
Other general and administrative 17,969,824 9,544,609 6,687,818
Sales and marketing 7,258,124 5,046,770 2,796,102
Depreciation and amortization 3,321,103 1,190,114 564,371
------------- ------------- -------------
Total operating expenses 53,641,055 35,004,589 21,199,881
------------- ------------- -------------
Operating income 4,452,478 2,185,287 170,891
Interest income, net 322,578 801,279 282,012
------------- ------------- -------------
Income before taxes 4,775,056 2,986,566 452,903
Provision for income taxes (3,115,991) (896,723) (82,290)
------------- ------------- -------------
Net income $ 1,659,065 $ 2,089,843 $ 370,613
============= ============= =============
Basic net income per common share $ 0.11 $ 0.16 $ 0.03
============= ============= =============
Weighted average number of shares
outstanding used in basic
earnings per share calculation 15,268,121 13,387,583 10,757,175
============= ============= =============
Diluted net income per common
share $ 0.10 $ 0.14 $ 0.03
============= ============= =============
Weighted average number of shares
outstanding used in diluted earnings
per share calculation 15,966,363 14,843,960 12,838,770
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
17
<PAGE>
<TABLE>
<CAPTION>
THE VINCAM GROUP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
RETAINED
ADDITIONAL EARNINGS
COMMON STOCK PAID IN (ACCUMULATED
-----------------------
SHARES PAR VALUE CAPITAL DEFICIT) TOTAL
--------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1995 9,374,011 $ 9,374 $ 39,031 $ 2,521,284 $ 2,569,689
Acquisition of shares (374,013) (374) (39,031) (1,460,595) (1,500,000)
Recapitalization, including transaction costs
of $445,150 charged to retained earnings (1,565,900) (1,566) -- (6,707,194) (6,708,760)
Distributions to shareholders -- -- -- (57,208) (57,208)
Net income -- -- -- 370,613 370,613
------------ ------------ ------------ ------------ -----------
Balance at December 31, 1995 7,434,098 7,434 -- (5,333,100) (5,325,666)
Issuance of common stock, net of
transaction costs of $3,058,685
charged to paid in capital 3,000,000 3,000 26,938,315 -- 26,941,315
Conversion of preferred stock into common
stock 1,565,899 1,566 6,262,044 -- 6,263,610
Issuance of common stock to employees
under stock option plans 19,999 20 39,979 -- 39,999
Distributions to shareholders -- -- -- (260,715) (260,715)
Net income -- -- -- 2,089,843 2,089,843
------------ ------------ ------------ ----------- -----------
Balance at December 31, 1996 12,019,996 12,020 33,240,338 (3,503,972) 29,748,386
Issuance of common stock under acquisition
agreements 3,127,743 3,128 867,909 (2,548) 868,489
Issuance of common stock to employees
under stock option plans 243,161 243 486,077 -- 486,320
Initial public offering costs -- -- (66,035) -- (66,035)
Tax benefit resulting from disqualifying
dispositions on incentive stock options -- -- 615,000 -- 615,000
Shares paid in cash in stock split (20) -- (491) -- (491)
Net income -- -- -- 1,659,065 1,659,065
------------- ----------- ------------ ------------ ------------
Balance at December 31, 1997 15,390,880 $ 15,391 $ 35,142,798 $ (1,847,455) $ 33,310,734
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
18
<PAGE>
THE VINCAM GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1997 1996 1995
------ ------ -----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.................................................. $ 1,659,065 $ 2,089,843 $ 370,613
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization............................. 3,321,103 1,190,114 564,371
Provision for doubtful accounts........................... 1,880,253 423,206 278,969
Deferred gain............................................. (138,138) 598,432 --
Deferred income expense (benefit)......................... 1,827,733 (476,663) (773,688)
Changes in assets and liabilities:
Decrease in restricted cash............................. 1,081,917 4,209,038 79,579
Increase in accounts receivable......................... (22,802,612) (14,439,113) (5,277,042)
(Increase) decrease in due from affiliates.............. (257,120) 8,111 52,680
Increase in income tax receivable....................... (1,536,371) -- --
Decrease (increase) in reinsurance recoverable.......... 1,507,487 (3,200,000) --
Increase in prepaid workers' compensation insurance premium (8,983,431) (5,483,972) --
Increase in prepaid expenses and other current assets... (1,564,099) (290,195) (842,414)
Increase in other assets................................ (1,134,039) (182,121) (113,003)
(Decrease) increase in accounts payable and accrued expenses (1,932,840) 1,680,891 2,112,627
Increase in accrued salaries, wages and payroll taxes... 18,726,187 8,556,285 4,128,721
(Decrease) increase in reserve for claims............... (5,291,623) 3,103,646 1,753,083
(Decrease) increase in income taxes payable............. (1,481,672) 26,215 315,056
Decrease in deferred compensation....................... (276,596) (274,087) --
Increase in other liabilities........................... 538,946 145,539 60,169
------------- ------------- ------------
Net cash (used in) provided by operating activities.......... (14,855,850) (2,314,831) 2,709,721
------------ ------------- ------------
Cash flows from investing activities:
Purchases of property and equipment......................... (4,709,483) (2,572,166) (1,104,039)
Redemption (purchases) of short term investments............ (1,617,111) 489,606 (639,232)
Cash placed in escrow in connection with acquisition of SMG. -- (1,250,000) --
Cash paid in acquisitions, net of cash acquired of $137,748. -- (2,784,566) --
Collection of notes receivable from stockholders............ -- -- 123,078
Acquisition of client contracts............................. -- (29,295) (317,440)
------------- ------------- -------------
Net cash used in investing activities........................ (6,326,594) (6,146,421) (1,937,633)
------------- ------------- -------------
Cash flows from financing activities:
Principal payments on borrowings............................ (43,199) (2,302,864) (30,000)
Proceeds from borrowings.................................... 10,035,123 -- 213,657
Proceeds from borrowings from affiliates.................... -- 1,268,000 280,000
Recapitalization costs...................................... -- -- (445,150)
Cash paid in connection with acquisition of stock........... -- -- (300,000)
Payment of amounts due under acquisition agreements......... (2,161,050) (413,159) (99,228)
Payment of distribution payable to shareholders............ -- (700,000) --
Notes payable to affiliate.................................. (1,018,000) (260,715) (57,208)
Issuance of common stock, net of transaction costs of
$3,058,685 in 1996....................................... (66,035) 26,941,315 --
Issuance of common stock to employees under stock option plans,
net of shares paid in cash in stock split of $491........ 485,829 39,999 --
------------- ------------- ------------
Net cash provided by (used in) financing activities......... 7,232,668 24,572,576 (437,929)
------------- ------------- ------------
Net (decrease) increase in cash and cash equivalents........ (13,949,776) 16,111,324 334,159
Cash and cash equivalents, beginning of year................ 18,884,531 2,773,207 2,439,048
------------ ------------- ------------
Cash and cash equivalents, end of year...................... $ 4,934,755 $18,884,531 $2,773,207
============ ============= ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 255,350 $ 223,979 $ 222,035
============= ============= ===========
Income taxes $ 1,950,000 $ 1,206,336 $ 493,511
============= ============= ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
19
<PAGE>
THE VINCAM GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
On January 7, 1997, the Company acquired the 49% minority interest in
Staff Administrators of Western Colorado, Inc., a subsidiary of Staff
Administrators, Inc. ("SAI"), in a transaction accounted for as a purchase.
The fair value of the net assets acquired amounted to $293,359. The excess of
$566,641 of the purchase price over the net assets acquired was allocated to
goodwill.
On August 30, 1996, the Company acquired substantially all of the
assets and liabilities of The Stone Mountain Group, Inc. ("SMG") in a
transaction accounted for as a purchase. The fair value of the net assets
acquired amounted to $313,687. The excess of $4,783,076 of the purchase price
(including acquisition costs) over the net assets acquired was allocated to
goodwill.
In May 1996, the Company's mandatorily redeemable Series A
Participating Convertible Preferred Stock was converted into 1,565,899 shares
of the Company's common stock.
In January 1995, the Company issued a subordinated note payable for
$1,200,000 as partial consideration for shares reacquired by the Company.
During February 1995, the Company and its stockholders entered into
an Agreement and Plan of Recapitalization whereby the Company's stockholders
exchanged a portion of their shares of common stock for approximately 166
shares of Series A Participating Convertible Preferred Stock valued at
approximately $6,264,000.
During 1995, the Company acquired $334,054 of computer hardware and
software under a capital lease agreement.
The accompanying notes are an integral part of these consolidated financial
statements.
20
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
NOTE 1- NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Vincam Group, Inc. and its subsidiaries (the "Company") are a
professional employer organization ("PEO") that provides small and
medium-sized businesses with an outsourcing solution to the complexities and
costs related to employment and human resources. The Company's continuum of
integrated employment-related services consists of human resource
administration, employment regulatory compliance management, workers'
compensation coverage, health care and other employee benefits. The Company
establishes a co-employer relationship with its clients and contractually
assumes substantial employer responsibilities with respect to worksite
employees. In addition, the Company offers certain specialty managed care
services on a stand-alone basis to health and workers' compensation insurance
companies, HMOs and large employers.
The Company provides PEO services primarily to small and medium sized
companies in a variety of industries. Managed care services are provided to
PEO clients and to health and workers' compensation insurance companies,
health maintenance organizations and large employers.
PEO service contracts with client companies are generally for one
year terms with automatic renewal options and subject to termination on 30
days' notice by either party during the first year and annually thereafter.
Client contracts acquired in acquisitions may be terminable upon shorter
notice, or under different terms, than under the Company's standard PEO
services agreement. Managed care contracts with clients are for terms of one
or more years and are subject to cancellation by either party upon 30 to 180
days' notice depending on the nature of the services provided.
The Company does not have a concentration of customers in any one
industry; however, during 1997, 1996 and 1995, a significant portion of the
Company's revenues were generated in Florida and Michigan. The Company's
revenues are generated predominantly by PEO services.
Certain reclassifications have been made to the consolidated financial
statements of prior periods to conform to the current period presentation.
A summary of the significant accounting policies followed in the
preparation of the accompanying consolidated financial statements is presented
below:
PRINCIPLES OF CONSOLIDATION. The accompanying financial statements
include the accounts of The Vincam Group, Inc. and its principal subsidiaries,
Vincam Human Resources, Inc. ("VHR"), Vincam/Staff Administrators, Inc.
("VSAI"), Vincam/Amstaff, Inc. ("VAMI"), Vincam/Staffing Network, Inc. ("VSNI"),
Psych/Care, Inc. ("Psych/Care"), Vincam Occupational Health Services, Inc.
("VOHS") and Vincam Staffing, Inc. All material intercompany balances and
transactions have been eliminated.
REVENUE RECOGNITION. Revenues and the related costs of wages,
salaries, and employment taxes from professional employer services related to
worksite employees are recognized in the period in which the employee performs
the service. Because the Company is at risk for all of its direct costs,
independently of whether payment is received from its clients, and consistent
with industry practice, all amounts billed
21
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
to clients for gross salaries and wages, related employment taxes, and health
care and workers' compensation coverage are recognized as revenue by the
Company. The Company establishes a reserve for doubtful accounts when it
determines that collection from a client is unlikely.
Revenues from behavioral health services are recognized during the
period in which the Company is obligated to provide behavioral health services
to participants. Revenues from risk management, loss containment and workers'
compensation managed care services are recognized in the period in which the
services are performed.
ACCOUNTING ESTIMATES. The preparation of financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. The more significant
estimates relate to the Company's reserve for claims, amounts recorded as
goodwill and client contracts, and the allowance for bad debts. Actual results
could differ from those estimates.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES. At December 31, 1996, the
Company had $2,208,738 in reserve for state employment taxes. The full amount
of such reserve was reversed into income in the fourth quarter of 1997 after
resolution of certain state employment tax matters.
RESERVE FOR CLAIMS. Certain of the Company's health care benefits are
provided under minimum premium and other loss sensitive programs that carry
specific deductibles. Prior to 1997, the Company's workers' compensation
benefits were provided under large deductible insured plans. The Company
records reserves for health care claims costs, and previously recorded
reserves for workers' compensation claims, based on actuarial calculations
using the Company's loss history of health care and workers' compensation
claims, including estimates of incurred but not reported claims.
In December 1996, the Company entered into an agreement with a
national insurance company to provide workers' compensation insurance coverage
at a cost which is equal to a fixed percentage of the average standard premium
for 1997 through 1999, subject to a deductible of only $2,000 per medical only
claim. In January 1998, the Company extended this workers' compensation
arrangement through the year 2000. Accordingly, effective January 1, 1997, the
Company recorded workers' compensation costs based on the fixed percentage of
the average standard premium paid under its workers' compensation insurance
policy. See Note 7.
In addition, in December 1996, the Company entered into an agreement
to reinsure its remaining claims under the Company's large deductible workers'
compensation insurance policies for the years 1994, 1995, and 1996, for an
aggregate premium of $3,200,000. Additionally, during 1997 the Company entered
into agreements under which the Company reinsured substantially all the
remaining claims under prior large deductible workers' compensation insurance
policies for Staff Administrators, Inc. ("SAI"), Amstaff, Inc. ("AMI") and
Staffing Network, Inc. ("SNI") for an aggregate premium of approximately
$2,810,000. As a result, the Company has recorded the premium as a reinsurance
recoverable and a deferred gain which
22
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
will be recognized to income in future periods based on the proportion of
cumulative claims paid to the total estimated liability for claims.
Prior to their respective acquisitions by the Company, SAI, AMI and
SNI had, from time to time, been insured under various types of workers'
compensation policies, including, (i) retrospective rating policies, whereby
premiums were paid to the insurance carrier based on estimated actual losses
plus an administrative fee, (ii) guaranteed cost policies, whereby monthly
premiums were paid for complete coverage of all claims under the policy, and
(iii) large deductible policies, where premiums were based on a deductible per
person or occurrence ranging from $150,000 to $1,000,000. Certain of their
health care benefits were provided under minimum premium and other loss
sensitive programs that carry specific deductibles. Reserves for workers'
compensation claims and health care were provided for based on certain
actuarial calculations using each company's respective loss history of
workers' compensation and health care claims, including estimates of incurred
but not reported claims. SAI, AMI and SNI became insured under the Company's
workers' compensation insurance coverage on the respective date of their
acquisitions by the Company, and the Company has reinsured substantially all
of the remaining claims under their respective prior workers' compensation
insurance policies.
At December 31, 1997 and 1996, the Company has classified as current
the estimated amounts of reserves established for claims and reinsurance
recoverable expected to be paid and to be collected, respectively, within one
year, as well as the related deferred gain expected to be recognized within
one year.
PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost.
Depreciation and amortization are computed using the straight line method over
the estimated useful lives of the respective assets. Repairs and maintenance
are charged to expense as incurred, while expenditures which extend the useful
lives of the assets are capitalized.
GOODWILL, CLIENT CONTRACTS AND OTHER LONG-LIVED ASSETS. Assets and
liabilities acquired in connection with business combinations accounted for
under the purchase method are recorded at their respective estimated fair
values. Goodwill represents the excess of the purchase price over the fair
value of net assets acquired, including the recognition of applicable deferred
taxes, and is amortized on a straight-line basis over a period ranging from 8
to 25 years. At December 31, 1997 and 1996, the Company had recorded goodwill
of $5,068,063 and $4,791,836, respectively (net of accumulated amortization of
$281,656 in 1997 and $64,228 in 1996).
Costs incurred in connection with the acquisition of client contracts
from other professional employer organizations, as well as the fair market
value of contracts acquired in connection with purchase business combinations,
are capitalized and amortized using the straight line method over a period of
5 to 15 years, based on the previous professional employer organization's
client retention rate. The Company periodically assesses the status of
contracts acquired to determine the future realizability of the capitalized
costs. At December 31, 1997 and 1996, the Company had recorded client
contracts of $2,316,260 and $3,242,921, respectively (net of accumulated
amortization of $1,588,597 in 1997 and $311,213 in 1996). The Company reviews
long-lived assets, identifiable intangibles and goodwill and reserves for
impairment whenever events or changes in circumstances indicate the carrying
amount of the assets may not be fully recoverable.
23
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
ADVERTISING COSTS. Advertising expenditures are charged to operations
as incurred. Advertising expense amounted to approximately $1,017,300,
$617,800 and $443,200 in 1997, 1996 and 1995, respectively.
CASH AND CASH EQUIVALENTS. Cash equivalents include investments with
original maturities of three months or less and are stated at cost which
approximates market value.
INCOME TAXES. The Company records income tax expense using the
liability method of accounting for deferred income taxes. Under the liability
method, deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the financial
statement and income tax bases of the Company's assets and liabilities. An
allowance is recorded when it is more likely than not that any or all of a
deferred tax asset will not be realized. The provision for income taxes
includes taxes currently payable plus the net change during the year in
deferred tax assets and liabilities recorded by the Company.
The Company is subject to certain state taxes based on gross
receipts, payroll and taxable income within that state. Taxes based on gross
receipts and payroll are classified as salaries, wages and employment taxes of
worksite employees in the accompanying consolidated statements of income,
while taxes based on income are included in the provision for income taxes.
NET INCOME PER COMMON SHARE. Basic net income per common share has
been computed based on the weighted average number of shares of common stock
outstanding during each of the three years ended December 31, 1997. Diluted
net income per common share has been computed based on the weighted average
number of shares of common stock and common stock equivalents outstanding
during each of the three years ended December 31, 1997. The Company has
considered as outstanding common stock equivalents during each of the three
years ended December 31, 1997, all options awarded (see Note 10), as well as
the shares of common stock that have been issued in connection with the
acquisitions of SAI, AMI and SNI.
Basic net income per common share and diluted net income per common
share amounts for each of the years presented have been calculated giving
retroactive effect to an approximate 8,417 to 1 stock split effected by the
Company in June 1995, a 3 for 4 reverse stock split effected on February 21,
1996, and a 3 for 2 stock split effected on November 21, 1997, (jointly, the
"Stock Splits," see Note 9). Outstanding common shares have also been
retroactively adjusted to reflect the Stock Splits.
STOCK BASED COMPENSATION. Effective 1996, the Company adopted the
disclosure provisions of Statement of Financial Accounting Standard No. 123,
Accounting for Stock Based Compensation ("SFAS 123") and retained the
intrinsic value method of accounting for such stock based compensation (see
Note 10).
FAIR VALUE OF FINANCIAL INSTRUMENTS. The Company estimates the fair
market value of financial instruments through the use of public market prices,
quotes from financial institutions and other available
24
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
information. Considerable judgment is required in interpreting data to develop
estimates of market value and, accordingly, amounts are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange. At December 31, 1997 and 1996, the Company's financial instruments
consist primarily of instruments without extended maturities, the fair value
of which, based on management's estimates, equaled their carrying values.
NOTE 2 - ACQUISITIONS
During 1996 and 1995, SNI acquired certain companies for an
aggregate purchase price of $2,066,000 which were accounted for under the
purchase method of accounting. Goodwill in the amount of $2,064,000 was
recorded in connection with these acquisitions. During 1997, SNI recognized an
impairment of client contracts in the amount of $825,375.
On August 30, 1996, the Company acquired substantially all of the
assets and liabilities of The Stone Mountain Group, Inc. ("SMG"), a PEO in
Snellville, Georgia for $4,980,751 in cash and notes (the "SMG Acquisition").
Of the $4,980,751 purchase price, $2,357,314 was paid at closing, $1,373,437
was payable in 1997, and $1,250,000 was placed in escrow for potential
purchase price adjustments in the event that, among other things, client
retention failed to meet certain targets. Of such $1,250,000 in escrow,
$1,177,012 was released to the shareholders of SMG in November 1997, after the
Company completed the evaluation of the SMG Acquisition purchase price
adjustments. The SMG Acquisition was accounted for by the Company using the
purchase method of accounting. The excess of $4,783,076 of costs over the
estimated fair value of net assets acquired associated with the SMG
Acquisition was allocated to goodwill, and is being amortized over a period of
25 years.
The following information presents the unaudited pro forma
consolidated results of operations of the Company for the years ended December
31, 1996 and 1995 as if the SMG Acquisition had occurred on January 1, 1995,
after giving effect to certain adjustments.
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
--------------------- ----------------------
<S> <C> <C>
Revenues............................................. $ 686,729,694 $ 461,287,877
==================== ====================
Net income........................................... $ 1,905,125 $ 572,293
==================== ====================
Diluted net income per common
share.............................................. $ 0.13 $ 0.04
==================== ====================
</TABLE>
These results are presented for informational purposes only and are
not necessarily indicative of the future results of operations or financial
position of the Company or the results of operations or financial position of
the Company that would have been achieved had the acquisition actually
occurred
25
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
on January 1, 1995. The Company's results of operations for the year ended
December 31, 1997 include SMG operations for the full year.
On January 7, 1997, the Company acquired Staff Administrators, Inc.
("SAI"), a privately held PEO headquartered in Denver, Colorado (the "SAI
Acquisition"). The Company issued 750,000 shares of its common stock (after
adjusting for the effect of the Stock Splits, see Note 9) in exchange for all
of the equity in SAI and its subsidiaries (other than Staff Administrators of
Western Colorado, Inc.). The transaction has been accounted for as a pooling
of interests; accordingly, all prior period financial statements presented
herein include the assets and liabilities and results of operations of SAI. In
connection with the acquisition of SAI, the Company also acquired, in a
transaction accounted for as a purchase, a 49% minority interest in Staff
Administrators of Western Colorado, Inc. ("SAWCI"), a 51% subsidiary of SAI
(the "SAWCI Acquisition"). The Company issued 30,000 shares of its common
stock (after adjusting for the effect of the Stock Splits, see Note 9) for the
49% interest in SAWCI. The most significant adjustments to the balance sheet
resulting from the SAWCI Acquisition consist primarily of an increase in
goodwill of $566,641 and an increase in client contracts of $301,848.
On June 30, 1997, the Company acquired Amstaff, Inc. ("AMI"), a
privately held PEO headquartered in Novi, Michigan (the "AMI Acquisition").
The Company issued 547,743 shares of its common stock (after adjusting for the
effect of the Stock Splits, see Note 9) in exchange for all of the outstanding
shares of common stock of AMI and its subsidiaries. The transaction has been
accounted for as a pooling of interests; accordingly, all prior period
financial statements presented herein include the assets and liabilities and
results of operations of AMI.
On December 1, 1997, the Company acquired Staffing Network, Inc.
("SNI"), a privately held PEO headquartered in Manchester, New Hampshire (the
"SNI Acquisition"). The Company issued 1,800,000 shares of its common stock
(after adjusting for the effect of the Stock Splits, see Note 9) in exchange
for all of the outstanding shares of common stock of SNI. The transaction has
been accounted for as a pooling of interests; accordingly, all prior period
financial statements presented herein include the assets and liabilities and
results of operations of SNI.
The following combines audited selected historical financial
information of SAI, AMI, SNI and Vincam for the years ended December 31, 1997,
1996 and 1995, and reflects the most significant adjustments resulting from
the SAI, AMI and SNI acquisitions.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
-------------------------------------------------------------------------
VINCAM SAI, AMI & SNI ADJUSTMENTS RESULTS
------ -------------- ----------- -------
<S> <C> <C> <C> <C>
Revenues ................. $ 663,610,270 $320,019,216 $ -- $983,629,486
============= ============ ============= ============
Net income (loss)............... $ 2,536,930 $ (877,865) $ -- $ 1,659,065
============== ============== ============= ============
Diluted net income per
common share.................. $ 0.18 $ -- $ -- $ 0.10
============== ============== ============= ============
</TABLE>
26
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
-----------------------------------------------------------------------
VINCAM SAI, AMI & SNI ADJUSTMENTS RESULTS
------ -------------- ---------- -------
<S> <C> <C> <C> <C>
Revenues........................ $ 395,619,538 $ 259,138,253 $ -- $ 654,757,791
============= ============= =============== ==============
Net income (loss)............... $ 3,585,976 $ (2,022,250) $ 526,117 $ 2,089,843
============= ============== =============== ==============
Diluted net income per
common share...................... $ 0.31 $ -- $ -- $ 0.14
============= ============== =============== ==============
YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------
VINCAM SAI, AMI & SNI ADJUSTMENTS RESULTS
------ -------------- ----------- -------
Revenues.......................... $ 239,407,710 $ 179,963,262 $ -- $ 419,370,972
============= ============= ============== =============
Net income (loss)................. $ 809,837 $ (640,513) $ 201,289 $ 370,613
============= ============== ============== =============
Diluted net income per
common share...................... $ 0.08 $ -- $ -- $ 0.03
============= ============== ============== =============
</TABLE>
The following unaudited pro forma financial information is presented
to reflect the effect of the merger of AMI and SNI with wholly owned
subsidiaries of the Company, which acquisitions have been accounted for as a
pooling of interests. The pro forma financial information for each of the
three years ended December 31, 1996, assume that the mergers were consummated
on January 1, 1995. The pro forma financial information is presented for
informational purposes only and is not necessarily indicative of the results
of operations that would have been achieved had the mergers actually been
consummated on the date indicated or that may be obtained in the future. The
following pro forma adjustments to net income as reflected in the consolidated
statements of income presented herein relate to the recording of the provision
for income taxes as if AMI and SNI were taxed as "C" corporations. The
adjustments result from the fact that AMI and SNI were taxed under the
Subchapter S provisions of the Internal Revenue Code (the "IRC") before their
respective acquisitions by the Company. See Note 11.
27
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1997 1996 1995
----------- ------------- ---------------
<S> <C> <C> <C>
Net income reported in consolidated
statement of income............................... $ 1,659,065 $ 2,089,843 $ 370,613
Pro forma adjustment:
Benefit from (provision for) taxes - current..... 632,900 (68,000) (113,800)
-------------- -------------- -------------
Pro forma net income............................... $ 2,291,965 $ 2,021,843 $ 256,813
============== ============== =============
Diluted net income per common share................ $ 0.14 $ 0.14 $ 0.02
============== ============== =============
</TABLE>
NOTE 3 - INITIAL PUBLIC OFFERING
In May 1996, the Company completed its initial public offering and
received proceeds of approximately $27,900,000, net of $2,100,000 underwriting
discounts and commissions, from the sale of 3,000,000 shares of common stock
of the Company (after adjusting for the effect of the Stock Splits, see Note
9). The Company used a portion of the proceeds to retire a subordinated
promissory note in the amount of $1,200,000 and to pay a $700,000 distribution
payable related to the Company's repurchase of an option to purchase the
Company's headquarters. In addition, the Company incurred approximately
$1,095,000 in other costs in connection with the offering. Simultaneously with
the completion of the initial public offering, the Company's mandatorily
redeemable Series A Participating Convertible Preferred Stock (the "Series A
Preferred Stock") was converted into 1,565,899 shares of the Company's common
stock (after adjusting for the effect of the Stock Splits, see Note 9).
NOTE 4 - RESTRICTED CASH
The Company had cash deposits at December 31, 1996, of $1,081,917
which served as collateral on certain standby letters of credit issued in
connection with the Company's workers' compensation insurance plan (see Note
7).
In connection with the SMG Acquisition, the Company had in escrow
$1,250,000 at December 31, 1996. On November 11, 1997, $1,177,012 out of the
$1,250,000 in escrow was paid to SMG shareholders.
28
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
NOTE 5 - ACCOUNTS RECEIVABLE
At December 31, 1997 and 1996, accounts receivable consisted of the
following:
<TABLE>
<CAPTION>
1997 1996
---------------- --------------
<S> <C> <C>
Billed to clients......................................... $ 16,149,364 $ 9,132,079
Unbilled revenues......................................... 34,801,470 19,466,459
---------------- --------------
50,950,834 28,598,538
Less: allowance for doubtful account .................... (2,026,587) (596,650)
---------------- ----------------
$ 48,924,247 $ 28,001,888
================ ==============
</TABLE>
NOTE 6 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following as of December 31:
<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES
1997 1996 (IN YEARS)
------------- -------------- -------------
<S> <C> <C> <C>
Land................................................... $ 284,374 $ 284,374
Building............................................... 775,158 775,158 30
Building and leasehold improvements.................... 856,914 773,924 7
Furniture and fixtures................................. 1,522,279 1,059,580 5
Office and computer equipment.......................... 7,821,501 3,704,396 3-5
Vehicles............................................... 68,488 251,010 3
------------- -----------
11,328,714 6,848,442
Less: accumulated depreciation and amortization........ (3,476,216) (1,903,247)
------------- -----------
$ 7,852,498 $ 4,945,195
============= ===========
</TABLE>
NOTE 7 - RESERVE FOR CLAIMS
In December 1996, the Company entered into an arrangement with a
national insurance company to provide workers' compensation insurance coverage
at a cost which is equal to a fixed percentage of the average standard premium
for 1997 through 1999, subject to a deductible of only $2,000 per medical claim.
The workers' compensation arrangement, originally covering the years 1997
through 1999, now includes through the year 2000 under certain revised terms and
conditions. The arrangement remains a guaranteed cost program. Accordingly,
effective January 1, 1997, the Company recorded workers' compensation costs
based primarily on the fixed percentage of the average standard premium under
such policy, rather than through the previous practice of applying actuarial
estimates to claims.
In addition, in December 1996, March 1997, September 1997 and December
1997, the Company entered into agreements to reinsure substantially all of the
remaining claims under the Company's large
29
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
deductible worker's compensation insurance policies for the years 1994, 1995 and
1996 (including those of acquired companies), for an aggregate premium of
$6,010,000. Since reserves for claims for these years have been previously
provided, the Company has recorded the premium as a reinsurance receivable and a
deferred gain which will be recognized to income in future periods based on the
proportion of cumulative claims paid to the total estimated liability for
claims.
As a consequence of the reinsurance agreement described above, at
December 31, 1997, the Company has classified as current the estimated amounts
of reserves established for claims and reinsurance recoverable expected to be
paid and to be collected, respectively, within one year, as well as the related
deferred gain expected to be recognized within one year. At December 31, 1997
and 1996, the Company's reserves for workers' compensation claims were
$2,035,477 and $7,408,000, respectively. Of the $2,035,477 at December 31, 1997,
and of the $7,408,000 at December 1996, $402,000 and $3,265,332, respectively,
were classified as claims expected to be settled in more than one year.
30
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
NOTE 8 - BORROWINGS
<TABLE>
<CAPTION>
Borrowings at December 31, 1997 and 1996 are as follows: 1997 1996
-------------- -----------
<S> <C> <C>
Note payable for workers' compensation premiums, maturing in
November 1998, with monthly payments of principal and interest
of $1,144,534, at a rate of 6.30%.......................................... $ 10,035,123 --
Note payable for general liability insurance premiums, maturing in
November 1998, with monthly payments of principal and interest
of $19,280, at a rate of 6.50%............................................. 173,526 --
Note payable to bank, original amount of $1 million, repayable
in monthly instalments of $4,167, plus interest at 8.50% per
annum, through November 1998 when a balloon payment of
$750,000 is due, secured by land and building.............................. 791,557 841,561
Note payable for state unemployment taxes, maturing in 1998
with monthly payments of $3,264............................................ 16,326 55,489
Capital lease obligations for computer hardware and software,
payable in monthly instalments of principal and interest ranging
from $3,214 to $7,479 through May 2000, with interests
ranging from 9.80% to 12.30% per annum, collateralized
by computer hardware and software.......................................... 46,276 78,566
Other notes payable, bearing interest at rates ranging from
7.50% to 10.75%, repayable in various monthly instalments.................. 35,019 130,284
--------------- -------------
11,097,827 1,105,900
Less: current portion...................................................... (11,061,009) (179,971)
--------------- ------------
$ 36,818 $ 925,929
=============== =============
</TABLE>
The Company incurred interest expense of approximately $255,400,
$225,900 and $252,800 during 1997, 1996 and 1995, respectively.
In April 1997, the Company entered into a revolving line of credit
agreement for an aggregate amount of $50,000,000 with a group of banks (the
"Credit Agreement"). The Credit Agreement provides for a revolving credit
facility with a sublimit of $15,000,000 to fund working capital advances and
standby letters of credit. The Credit Agreement also provides for advances to
finance acquisitions. Amounts outstanding under the revolving credit facility
mature on April 24, 2000. If, on April 24, 2000, certain
31
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
conditions are satisfied, any amounts outstanding under the revolving line of
credit may be converted into a term loan payable in eight quarterly instalments
commencing on August 1, 2000. The Company is required to pay an unused facility
fee ranging from .20% to .35% per annum on the facility, depending upon certain
financial covenants.
The Credit Agreement is secured by a pledge of shares of all of the
Company's subsidiaries. The Credit Agreement contains customary events of
default and covenants which prohibit, among other things, incurring additional
indebtedness in excess of a specified amount, paying dividends, creating liens
and engaging in certain mergers or combinations without the prior written
consent of the lender. The Credit Agreement also contains certain financial
covenants relating to current ratio, debt to capital ratio, debt and fixed
charges coverage and minimum tangible net worth, as defined in the Credit
Agreement.
Interest under the Credit Agreement accrues at rates based, at the
Company's option, on the Bank's Prime Rate plus a margin of as much as .25%, or
its Eurodollar Rate (as defined in the Credit Agreement) plus a margin of 1.00%
to 1.75%, depending on certain financial covenants.
Under the Company's revolving credit facility, the Company had
outstanding $7,551,200 in standby letters of credit at December 31, 1997, which
guarantee the payment of claims to the Company's workers' compensation insurance
carrier. As of that date there were no amounts outstanding for working capital
or advances to finance acquisitions under the revolving credit facility.
As of December 31, 1997, the scheduled annual maturities of the
Company's debt are summarized as follows:
1998................................. $ 11,061,009
1999................................. 20,173
2000................................. 16,645
------------
$ 11,097,827
============
NOTE 9 - STOCKHOLDERS' EQUITY
During June 1995, the Company increased its authorized common stock
from 500,000 shares to 39,500,000 shares and simultaneously effected an
approximate 8,417 to 1 stock split. On February 21, 1996, the Company effected a
3 for 4 reverse stock split. On November 21, 1997, the Company effected a 3 for
2 stock split by means of a stock dividend. After the completion of the
Company's initial public offering, the Company amended and restated its Articles
of Incorporation to increase the authorized number of shares of the Company's
common stock from 39,500,000 to 60,000,000, and to increase the authorized
number of shares of preferred stock from 500,000 to 20,000,000. All references
in the financial statements to per share amounts have been retroactively
restated to reflect the change in the number of common shares outstanding as a
result of the Stock Splits.
In connection with the stock split and increase in authorized shares
effected in June 1995, the Company reduced the par value of its common stock to
$.001 from $1.00.
32
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
The following is the reconciliation of the numerators and denominators
of the basic and diluted net income per common share calculations:
<TABLE>
<CAPTION>
1997 1996 1995
---------------- --------------- ----------------
<S> <C> <C> <C>
Net income $ 1,659,065 $ 2,089,843 $ 370,613
================ =============== ================
Weighted average number of shares outstanding
used in basic earnings per share calculation 15,268,121 13,387,583 10,757,175
================ =============== ================
Basic net income per common share $ 0.11 $ 0.16 $ 0.03
================ =============== ================
Weighted average number of shares outstanding
used in basic earnings per share calculation 15,268,121 13,387,583 10,757,175
Assumed exercise of stock options, net of treasury
shares acquired 698,242 774,246 690,474
Issuance of mandatorily redeemable preferred stock
deemed a common stock equivalent -- 682,131 1,391,121
---------------- --------------- ----------------
Weighted average number of shares outstanding
used in diluted earnings per share calculation 15,966,363 14,843,960 12,838,770
================ =============== ================
Diluted net income per common share $ 0.10 $ 0.14 $ 0.03
================ =============== ================
</TABLE>
NOTE 10 - STOCK OPTION PLAN
In February 1996, the Company adopted the 1996 Long Term Incentive Plan
(the "1996 Plan") under which 1,200,000 shares of common stock, after adjusting
for the effect of the Stock Splits, were reserved for issuance in connection
with stock options, stock appreciation rights, performance awards, grants of
restricted stock and other stock based or stock related awards. The 1996 Plan
provides for the grant of both incentive stock options intended to qualify as
such under Section 422 of the Internal Revenue Code ("incentive stock options")
and nonqualified stock options, as well as other stock-based awards, to the
Company's directors, employees and consultants as determined in the discretion
of the Stock Option Committee. Under the 1996 Plan, incentive stock options and
nonqualified stock options may not be granted with an exercise price which is
less than 100% of the fair market value of the Company's shares of common stock
at the date of grant of the option.
33
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
In May 1995, the Company adopted the 1995 Stock Option Plan (the "1995
Plan") under which 999,997 shares of common stock, after adjusting for the
effect of the Stock Splits, were reserved for issuance in connection with stock
options. The 1995 Plan provides for the grant of both incentive stock options
and nonqualified stock options to the directors, officers, key employees,
consultants and other individual contributors of or to the Company and its
subsidiaries, as determined in the discretion of the Stock Option Committee.
Under the 1995 Plan, incentive stock options and nonqualified stock options may
not be granted with an exercise price which is less than 100% and 85%,
respectively, of the fair market value of the Company's shares of common stock
at the date of grant of the option.
Stock options normally have a term of ten years and generally become
exercisable 40% after the second year from the date of grant and in instalments
of 5% quarterly thereafter.
34
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
The following table summarizes stock option activity:
<TABLE>
<CAPTION>
WEIGHTED
EXERCISE AVERAGE
STOCK OPTIONS PRICE EXERCISE PRICE
-------------- ---------------- ---------------
<S> <C> <C> <C>
Outstanding at January 1, 1996............ 772,495 $ 2.00-$ 2.22 $ 2.03
Granted.............................. 467,249 $ 3.11-$22.09 $13.75
Canceled............................. (67,499) $ 2.00-$ 5.37 $ 3.87
Exercised............................ (19,999) $ 2.00 $ 2.00
------------ -------------- ------
Outstanding at December 31, 1996.......... 1,152,246 $ 2.00-$24.75 $ 6.89
Granted.............................. 857,502 $18.42-$28.67 $23.69
Canceled............................. (58,831) $ 2.00-$28.33 $18.46
Exercised............................ (243,162) $ 2.00-$ 2.00 $ 2.00
------------ --------------- -------
Outstanding at December 31, 1997.......... 1,707,755 $ 2.00-$28.67 $15.45
============ =============== =======
</TABLE>
The Company had aggregate exercisable stock options under the 1995 Plan
and the 1996 Plan of 62,877 and 55,000 at December 31, 1997 and 1996,
respectively, with a weighted average exercise price of $2.17 in 1997 and $2.00
in 1996. Aggregate stock options available for grant under the 1995 Plan and the
1996 Plan as of December 31, 1997 and 1996 were 229,082 and 1,027,751,
respectively.
The Company has adopted the disclosure provisions of SFAS 123. The
assumptions used in the calculation of the fair value of the options, using the
Black-Scholes method, issued to employees and directors of the Company during
1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1997 1996
------ -----
<S> <C> <C>
Expected life (years) 8.88 6.50
Interest rate............................................ 6.00 6.20%
Volatility............................................... 95% 55%
Dividend yield........................................... 0% 0%
</TABLE>
Had compensation cost for the Company's two option plans been
determined based on fair market value at the grant date for awards in 1997 and
1996 using the straight line method to recognize such cost,
35
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
the Company's net income and net income per common equivalent share would have
been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1997 1996
------------- -----------
<S> <C> <C>
Pro forma net (loss) income.................. $ (1,381,308) $ 936,562
============== ===========
Pro forma diluted net (loss) income per
common share............................... $ (0.09) $ 0.05
=============== ===========
</TABLE>
Weighted-average fair value of options granted during 1997 and 1996 was
$20.51 and $9.37, respectively.
The following table summarizes the range of exercise prices, weighted
average exercise prices, and weighted average remaining contract life for the
respective range of exercise prices for options outstanding at December 31,
1997:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE REMAINING
RANGE OF NUMBER OF EXERCISE CONTRACTUAL
EXERCISE PRICE OPTIONS PRICE LIFE
---------------- --------- ----------- -------------
<S> <C> <C> <C> <C>
$ 2.00 - $ 2.22 461,002 $ 2.05 7.7
$ 2.23 - $ 8.05 155,999 $ 5.00 8.2
$ 8.05 - $15.00 27,750 $14.54 8.5
$18.01 - $21.00 313,500 $19.78 9.4
$21.01 - $24.00 409,502 $22.20 9.4
$24.01 - $27.00 190,000 $24.52 9.8
$27.01 - $30.00 150,002 $28.67 9.0
--------- ------ -----
Stock options outstanding as
of December 31, 1997 1,707,755 $15.45 8.8
========= ====== =====
</TABLE>
36
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
NOTE 11 - INCOME TAXES
The provision for federal and state income taxes consists of the following:
<TABLE>
<CAPTION>
1997 1996 1995
------------- ------------- ------------
<S> <C> <C> <C>
CURRENT
Federal....................................... $1,056,258 $1,294,182 $786,866
State......................................... 232,000 79,204 70,324
------------ ------------ ----------
1,288,258 1,373,386 857,190
----------- ----------- ---------
DEFERRED
Federal....................................... 1,827,733 (450,754) (747,159)
State......................................... -- (25,909) ( 27,741)
----------- ------------ ----------
1,827,733 (476,663) (774,900)
----------- ----------- ---------
Provision for income taxes......................... $3,115,991 $ 896,723 $ 82,290
========== =========== =========
</TABLE>
Prior to June 30, 1997, AMI was taxed under the Subchapter S provisions
of the IRC whereby its profits and losses flowed directly to its former
shareholders for U.S. federal income tax purposes. Upon the acquisition of AMI
by the Company on June 30, 1997, AMI no longer qualified under the Subchapter S
provisions of the IRC and became a taxable entity. In connection with AMI's
change in tax status, the Company recorded approximately $514,000 and $196,000
as of December 31, 1996 and 1995, respectively, in additional deferred tax
assets, primarily related to certain reserves for other state taxes and workers'
compensation claims.
Prior to December 1, 1997, SNI was taxed under the Subchapter S
provisions of the IRC whereby its profits and losses flowed directly to its
former shareholders for U.S. federal income tax purposes. Upon the acquisition
of SNI by the Company on December 1, 1997, SNI no longer qualified under the
Subchapter S provisions of the IRC and became a taxable entity. In connection
with SNI's change in tax status, the Company recorded approximately $317,200,
$12,000 and $5,000 as of December 31, 1997, 1996 and 1995, respectively, in
additional deferred tax assets, primarily related to allowances for bad debts
and amortization of intangible assets.
37
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
The gross amounts of deferred tax assets and liabilities recorded in
the accompanying consolidated balance sheets at December 31, 1997 and 1996 are
as follows:
<TABLE>
<CAPTION>
1997 1996
--------------- --------------
<S> <C> <C>
Current deferred tax assets (liabilities):
Allowance for doubtful accounts........................ $ 682,240 $ 167,301
Reserve for claims, net of reinsurance recoverable..... 685,235 1,416,575
Reserve for state employment taxes..................... -- 693,851
Mark to market of receivables.......................... (631,987) --
Net operating losses................................... -- 142,826
Other.................................................. -- 25,273
-------------- --------------
$ 735,488 $ 2,445,826
============== ==============
Long term deferred tax assets and (liabilities):
Deferred compensation.................................. $ -- 8,878
Reserve for claims, net of reinsurance recoverable..... 147,714 761,857
Depreciation and amortization.......................... 354,595 (26,948)
Software development costs............................. (201,574) --
Managed care provider network.......................... 340,000 --
Other.................................................. -- 14,343
-------------- --------------
$ 640,375 $ 758,130
============== ==============
</TABLE>
Realization of the above deferred tax assets is dependent on generating
sufficient taxable income in the future to offset the deductible temporary
differences generating the deferred tax assets. Although realization is not
assured, management believes that it is more likely than not that all of the
deferred tax asset will be realized. The amount of the deferred tax asset
considered realizable, however, could be reduced if estimates of future taxable
income are reduced.
38
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
A reconciliation of the differences between income taxes computed at
the federal statutory tax rate and the income tax provisions reflected in the
accompanying consolidated statements of income is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------------ ------------ -------
<S> <C> <C> <C>
Income taxes computed at the federal
statutory tax rate of 34%................... $1,623,520 $1,015,433 $153,987
State income taxes, net of federal
income tax effect........................... 153,120 52,275 46,414
Acquisition costs............................. 600,591 -- --
Losses of acquired companies through
acquisition dates........................... 632,899 -- --
Provision for taxes from acquired
companies................................... 13,644 -- --
Other, net 92,217 (170,985) (118,111)
---------- ----------- ---------
Provision for income taxes.................... $3,115,991 $ 896,723 $ 82,290
========== =========== =========
</TABLE>
NOTE 12 - EMPLOYEE BENEFIT PLANS
The Company maintains a defined contribution plan covering certain of
its worksite employees for a number of client companies. The Company
contributes, on behalf of each participating client, varying amounts based on
client company elections. Total Company contributions for the years ended
December 31, 1997, 1996 and 1995 were approximately $1,365,000, $1,065,100 and,
$550,800 respectively. The Company also has a deferred savings plan covering all
internal and worksite employees of a subsidiary for which contributions are
funded by the Company based on the lesser of 20% of the employee deferrals or 1%
of the employee gross wages. Total Company contributions under the deferred
savings plan for the years ended December 31, 1997, 1996 and 1995 were $222,000,
$108,000 and $73,000, respectively.
In August 1996, the Company received a favorable determination letter
from the Internal Revenue Service ("IRS") regarding the qualified status of its
defined contribution plan under Section 401(k) of the IRC. In its application to
the IRS, the Company informed the IRS that the Company is involved in the
business of leasing employees to client companies and that the 401(k) plan
covered worksite or leased employees who satisfied the plan's eligibility
requirements.
NOTE 13 - COMMITMENTS AND CONTINGENCIES
The Company has entered into non-compete agreements with its Chairman
and Vice-Chairman, who are also the Company's principal stockholders. The
agreements are for a term to be specified by the
39
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
Company, not to exceed two years, in the event of the Chairman's or
Vice-Chairman's termination. The non-compete agreements require payment to the
Chairman and Vice-Chairman of their full salary and benefits during the term of
the agreement.
The Company leases certain office space, automobiles and office
equipment under non-cancelable operating leases expiring on various dates
through the year 2018. Total rent expense charged to operations during the years
ended December 31, 1997, 1996 and 1995 was approximately $1,556,000, $829,000
and $691,600, respectively.
At December 31, 1997, the minimum annual rental commitments under the
previously described operating leases are as follows:
FOR THE YEAR ENDING
DECEMBER 31,
----------------------------------
1998 $ 1,631,821
1999 1,119,899
2000 926,600
2001 700,000
2002 634,835
Thereafter 36,885
-----------
$ 5,050,040
===========
On December 9, 1997, the Company entered into a leasing arrangement
with respect to a new headquarters facility in Miami-Dade County that the
Company expects will be completed in the fall of 1998. The leasing arrangement
has an initial expiration date of four years after completion of the facility
and allows the Company to extend the term of the lease for up to three more
years. The lessor of the facility has financed 97% of the costs of acquiring the
land and constructing the facility. The financing agreement relating to the
facility (the "Facility Financing Agreement") contains certain covenants,
including financial covenants, of the Company and events of default with respect
thereto, which covenants are the same in all material respects as those
contained in the Company's Credit Agreement.
Under the leasing arrangement, the Company's commitment in future years
will be based on (i) interest at a competitive rate on all outstanding loan
amounts with respect to the facility plus (ii) the yield, at a competitive rate,
in respect of the lessor's 3% equity investment. A default under the Company's
covenants contained in the Facility Financing Agreement constitutes a default
under the Company's lease of the headquarters facility. In the event of such a
default, the Company is obligated to either purchase the facility for the
Purchase Price (defined below) or pay a termination fee in an amount
approximately equal to the Purchase Price. The maximum amount on which the lease
payments will be based is limited to $12 million. As of December 31, 1997, an
aggregate of $3.9 million in loans were outstanding to the lessor which financed
the $2.6 million purchase price of the land and certain development and closing
costs.
The Company has an option to purchase the headquarters facility at any
time for an amount equal to the total of (i) the amount of loans outstanding
with respect to the property, (ii) the lessor's investment in the facility,
(iii) any accrued and unpaid interest on such outstanding loans, and (iv) all
accrued and unpaid yield on the lessor's equity investment (the "Purchase
Price"). If the Company determines not to purchase the facility, it will be
required to make a termination payment at the end of the lease term equal to
40
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
approximately 85% of the Purchase Price. The Company's lease payment obligations
are secured by a pledge of the stock of all of its subsidiaries.
In October 1996, the Company received a notice of assessment in the
discounted amount of approximately $53,500 from The Treasurer of the State of
Florida Department of Insurance as Receiver of United States Employer Consumer
Self Insurance Fund of Florida, a workers' compensation insurance fund which was
declared insolvent (the "Fund"). The Company paid the discounted assessment in
January 1997. The Company had certain worksite employees covered by the Fund
during the fiscal years ended December 31, 1992, 1993 and 1994. The court order
authorizing the assessment provides that the Company, by paying the discounted
assessment, is deemed to have paid its assessment in full and is not subject to
any further assessment for policyholder loss claims. The Company may be subject
to additional liability for the assessments of other Fund members. The Company
believes that there are approximately 700 members of the Fund which have been
assessed $37,000,000 in the aggregate. Although the amount of the potential
exposure, if any, for such additional liability is not yet determinable,
management believes that the Company would have meritorious defenses to such
additional liability and that its ultimate liability in this matter will not
have a material adverse effect on the Company's financial condition or results
of operations. There cannot, however, be any assurance that any such liability
will not have such a material adverse effect.
The Company is a defendant in a lawsuit pending in the 11th Judicial
Circuit in Miami-Dade County, Florida related to a wrongful death and premises
liability claim involving a worksite employee. The plaintiff's complaint, which
was sustained by the court, alleges premises liability and negligence against
both the Company and its client as a result of a worksite accident on the
client's premises and seeks damages in excess of $15,000. The Company is
asserting that its liability under this claim, if any, should be limited to
$100,000 due to the immunity provisions of the Florida workers' compensation
statute involving worksite accidents. The Company's motions for summary judgment
on that basis were denied, and discovery in the proceeding continues. Based on
consultations with the Company's counsel, management of the Company believes
that it has meritorious defenses. The Company believes that if the lawsuit is
adversely determined, the Company may be entitled to indemnification from its
client and/or the Company's liability insurance carrier. However, any recovery
from the Company's insurance carrier would reduce the amount of coverage
available to the Company for other claims occurring in the same year. Although
management believes, based on consultations with the Company's counsel, that the
Company's ultimate liability in this matter should not be material, there can be
no assurance that the Company will prevail in the litigation, or in a related
claim for indemnification, or that the liability of the Company, if any, would
not have a material adverse effect on the Company's financial condition and
results of operations.
The Company is a defendant in a lawsuit brought in the Eleventh
Judicial Circuit in Miami-Dade County, Florida in November 1995 by an individual
who alleges that he was injured by a worksite employee of a client of the
Company who owns and operates a hotel and was a co-defendant in the litigation.
The plaintiff has settled his claims against all of the defendants in the
litigation other than the Company. The
41
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
plaintiff alleges that the employee, while he was working as a valet parking
attendant, was negligent in a motor vehicle collision and severely and
permanently injured the plaintiff. The plaintiff has alleged damages in excess
of $50,000 for, among other things, bodily injury, medical costs, pain and
suffering, and lost ability to earn income. The court recently granted the
plaintiff's request for summary judgment against the Company, ruling that the
Company is vicariously liable for the negligence of the worksite employee. Based
on consultations with the Company's counsel, management of the Company believes
that it has meritorious defenses to the plaintiff's claims and that if the
lawsuit is adversely determined, the Company may be entitled to indemnification
from its client and/or its liability insurance carrier. However, any recovery
from the Company's insurance carrier would reduce the amount of coverage
available to the Company for other claims occurring in the same year. Although
management believes, based on consultations with the Company's counsel, that the
Company's ultimate liability in this matter should not be material, there can be
no assurance that the Company will prevail in the litigation, or in a related
claim for indemnification, or that the liability of the Company, if any, would
not have a material adverse effect on the Company's financial condition and
results of operations.
In June 1995, the National Labor Relations Board ("Board") filed a
complaint charging Amstaff, Inc., with refusal to bargain with respect to a
collective bargaining agreement, under which a now former client's employees
were employed, in violation of the National Labor Relations Act. Vincam acquired
Amstaff, Inc. in June 1997. The charge was initially dismissed by a Detroit
office of the Board, but has since been reinstated following a union appeal to
the general counsel for the Board. If the Board rules against the Company, the
Company could be held liable for lost wages and benefits of such employees for a
period of almost four years. Any award would be reduced by any earnings of such
employees which are received or reasonably could have been received from other
employment during the relevant time period. The Company cannot currently
estimate its potential liability if the Board were to rule against it. The
Company is vigorously defending this case, but there can be no assurance that
the Company will prevail in the proceedings or that the liability of the
Company, if any, would not have a material adverse effect on the Company's
financial condition and results of operations.
The Company is also involved in other legal and administrative
proceedings arising in the ordinary course of business. The outcomes of these
actions are not expected to have a material effect on the Company's financial
position or results of operations on an individual basis, although adverse
outcomes in a significant number of such ordinary course legal proceedings
could, in the aggregate, have a material adverse effect on the Company's
financial condition and results of operations.
NOTE 14 - SUBSEQUENT EVENTS
On January 30, 1998, the Company acquired Corporate Staff Services,
Inc. ("CSS"), a privately held PEO headquartered in Orange, Connecticut (the
"CSS Acquisition"). The Company issued 150,000 shares of its common stock in
exchange for all of the outstanding shares of common stock of CSS. The
acquisition was not material to the Company's financial condition and results of
operations and will be accounted for in future periods as a pooling of
interests.
42
<PAGE>
THE VINCAM GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
NOTE 15 - QUARTERLY INFORMATION (UNAUDITED)
The following table presents unaudited quarterly operating results for
the two years ended December 31, 1997. The Company believes that all necessary
adjustments have been included in the amounts stated below to present fairly the
quarterly results when read in conjunction with the Consolidated Financial
Statements and Notes thereto for the years ended December 31, 1997 and 1996.
Results of operations for any particular quarter are not necessarily indicative
of results of operations for a full year or predictive of future periods.
<TABLE>
<CAPTION>
1997 1996
QUARTER ENDED QUARTER ENDED
-------------------------------------- ----------------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31 MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- ------- -------- --------- -------- ------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues................... $220,024 $236,493 $245,409 $281,703 $136,225 $152,081 $162,911 $203,542
Gross profit............... 13,180 14,389 13,876 16,648 7,469 8,883 9,458 11,380
Operating income(loss)..... 1,847 63 1,618 924 990 916 797 (517)
--------- --------- -------- --------- -------- -------- -------- --------
Net income (loss) ......... $ 1,219 $ (102) $ 1,028 $ (485) $ 845 $ 1,047 $ 725 $ (539)
========= ========= ======== ========= ======== ======== ======== ========
Diluted net income (loss)
per common share...........$ 0.08 $ (0.01) $ 0.06 $ (0.03) $ 0.07 $ 0.07 $ 0.05 $ (0.03)
========= ========= ======== ========= ======== ======== ======== ========
</TABLE>
The Company believes that the effects of inflation have not had a
significant impact on its results of operations or financial condition and the
Company's results of operations are not subject to pronounced seasonality.
Fourth quarter adjustments in 1997 had the effect of increasing net
income by approximately $196,000, resulting from the recognition into income of
a reserve for state employment taxes and the recognition of certain tax credits,
offset by increases in reserve for bad debts and health care costs. The fourth
quarter also included charges for transaction related and severance costs that
reduced net income by $1,448,000.
The results of operations for the second quarter of 1997 were
negatively affected by transaction costs of approximately $1,400,000 in
connection with the acquisition of AMI, and by approximately $1,000,000 related
to the termination of the strategic alliance under which the Company previously
operated its workers' compensation managed care business.
The results of operations for the first quarter of 1997 were negatively
affected by transaction related costs of approximately $165,000 in connection
with the acquisition of SAI.
* * * * * *
43
<PAGE>
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
--------- -------- -------- -------- --------
CHARGES TO PAYMENTS OF CLAIMS, BALANCE
BALANCE COSTS AND WRITE OFF OR DECEMBER 31,
JANUARY 1, 1997 EXPENSES UNCOLLECTIBLE ACCOUNTS 1997
--------------- ----------- AND OTHER ------------
REDUCTIONS
----------------------
<S> <C> <C> <C> <C>
RESERVE FOR CLAIMS $ 9,800,357 $ 18,580,339 $ (23,871,962) $ 4,508,734
=============== ============= ==================== ===============
ALLOWANCE FOR DOUBTFUL
ACCOUNTS $ 596,650 $ 1,880,253 $ (450,316) $ 2,026,587
=============== ============= =================== ===============
PAYMENTS OF CLAIMS,
WRITE OFF OR
CHARGES TO UNCOLLECTIBLE ACCOUNTS BALANCE
BALANCE COSTS AND AND OTHER DECEMBER 31,
JANUARY 1, 1996 EXPENSES REDUCTIONS 1996
---------------- -------------- ---------------------- -------------
RESERVE FOR CLAIMS
$ 6,266,241 $ 24,814,314 $ (21,280,198) $ 9,800,357
================ =============== ======================= ============
ALLOWANCE FOR DOUBTFUL
ACCOUNTS $ 214,591 $ 423,206 $ (41,147) $ 596,650
================ =============== ======================= ============
PAYMENTS OF CLAIMS,
WRITE OFF OR
CHARGES TO UNCOLLECTIBLE ACCOUNTS BALANCE
BALANCE COSTS AND AND OTHER DECEMBER 31,
JANUARY 1, 1995 EXPENSES REDUCTIONS 1995
---------------- ---------------- -------------------- - -------------
RESERVE FOR CLAIMS
$ 4,513,158 $ 11,959,869 $ (10,206,786) $ 6,266,241
================ ================ ================== =============
ALLOWANCE FOR DOUBTFUL
ACCOUNTS $ 114,747 $ 278,969 $ (179,125) $ 214,591
================ ================ ================== =============
</TABLE>
44
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements - The financial statements and
independent auditors' reports are listed in the "Index to
Financial Statements and Financial Schedules" on page 11 and
included on pages 12 through 43 of this Form 10-K/A No. 1.
2. Financial Statement Schedules - The financial statement
schedule required by Item 14(a)(2) is included on p. 44 of
this Form 10-K/A No. 1.
3. Exhibits including those incorporated by reference:
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Asset Purchase Agreement, dated as of August 21, 1996, by and
among the Registrant, The Stone Mountain Group, Inc. and the
shareholders of The Stone Mountain Group, Inc. (incorporated
herein by reference to Exhibit 2 filed as part of the
Registrant's Report on Form 8-K dated August 21, 1996 (Commission
File No. 0-28148))
2.2 Agreement and Plan of Merger, dated as of December 24, 1996, by
and among the Registrant, Staff Administrators, Inc. and the
shareholders of Staff Administrators, Inc., including the forms
of Registration Agreement, Escrow Agreement and Agreement and
Plan of Merger with respect to Staff Administrators of Western
Colorado, Inc. which are exhibits thereto (incorporated herein by
reference to Exhibit 2 filed as part of the Registrant's Report
on Form 8-K dated December 10, 1996 (Commission file No.
0-28148))
2.3 Agreement and Plan of Merger by and among The Vincam Group, Inc.,
Amstaff, Inc. and Gregory J. Packer and Gregory J. Packer, as
Trustee, dated as of June 30, 1997 (incorporated herein by
reference to Exhibit 2 filed as part of the Registrant's Report
on Form 8-K dated June 30, 1997 (Commission file No. 0-28148))
2.4 Agreement and Plan of Merger by and among The Vincam Group, Inc.,
Staffing Network, Inc., Michael J. Gatsas and Theodore L. Gatsas,
dated as of October 24, 1997 (incorporated herein by reference to
Exhibit 2 filed as part of the Registrant's Report on Form 8-K
dated December 1, 1997 (Commission file No. 0-28148))
3.1 Articles of Incorporation of the Registrant (incorporated herein
by reference to Exhibit 3.1 filed as part of the Registrant's
Report on Form 10-Q for the quarterly period ended September 30,
1996 (Commission File No. 0-28148))
3.2 Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 filed as part of the Registrant's Report on Form 10-Q
for the quarterly period ended September 30, 1996 (Commission
File No. 0-28148))
4.1 Form of certificate for shares of the Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.1 filed as part of
Amendment No. 1 to the Company's Registration Statement on Form
S-1, filed with the Commission on March 29, 1996 (Registration
Statement File No. 333-1594))
45
<PAGE>
4.2 See Exhibits 3.1 and 3.2 for provision of the Articles of
Incorporation and Bylaws of the Registrant defining rights of
holders of Common Stock
10.1 Registration Rights Agreement among the Registrant, Greylock
Equity Limited Partnership, Carlos A. Saladrigas and Jose M.
Sanchez, dated February 10, 1995*
10.2 Non-Competition Agreement between the Registrant and Jose M.
Sanchez, dated February 10, 1995*
10.3 Non-Competition Agreement between the Registrant and Carlos A.
Saladrigas, dated February 10, 1995*
10.4 Credit Agreement dated as of April 24, 1997 among The Vincam
Group, Inc., its Subsidiaries and Fleet National Bank as Agent
and the various financial institutions parties thereto
(incorporated herein by reference to Exhibit 10 filed as part of
the Registrant's Report on Form 10-Q for the quarterly period
ended March 31, 1997 (Commission File No. 0-28148))
10.5 Credit and Investment Agreement dated as of December 9, 1997
among The Vincam Group, Inc., Fleet Real Estate, Inc., Fleet
National Bank and the lenders signatories thereto (including
Schedule 1.02 thereto) (incorporated herein by reference to
Exhibit 10.1 filed as part of the Registrant's Report on Form 8-K
dated December 9, 1997 (Commission File No. 0-28148))
10.6 Workers' Compensation and Employers Liability Policy No.
WA1-65D-004109-035, issued by Liberty Mutual Insurance Company,
policy period December 31, 1995 to December 31, 1996
(incorporated herein by reference to Exhibit 10.9 filed as part
of Amendment No. 2 to the Company's Registration Statement on
Form S-1, filed with the Commission on April 15, 1996
(Registration Statement File No. 333-1594))
10.7 Agreement for Guarantee of Deductible Reimbursement, dated
January 4, 1996, between the Registrant and Liberty Mutual
Insurance Company, related to Policy No. WA1-65D-004109-035*
10.8 Workers' Compensation and Employers Liability Policy No.
WA1-65D-004109-034, issued by Liberty Mutual Insurance Company,
policy period December 31, 1994 to December 31, 1995*
10.9 Agreement for Guarantee of Deductible Reimbursement, dated
January 23, 1995, between the Registrant and Liberty Mutual
Insurance Company, related to Policy No. WA1-65D-004109-034*
10.10 Workers' Compensation and Employers Liability Policy No.
WA1-65D-004109-014, issued by Liberty Mutual Insurance Company,
policy period January 1, 1994 to December 31, 1994*
10.11 Agreement for Guarantee of Deductible Reimbursement, dated
January 4, 1996, between the Registrant and Liberty Mutual
Insurance Company, related to Policy No. WA1-65D-004109-014*
10.12 1995 Stock Option Plan of the Registrant (management
compensation plan)*
10.13 1996 Long Term Incentive Plan of the Registrant (management
compensation plan)*
10.14 Vincam Human Resources, Inc. Deferred Compensation Plan
(management compensation plan)*
46
<PAGE>
10.15 Real Estate Mortgage and Security Agreement, dated as of
November 2, 1994, between Consolidated Bank, N.A. and the
Registrant*
10.16 Promissory Note, dated November 2, 1994, issued by The Vincam
Group, Inc. to Consolidated Bank, N.A. in the aggregate
principal amount of $1,000,000*
10.17 Amendment, entered into as of December 27, 1995, to the
Registration Rights Agreement, dated February 10, 1995, between
the Registrant, Greylock Equity Limited Partnership, Carlos A.
Saladrigas and Jose M. Sanchez (incorporated herein by reference
to Exhibit 10.23 filed as part of Amendment No. 2 to the
Company's Registration Statement on Form S-1, filed with the
Commission on April 15, 1996 (Registration Statement File No.
33-1594))
10.18 Deductible Payment Loss Portfolio Transfer Insurance Policy
effective December 31, 1996 issued by Commercial Risk
Re-Insurance Company to the Registrant. (confidential treatment
was granted for certain portions of Exhibit 10.18) (incorporated
herein by reference to Exhibit 10.24 filed as part of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (Commission File No. 0-28148))
10.19 Deductible Indemnification Agreement effective December 31, 1996
between the Registrant and the Reliance Insurance Company
(incorporated herein by reference to Exhibit 10.25 filed as part
of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (Commission File No. 0-28148))
10.20 Deductible Liability Insurance Policy effective December 31, 1996
issued by Reliance Insurance Company of Illinois to the
Registrant, Policy No. NGB0133600-00 (confidential treatment was
granted for certain portions of Exhibit 10.20) (incorporated
herein by reference to Exhibit 10.26 filed as part of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (Commission File No. 0-28148))
10.21 Deductible Liability Insurance Policy effective December 31, 1996
issued by Reliance Insurance Company of Illinois to the
Registrant, Policy No. NXS0133598-00 (incorporated herein by
reference to Exhibit 10.27 filed as part of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996
(Commission File No. 0-28148))
10.22 Excess Deductible Indemnity Agreement, effective December 31,
1996 issued by Reliance Insurance Company of Illinois
(incorporated herein by reference to Exhibit 10.28 filed as part
of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (Commission File No. 0-28148))
10.23 Lease Agreement dated as of December 9, 1997 between Fleet Real
Estate, Inc. and The Vincam Group, Inc. (incorporated herein by
reference to Exhibit 10.2 filed as part of the Registrant's
Report on Form 8-K dated December 9, 1997 (Commission File No.
0-28148))
10.24 Guaranty dated as of December 9, 1997 of The Vincam Group, Inc.
in favor of First National Bank, as agent (incorporated herein by
reference to Exhibit 10.3 filed as part of the Registrant's
Report on Form 8-K dated December 9, 1997 (Commission File No.
0-28148))
10.25 Mortgage, Assignment of Leases and Security Agreement dated as of
December 9, 1997 by and between Fleet Real Estate, Inc., The
Vincam Group, Inc. and Fleet National Bank (incorporated herein
by reference to Exhibit 10.4 filed as part of the Registrant's
Report on Form 8-K dated December 9, 1997 (Commission File No.
0-28148))
47
<PAGE>
10.26 Guaranty dated as of December 9, 1997 by Vincam Human Resources,
Inc., Vincam Human Resources, Inc. I, Vincam Human Resources,
Inc. II, Vincam Human Resources, Inc. III, Vincam Human
Resources, Inc. IV, Vincam Human Resources, Inc. V, Vincam Human
Resources, Inc. VI, Vincam Human Resources, Inc. XII, Vincam
Human Resources of Michigan, Inc., Vincam Occupational Health
Systems, Inc., Personnel Resources, Inc., Vincam Insurance
Services, Inc., Vincam Practice Management, Inc., American
Pediatric Systems, Inc., Psych/Care, Inc., Vincam/Staff
Administrators, Inc., Vincam/Staff Administrators of Western
Colorado, Inc., Staff Administrators of CO, Inc., Staff
Administrators of California, Inc., Vincam/Amstaff, Inc., RDM,
Inc., Amstaff PEO, Inc., American Staffing, Inc. and
Vincam/Staffing Network, Inc. in favor of Fleet Real Estate,
Inc., and its successors and assigns, including Fleet National
Bank as Agent (incorporated herein by reference to Exhibit 10.5
filed as part of the Registrant's Report on Form 8-K dated
December 9, 1997 (Commission File No. 0-28148))
10.27 Development Agreement, dated as of September 12, 1997 by and
between Codina Development Corporation and The Vincam Group, Inc.
(incorporated herein by reference to Exhibit 10.6 filed as part
of the Registrant's Report on Form 8-K dated December 9, 1997
(Commission File No. 0-28148))
10.28 Revision to Endorsement #1, dated December 31, 1997, to
Deductible Liability Insurance Policy effective December 31, 1996
issued by Reliance Insurance Company of Illinois to the
Registrant, Policy No. NGB0133600-00**
10.29 Revision to Endorsement #1, dated December 31, 1997, to
Deductible Liability Insurance Policy effective December 31, 1996
issued by Reliance Insurance Company of Illinois to the
Registrant, Policy No. NXS0133598-00**
10.30 Agreement and Amendment No. 2, effective as of December 31, 1997,
to the Credit Agreement dated as of April 24, 1997 among The
Vincam Group, Inc., its Subsidiaries, Fleet National Bank as
Agent, and the various financial institution parties thereto.**
10.31 Second Amendment to Credit and Investment Agreement, effective as
of December 31, 1997, to the Credit and Investment Agreement
dated as of December 9, 1997 among The Vincam Group, Inc., Fleet
Real Estate, Inc., Fleet National Bank and the lenders
signatories thereto.**
21 Subsidiaries of the registrant**
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Plante & Moran, LLP
23.4 Consent of Ehrhardt Keefe Steiner & Hottman PC
27 Financial Data Schedule**
- ---------------------
* Incorporated herein by reference to the exhibit of the same number filed as a
part of the Company's Registration Statement on Form S-1 filed with the
Commission on February 22, 1996 (Registration Statement File No. 333-1594).
**Incorporated herein by reference to the exhibit of the same number filed as a
part of the Company's Annual Report on Form 10-K for the year ended December 31,
1997 (Commission File No. 0-28148).
(b) Reports on Form 8-K:
On October 27, 1997, the Company filed a current report on Form 8-K
with the Commission dated October 26, 1997, reporting information under Item 5,
Other Events.
48
<PAGE>
On November 6, 1997, the Company filed a current report on Form 8-K
with the Commission dated November 5, 1997, reporting information under Item 5,
Other Events.
On November 7, 1997, the Company filed a current report on Form 8-K
with the Commission dated November 7, 1997, reporting information under Item 5,
Other Events.
On November 21, 1997, the Company filed a current report on Form 8-K
with the Commission dated November 21, 1997, reporting information under Item 5,
Other Events.
On December 5, 1997, the Company filed a current report on Form 8-K
with the Commission dated December 1, 1997, reporting information under Item 2,
Acquisition or Disposition of Assets, and Item 7, Financial Statements and
Exhibits.
On December 22, 1997, the Company filed a current report on Form 8-K
with the Commission dated December 9, 1997, reporting information under Item 5,
Other Events, and Item 7, Financial Statements and Exhibits.
49
<PAGE>
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, as of the 8th day of
April, 1998.
THE VINCAM GROUP, INC.
By: /S/ CARLOS A. RODRIGUEZ
----------------------------
Carlos A. Rodriguez
Chief Financial Officer
50
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Plante & Moran, LLP
23.4 Consent of Ehrhardt Keefe Steiner & Hottman PC
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File No. 333-08003), Form S-3 (File No. 333-39681) and
Form S-3, as amended (File No. 333-45201) of The Vincam Group, Inc. of our
report dated March 6, 1998 appearing on page 12 of this Form 10-K/A No. 1
(Commission File No. 0-28148).
/s/ PRICE WATERHOUSE LLP
Miami, Florida
April 7, 1998
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 333-08003), the Registration Statement on Form S-3 (File No.
333-39681) and the Registration Statement on Form S-3, as amended (File No.
333-45201) of The Vincam Group, Inc. of our report dated March 11, 1997, with
respect to the financial statements of Staffing Network, Inc. at December 31,
1996, and for each of the two years in the period ended December 31, 1996, which
appears on page 13 of this Form 10-K/A No. 1 (Commission File No. 0-28148).
/s/ ERNST & YOUNG LLP
Manchester, New Hampshire
April 7, 1998
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 333-08003), the Registration Statement on Form S-3 (File No.
333-39681) and the Registration Statement on Form S-3, as amended (File No.
333-45201) of The Vincam Group, Inc. of our report dated September 10, 1997,
with respect to the financial statements of Amstaff, Inc. at December 31, 1996,
and for each of the two years in the period ended December 31, 1996, which
appears on page 14 of this Form 10-K/A No. 1 (Commission File No. 0-28148).
/s/ PLANTE & MORAN, LLP
Bloomfield Hills, Michigan
April 7, 1998
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 333-08003), the Registration Statement on Form S-3 (File No.
333-39681) and the Registration Statement on Form S-3, as amended (File No.
333-45201) of The Vincam Group, Inc. of our report dated January 31, 1997, with
respect to the financial statements of Staff Administrators, Inc. at December
31, 1996, and for each of the two years in the period ended December 31, 1996,
which appears on page 15 of this Form 10-K/A No. 1 (Commission File No.
0-28148).
/s/ EHRHARDT KEEFE STEINER & HOTTMAN PC
Denver, Colorado
April 7, 1998
