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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ending July 2, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from__________________ to___________________
Commission file number 000-23147
OUTSOURCE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
FLORIDA 65-0675628
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<S> <C>
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
1690 South Congress Ave., Delray Beach, Florida 33445
-----------------------------------------------------
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, Including Area Code: (561) 454-3500
Indicate whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Class Outstanding at August 10, 2000
--------------------------------------- ------------------------------
Common Stock, par value $.001 per share 8,657,913
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This Form 10-Q/A amends the information in Item 5 of the Form 10-Q
filed by the Registrant with the Commission on August 21, 2000 as
follows.
ITEM 5 - OTHER INFORMATION
Item 5 is hereby amended in its entirety to read as follows:
Effective April 8, 2000, the Company sold certain of the assets of its
Synadyne division to Teamstaff V, Inc., a Florida corporation
("Teamstaff V") and an affiliate of Teamstaff, Inc., a New Jersey
corporation for $3.5 million cash, with up to an additional $1.25
million to be paid to the Company by Teamstaff on April 30, 2001 based
on the total number of employees, at each of the customer accounts sold
to Teamstaff V, who are still employed by Teamstaff V on September 30,
2000 and April 30, 2001. The assets included all of the customer
accounts relating to the Company's PEO business, the trade name
"Synadyne," certain desktop computers and marketing materials relating
to the Company's PEO business.
In connection with the sale of the Synadyne division, the Company is
obligated to provide certain support services to TeamStaff V through
July 31, 2000, including accounting and information systems services.
The Company is currently providing such services and it is negotiating
with TeamStaff V to extend the support services agreement. The Company
has also contracted with TeamStaff V to provide PEO services to the
Company and its employees for an initial term expiring on December 31,
2001.
During the first week of May 2000, the Company moved its corporate
headquarters to 1690 South Congress Avenue, Suite 210, Delray Beach,
Florida 33445.
Separation Agreement and Release
The Company entered into a Separation Agreement and Release with Paul
Burrell, its former Chief Executive Officer on February 21, 2000, with
Robert Lefcort, the former President of its Synadyne division on April
6, 2000 and with Brian Nugent, former Vice President, Secretary and
General Counsel of the Company on April 21, 2000.
2
<PAGE> 3
Pursuant to the terms of the agreement with Mr. Burrell, Mr. Burrell
resigned as President, Chief Executive Officer and Chairman of the
Board of Directors of the Company and as an officer, director and/or
manager of any affiliates of the Company effective February 14, 2000.
The Company agreed to pay Mr. Burrell total severance compensation of
$750,000, payable in equal bi-weekly installments of $14,423.07. Mr.
Burrell was granted the right to exercise any stock option previously
granted to him through February 13, 2003; however, certain restrictions
were placed on the amount of profit Mr. Burrell can realize on the sale
of the underlying stock.
Pursuant to the terms of the agreement with Mr. Lefcort, Mr. Lefcort
resigned as President of the Company's Synadyne division effective
April 6, 2000. The Company agreed to pay Mr. Lefcort total severance
compensation of $395,286, payable in equal bi-weekly installments of
$7,601.64 and a retention bonus in the amount of $80,000, which was
paid on April 15, 2000. In connection with Mr. Lefcort's severance
agreement, the Company agreed to provide an advance on severance to Mr.
Lefcort in the amount of $200,000 on June 1, 2000. Mr. Lefcort was
granted the right to exercise any stock option previously granted to
him through April 5, 2003.
Pursuant to the terms of the agreement with Mr. Nugent, Mr. Nugent
resigned as Vice President, Secretary and General Counsel of the
Company and any affiliates of the Company effective April 21, 2000. The
Company agreed to pay Mr. Nugent total severance compensation of
$229,500, payable in equal bi-weekly installments of $12,736.11. Mr.
Nugent was granted the right to exercise any stock option previously
granted to him through April 20, 2002; however, certain restrictions
were placed on the amount of profit Mr. Nugent can realize on the sale
of the underlying stock.
Pro Forma Financial Information
Effective August 15, 2000, the Company entered into a three-year
agreement with a syndicate of lenders led by Ableco Finance, LLC, as
agent, an affiliate of Cerberus Capital Management, L.P. (the
"Lenders") which replaced the Company's previous credit facilities with
a $33.4 million Revolving Credit Facility and two term loans of $17.6
million and $9.0 million, respectively, plus a four-year, $5.3 million
term loan, provided by the Company's former syndicate of lenders, led
by Fleet National Bank, subordinated to the borrowing facilities
provided by the Lenders (the "Refinancing"). Simultaneously with the
new arrangements, the Company renegotiated the payment schedules of its
acquisition debt so that the defaults under those loans were cured.
The following unaudited pro forma consolidated statements of operations
for the year ended December 31, 1999 and the quarter ended July 2, 2000
include the Company's historical results of operations adjusted to
reflect (a) the Refinancing as if it had been consummated at the
beginning of the periods presented and (b) the elimination of the
revenues, costs of revenues, SG&A expenses and other items in
connection with (i) the sale of the Company's Synadyne division
effective April 8, 2000, (ii) the sale of the Company's clerical
division, Office Ours, effective August 30, 1999, (iii) the
discontinuance by the Company of PEO services offered to Tandem
franchises as of December 31, 1999, (iv) the sale or pending sale of
the assets of offices and (v) the corporate headquarters in connection
with the Company's restructuring efforts (the "Disposed Operations").
The unaudited pro forma results are not necessarily indicative of
operating results that would have occurred had the aforementioned
transactions been consummated as of the beginning of the periods
presented. In addition, certain reclassifications have been made to the
presentation of the historical results of operations for the year ended
December 31, 1999 to conform to current presentation. These
reclassifications had no effect on the previously reported results of
operations or retained earnings. The unaudited pro forma balance sheet
is presented as if the Company's Refinancing had been consummated on
the balance sheet date of July 2, 2000. All amounts presented are in
thousands:
3
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OUTSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JULY 2, 2000
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PRO FORMA
HISTORICAL ADJUSTMENTS(1) PRO FORMA
---------- -------------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,043 $ 69 $ 1,112
Accounts receivable, net 38,314 -- 38,314
Assets held for disposition 426 -- 426
Income tax receivable and other current assets 12,929 2,302 15,231
--------- -------- ---------
Total current assets 52,712 2,371 55,083
Property and equipment, net 7,890 -- 7,890
Goodwill and other intangible assets, net 45,049 -- 45,049
Other assets 2,148 -- 2,148
--------- -------- ---------
Total assets $ 107,799 $ 2,371 $ 110,170
========= ======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 6,898 $ -- $ 6,898
Accrued expenses
Payroll and related costs 13,514 -- 13,514
Other 5,935 (761) 5,174
Accrued restructuring charges 1,693 -- 1,693
Other current liabilities 805 -- 805
Current maturities of long-term debt 8,192 -- 8,192
CIT Revolving Loan 19,364 (2,949) 16,415
Fleet receivable facility (old) 31,262 (31,262) --
--------- -------- ---------
Total current liabilities 87,663 (34,972) 52,691
Non-Current Liabilities
Deferred tax liability - Fleet facility -- 5,304 5,304
Ableco term loans -- 26,600 26,600
Ableco term loan discount -- (9,000) (9,000)
Fleet term loan (new) -- 5,343 5,343
Other long-term debt, less current maturities 2,006 -- 2,006
--------- -------- ---------
Total liabilities 89,669 (6,725) 82,944
--------- -------- ---------
Shareholders' Equity
Common stock, $.001 par value: 10,000,000 shares authorized 9 -- 9
8,657,913 shares issued and outstanding --
Additional paid-in-capital 53,546 624 54,170
Accumulated deficit (35,425) 8,472 (26,953)
--------- -------- ---------
Total shareholders' equity 18,130 9,096 27,226
--------- -------- ---------
Total liabilities and shareholders' equity $ 107,799 $ 2,371 $ 110,170
========= ======== =========
Total shareholders' equity $ 18,130 $ 9,096 $ 27,226
Less: Net goodwill as of July 2, 2000 (21,614) -- (21,614)
--------- -------- ---------
Net Tangible Assets (2) $ (3,484) $ 9,096 $ 5,612
========= ======== =========
</TABLE>
4
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OUTSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
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<CAPTION>
DISPOSED
OPERATIONS REFINANCING PRO FORMA
HISTORICAL ADJUSTMENTS (3) PRO FORMA ADJUSTMENTS(4) AS ADJUSTED
----------- --------------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues $ 594,047 $ (306,718) $ 287,329 $ -- $ 287,329
Cost of revenues 513,266 (287,827) 225,439 -- 225,439
----------- ----------- ----------- -------- -----------
Gross profit 80,781 (18,891) 61,890 -- 61,890
Selling, general and administrative expenses 85,589 (19,037) 66,552 -- 66,552
Restructuring and asset impairment charges 13,823 -- 13,823 -- 13,823
----------- ----------- ----------- -------- ----------
Operating (loss) income (18,631) 146 (18,485) -- (18,485)
Interest expense, net 8,604 (1,568) 7,036 3,775 10,811
Other (income) expense (479) -- (479) -- (479)
----------- ----------- ----------- -------- ----------
Loss before benefit for income taxes (26,756) 1,714 (25,042) (3,775) (28,817)
Provision (benefit) for income taxes 4,123 643 4,766 (1,416) 3,350
----------- ----------- ----------- -------- ----------
Net loss from continuing operations $ (30,879) $ 1,071 $ (29,808) $ (2,359) $ (32,167)
=========== =========== =========== ======== ==========
Loss per share:
Basic and diluted
Loss from continuing operations $ (3.57) $ (3.44) $ (3.72)
Weighted average common shares
Basic 8,657,913 8,657,913 8,657,913
Diluted 8,657,913 8,657,913 8,657,913
</TABLE>
5
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OUTSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED JULY 2, 2000
<TABLE>
<CAPTION>
DISPOSED
OPERATIONS REFINANCING PRO FORMA
HISTORICAL ADJUSTMENTS (3) PRO FORMA ADJUSTMENTS(4) AS ADJUSTED
---------- --------------- ---------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues $ 81,618 $(8,826) $ 72,792 $ -- $72,792
Cost of revenues 65,432 (7,504) 57,928 -- 57,928
---------- ------- ---------- ------- ----------
Gross profit 16,186 (1,322) 14,864 -- 14,864
Selling, general and administrative expenses 14,722 (1,201) 13,521 -- 13,521
Restructuring and asset impairment charges 878 -- 878 -- 878
---------- ------- ---------- ------- ----------
Operating (loss) income 586 (121) 465 -- 465
Interest expense, net 1,913 (120) 1,793 890 2,683
Other (income) expense (724) -- (724) -- (724)
---------- ------- ---------- ------- ----------
Loss before benefit for income taxes (603) (1) (604) (890) (1,494)
Benefit for income taxes (7,689) -- (7,689) (334) (8,023)
---------- ------- ---------- ------- ----------
Income from continuing operations $ 7,086 $ (1) $ 7,085 $ (556) $ 6,529
========== ======= ========== ======= ==========
Earnings per share:
Basic
Income from continuing operations $ 0.82 $ 0.82 $ 0.75
Diluted
Income from continuing operations $ 0.72 $ 0.72 $ 0.66
Weighted average common shares
Basic 8,657,913 8,657,913 8,657,913
Diluted (5) 9,857,385 9,857,385 9,857,385
</TABLE>
NOTE 1
The adjustments reflect issuance of two term loans by a syndicate of
lenders led by Ableco Finance, LLC, as agent (the "Lenders") of $17.6
million and $9.0 million, and a $33.4 million Revolving Credit
Facility, of which $16.4 million would have been outstanding as of July
2, 2000, and the discontinuance of the Revolving Credit and Receivable
Facilities with a syndicate of lenders led by Fleet National Bank, as
agent (the "Fleet Group"). The Fleet Group forgave $14.4 million of
debt, of which $9.0 will be paid to Ableco, which is recorded as a
discount on debt and will be amortized as interest expense in the
Company's results of operations over a period of three years.
In addition to the loans from the Lenders, a $5.3 million term loan,
payable over four years, was issued to the Fleet Group (the
"Subordinated Term Note"). In connection with the Subordinated Term
Note, the Company issued 524,265 warrants to the Fleet Group,
exercisable at $0.01 per share for a term of ten years, to purchase
outstanding shares of the Company's common stock with a fair value of
$0.6 million as of August 15, 2000. As a result of the above
transactions, the Company recorded an extraordinary gain on
extinguishment of debt, net of tax of $8.5 million ($13.8 million, less
$5.3 million of income tax).
As part of the Refinancing, the Company renegotiated its subordinated
debt and paid accrued interest of $0.8 million at closing, which is
included in Other Accrued Expenses.
6
<PAGE> 7
NOTE 2
The Company's net tangible assets calculated in accordance with the
Nasdaq National Market's listing requirements.
NOTE 3
Elimination of revenues, costs of revenues, SG&A expenses and other
costs of the following disposed operations: (i) the Company's PEO
division, Synadyne, which was sold effective April 8, 2000, (ii) the
Company's clerical division, Office Ours, which was sold effective
August 30, 1999, (iii) the discontinuance of PEO services offered to
Tandem franchises after December 31, 1999, (iv) offices sold,
franchised, closed, or held for sale as of July 2, 2000, and (v) the
sale of the corporate headquarters building in connection with the
Company's restructuring efforts.
The following table summarizes the results of operations before income
taxes of the Company's Disposed Operations that are reflected in the
Company's pro forma results of operations.
Amounts are in thousands:
FOR THE YEAR ENDED DECEMBER 31, 1999:
<TABLE>
<CAPTION>
RESTRUCTURING DISPOSED
OFFICE OURS SYNADYNE & OTHER OPERATIONS
----------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Revenues $ 5,244 $ 224,500 $ 76,974 $ 306,718
Cost of revenues 3,854 217,577 66,396 287,827
--------- ---------- --------- ----------
Gross margin 1,390 6,923 10,578 18,891
Selling, general and administrative 1,481 5,191 12,365 19,037
Interest expense, net 57 338 1,173 1,568
--------- ---------- --------- ----------
(Loss) income before taxes $ (148) $ 1,394 $ (2,960) $ (1,714)
========= ========== ========= ==========
</TABLE>
FOR THE QUARTER ENDED JULY 2, 2000:
<TABLE>
<CAPTION>
RESTRUCTURING DISPOSED
OFFICE OURS SYNADYNE & OTHER OPERATIONS
----------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Revenues $ -- $ 71 $ 8,755 $ 8,826
Cost of revenues -- 83 7,421 7,504
--------- ---------- --------- ----------
Gross margin -- (12) 1,334 1,322
Selling, general and administrative -- 172 1,029 1,201
Interest expense, net -- 14 106 120
--------- ---------- --------- ----------
(Loss) income before taxes $ -- $ (198) $ 199 $ 1
========= ========== ========= ==========
</TABLE>
NOTE 4
Adjustments to reflect interest expense relating to (a) the
Refinancing, and (b) debt extinguished as a result of the disposed
operations, and (c) the sale of the Company's former corporate
headquarters building during the fourth quarter of 1999.
Interest expense was adjusted as follows, amounts are in thousands:
7
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<TABLE>
<CAPTION>
YEAR ENDED QUARTER ENDED
DECEMBER 31, 1999 JULY 2, 2000
----------------- ------------
<S> <C> <C>
Add:
Fleet Term Loan (at an effective rate of 11.5%) $ 613 $ 169
Ableco Revolving Facility and Term Loans
(at an effective rate of 12.2%) 5,301 1,329
Amortization of debt discount 3,000 750
Amortization of loan fees 767 192
------- -------
Subtotal 9,681 2,440
------- -------
Less:
Fleet Revolver and Securitization Facilities (5,192) (1,646)
Amortization of loan fees (1,887) (24)
OSI corporate headquarters mortgage (286) --
Acquisition notes forgiven in connection with
the sale of certain restructured offices (109) --
------- -------
Subtotal (7,474) (1,670)
------- -------
Net change interest expense 2,207 770
Addback: interest charged to disposed operations 1,568 120
------- -------
Net interest expense change due to the refinancing $ 3,775 $ 890
======= =======
</TABLE>
NOTE 5
Includes 8,657,913 outstanding common shares of the Company as of
August 15, 2000, and the options and warrants to purchase common shares
of the Company that would remain outstanding, and therefore be dilutive
to the Company's earnings per share, after assumed repurchase using
proceeds from the exercise of those options and warrants.
8
<PAGE> 9
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
Number Description
------ -----------
3.1 Amended and Restated Articles of Incorporation of the Company (1)
3.2 Amended and Restated Bylaws of the Company (2)
*10.68 Ninth Amendment to Third Amended and Restated Credit Agreement among
Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
Services, Inc., Outsource International of America, Inc., Mass Staff,
Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
East, LLC, Guardian Employer West, LLC, each of the banks party to the
Credit Agreement and BankBoston, N.A., as agent for the banks, dated
as of May 19, 2000.
*10.69 Sixth Amendment to Revolving Credit Agreement among Outsource Funding
Corporation, the banks from time to time parties thereto, and
BankBoston, N.A., as agent for the banks, dated May 19, 2000.
*10.70 Tenth Amendment to Third Amended and Restated Credit Agreement among
Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
Services, Inc., Outsource International of America, Inc., Mass Staff,
Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
East, LLC, Guardian Employer West, LLC, each of the banks party to the
Credit Agreement and BankBoston, N.A., as agent for the banks, dated
as of May 31, 2000.
*10.71 Seventh Amendment to Revolving Credit Agreement among Outsource
Funding Corporation, the banks from time to time parties thereto, and
BankBoston, N.A., as agent for the banks, dated May 31, 2000.
*10.72 Eleventh Amendment to Third Amended and Restated Credit Agreement
among Outsource International, Inc., Capital Staffing Fund, Inc.,
Outsource Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc.,
Synadyne III, Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees
Insurance Services, Inc., Outsource International of America, Inc.,
Mass Staff, Inc., Staff All, Inc., Outsource of Nevada, Inc.,
Employment Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc.,
Guardian Employer East, LLC, Guardian Employer West, LLC, each of the
banks party to the Credit Agreement and BankBoston, N.A., as agent for
the banks, dated as of June 26, 2000.
*10.73 Eighth Amendment to Revolving Credit Agreement among Outsource Funding
Corporation, the banks from time to time parties thereto, and
BankBoston, N.A., as agent for the banks, dated June 26, 2000.
*10.74 Twelfth Amendment to Third Amended and Restated Credit Agreement among
Outsource International, Inc., Capital Staffing Fund, Inc., Outsource
Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc., Synadyne III,
Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees Insurance
Services, Inc., Outsource International of America, Inc., Mass Staff,
Inc., Staff All, Inc., Outsource of Nevada, Inc., Employment
Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc., Guardian Employer
East, LLC, Guardian Employer West, LLC, each of the banks party to the
Credit Agreement and BankBoston, N.A., as agent for the banks, dated
as of July 14, 2000.
*10.75 Ninth Amendment to Revolving Credit Agreement among Outsource Funding
Corporation, the banks from time to time parties thereto, and
BankBoston, N.A., as agent for the banks, dated July 14, 2000.
*10.76 Thirteenth Amendment to Third Amended and Restated Credit Agreement
among Outsource International, Inc., Capital Staffing Fund, Inc.,
Outsource Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc.,
Synadyne III, Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees
Insurance Services, Inc., Outsource International of America, Inc.,
Mass Staff, Inc., Staff All, Inc., Outsource of Nevada, Inc.,
Employment Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc.,
Guardian Employer East, LLC, Guardian Employer West, LLC, each of the
banks party to the Credit Agreement and BankBoston, N.A., as agent for
the banks, dated as of July 31, 2000.
*10.77 Tenth Amendment to Revolving Credit Agreement among Outsource Funding
Corporation, the banks from time to time parties thereto, and
BankBoston, N.A., as agent for the banks, dated July 31, 2000.
*10.78 Fourteenth Amendment to Third Amended and Restated Credit Agreement
among Outsource International, Inc., Capital Staffing Fund, Inc.,
Outsource Franchising, Inc., Synadyne I, Inc., Synadyne II, Inc.,
Synadyne III, Inc., Synadyne IV, Inc., Synadyne V, Inc., Employees
Insurance Services, Inc., Outsource International of America, Inc.,
Mass Staff, Inc., Staff All, Inc., Outsource of Nevada, Inc.,
Employment Consultants, Inc., X-tra Help, Inc., Co-Staff, Inc.,
Guardian Employer East, LLC, Guardian Employer West, LLC, each of the
banks party to the Credit Agreement and BankBoston, N.A., as agent for
the banks, dated as of August 2, 2000.
*10.92(a) Financing Agreement, dated as of August 15, 2000, among Outsource
International, Inc., Outsource International of America, Inc.,
Outsource Franchising, Inc., Guardian Employer East, LLC and Guardian
Employer West, LLC, as Borrowers, the other subsidiaries of Outsource
International, Inc., as Guarantors, Ableco Finance, LLC, as agent for
certain Lenders, and The CIT Group/Business Credit, Inc.
*10.92(b) Term A Note, dated August 15, 2000, in the amount of $8,800,000, made
by Outsource International, Inc., Outsource International of America,
Inc., Outsource Franchising, Inc., Guardian Employer East, LLC and
Guardian Employer West, LLC, as Borrowers, to the order of Ableco
Finance, LLC.
*10.92(c) Term A Note, dated August 15, 2000, in the amount of $8,800,000, made
by Outsource International, Inc., Outsource International of America,
Inc., Outsource Franchising, Inc., Guardian Employer East, LLC and
Guardian Employer West, LLC, as Borrowers, to the order of A2 Funding
LP.
*10.92(d) Term B Note, dated August 15, 2000, in the amount of $9,000,000, made
by Outsource International, Inc., Outsource International of America,
Inc., Outsource Franchising, Inc., Guardian Employer East, LLC and
Guardian Employer West, LLC, as Borrowers, to the order of Ableco
Holding LLC.
*10.92(e) Revolving Credit Note, dated August 15, 2000, in the amount of
$33,400,000, made by Outsource International, Inc., Outsource
International of America, Inc., Outsource Franchising, Inc., Guardian
Employer East, LLC and Guardian Employer West, LLC, as Borrowers, to
the order of The CIT Group/Business Credit, Inc.
*10.92(f) Warrant, dated August 15, 2000, issued to Ableco Holding LLC.
*10.92(g) Registration Rights Agreement, dated as of August 15, 2000, between
Outsource International, Inc. and Ableco Holding LLC.
*10.93(a) Restructuring Agreement, dated as of August 15, 2000, among Outsource
International, Inc., Fleet National Bank, as agent, and each of the
banks party thereto.
*10.93(b) Notes, each dated August 15, 2000, totaling $5,343,262, made by
Outsource International, Inc., as Borrower, to the order of Fleet
National Bank ($2,200,168.28); LaSalle Bank National Association
($1,257,237.49); Comerica Bank ($1,257,237.49), and SunTrust Bank
($628,618.74).
*10.93(c) Warrant Purchase Agreement, dated as of August 15, 2000, among
Outsource International, Inc., Fleet National Bank, Comerica Bank,
LaSalle Bank National Association and SunTrust Bank.
*10.93(d) Form of Warrant, dated August 15, 2000, issued to Fleet National Bank
(215,874 shares), Comerica Bank (123,356), LaSalle Bank National
Association (123,356) and SunTrust Bank (61,679).
*27 Financial Data Schedule
-----------------------------------------------------------------
* Previously filed with Form 10-Q on August 21, 2000.
(1) Incorporated by reference to the Exhibits to Amendment No. 3 to the
Company's Registration Statement on Form S-1 (Registration Statement No.
333-33443) as filed with the Securities and Exchange Commission on October
21, 1997.
(2) Incorporated by reference to the Exhibits to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Registration Statement No.
333-33443) as filed with the Securities and Exchange Commission on
September 23, 1997.
------------------------------------------------------------------
(b) REPORTS ON FORM 8-K:
No reports were filed on Form 8-K during the fiscal quarter ended July 2, 2000.
40
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
OUTSOURCE INTERNATIONAL, INC.
Date: September 1, 2000 By: /s/ Garry E. Meier
-----------------------------------------
Garry E. Meier
Chairman of the Board of Directors,
President and Chief Executive Officer
Date: September 1, 2000 By: /s/ Scott R. Francis
-----------------------------------------
Scott R. Francis
Vice President and Chief Financial Officer
(Principal Financial Officer)
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