<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
COMMISSION FILE NUMBER 000-23343
NOVACARE EMPLOYEE SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-2866146
(State of incorporation) (I.R.S. Employer Identification No.)
2621 VAN BUREN AVENUE, NORRISTOWN, PA 19403
(Address of principal executive office) (Zip code)
Registrant's telephone number: (610) 650-4700
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
As of April 30, 1998, NovaCare Employee Services, Inc. had 27,118,079 shares of
common stock, $.01 par value, outstanding.
<PAGE> 2
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
FORM 10-Q - QUARTER ENDED MARCH 31, 1998
INDEX
<TABLE>
<CAPTION>
PART NO. ITEM NO. DESCRIPTION PAGE NO.
- -------- -------- ----------- --------
<S> <C> <C> <C>
I FINANCIAL INFORMATION
1 Financial Statements
- Condensed Consolidated Balance Sheets as of
March 31, 1998 and June 30, 1997 1
- Condensed Consolidated Statements of
Operations for the Three Months Ended March
31, 1998 and 1997 2
- Condensed Consolidated Statements of
Operations for the Nine Months Ended March 31,
1998 and 1997 3
- Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended March 31, 1998 and 1997 4
- Consolidated Statement of Shareholders Equity
for the Nine Months Ended March 31, 1998 5
Notes to Condensed Consolidated Financial Statements 6-11
2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-18
II OTHER INFORMATION
6 Exhibits and Reports on Form 8-K 19
Signature 20
</TABLE>
i
<PAGE> 3
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998 AND JUNE 30, 1997
(In thousands, except per share data)
<TABLE>
<CAPTION>
MARCH 31, June 30,
1998 1997
--------- ---------
<S> <C> <C>
ASSETS (UNAUDITED) (See Note 1)
Current assets:
Cash and cash equivalents .......................................................... $ 6,084 $ 1,782
Accounts receivable:
Related party .................................................................. 23,280 27,607
Unbilled ....................................................................... 14,488 7,215
Third parties, net of allowance for doubtful accounts at March 31, 1998
and at June 30, 1997 of $149 and $26, respectively ........................... 6,799 1,910
Prepaid assets ..................................................................... 2,318 567
Deferred income taxes .............................................................. 702 296
Other current assets ............................................................... 1,388 502
--------- ---------
Total current assets ........................................................... 55,059 39,879
Property and equipment, net ........................................................... 4,299 1,326
Excess cost of net assets acquired, net ............................................... 72,879 53,691
Other assets, net ..................................................................... 1,081 1,102
--------- ---------
$ 133,318 $ 95,998
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of financing arrangements .......................................... $ 234 $ 298
Accounts payable and accrued expenses .............................................. 6,609 6,172
Accrued salaries, wages and payroll taxes .......................................... 37,978 28,159
Current portion of accrued workers' compensation and health claims ................. 13,821 5,423
Note payable to related party ...................................................... -- 28,382
Current portion of deferred purchase price obligations ............................. 2,200 18,905
Income taxes payable ............................................................... 2,300 1,382
--------- ---------
Total current liabilities ...................................................... 63,142 88,721
Financing arrangements, net of current portion ........................................ 823 1,068
Accrued workers' compensation and health claims, net of current portion ............... 4,266 1,910
Deferred purchase price obligations, net of current portion ........................... 6,091 856
Other ................................................................................. 816 411
--------- ---------
Total liabilities .............................................................. 75,138 92,966
Mandatorily redeemable common stock ................................................... -- 2,731
Commitments and contingencies ......................................................... -- --
Shareholders' equity:
Preferred stock, $.01 par value; authorized 1,000 shares; no shares issued
or outstanding ................................................................... -- --
Common stock, $.01 par value; authorized 60,000 shares; issued 27,118
shares at March 31, 1998 and 19,193 shares at June 30, 1997 ...................... 271 192
Additional paid-in capital ......................................................... 55,668 1,189
Retained earnings .................................................................. 2,350 --
--------- ---------
58,289 1,381
Less:Common stock in treasury (at cost), 563 shares at June 30, 1997 ............... -- (1,080)
Deferred compensation, net .................................................... (109) --
--------- ---------
Total shareholders' equity .................................................... 58,180 301
--------- ---------
$ 133,318 $ 95,998
========= =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
1
<PAGE> 4
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
---------------------------
1998 1997
---------- ----------
<S> <C> <C>
Revenues:
Related party .......................................................... $ 193,837 $ 99,923
Third parties .......................................................... 144,530 51,153
--------- ---------
Total revenues ..................................................... 338,367 151,076
Direct costs:
Related party:
Salaries, wages and employment taxes of worksite employees ......... 171,931 91,480
Healthcare and workers' compensation, state unemployment and other . 16,642 6,205
Third parties:
Salaries, wages and employment taxes of worksite employees ......... 128,280 45,251
Healthcare and workers' compensation, state unemployment and other . 10,212 3,412
--------- ---------
Gross profit ..................................................... 11,302 4,728
Selling, general and administrative expenses .............................. 7,630 3,214
Provision for uncollectible accounts ...................................... 55 1
Amortization of excess cost of net assets acquired ........................ 777 440
--------- ---------
Income from operations ............................................. 2,840 1,073
Investment income ......................................................... 46 5
Interest expense .......................................................... (121) (2)
Interest expense -- related party ......................................... -- (265)
--------- ---------
Income before income taxes ........................................ 2,765 811
Income taxes .............................................................. 1,286 591
--------- ---------
Net income ......................................................... $ 1,479 $ 220
========= =========
Net income per share - basic ....................................... $ .05 $ .01
========= =========
Net income per share - assuming dilution ........................... $ .05 $ .01
========= =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
2
<PAGE> 5
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
MARCH 31,
-------------------------
1998 1997
--------- ---------
<S> <C> <C>
Revenues:
Related party .......................................................... $ 559,915 $ 99,923
Third parties .......................................................... 347,960 62,047
--------- ---------
Total revenues ..................................................... 907,875 161,970
Direct costs:
Related party:
Salaries, wages and employment taxes of worksite employees ......... 508,127 91,480
Healthcare and workers' compensation, state unemployment and other.. 37,882 6,205
Third parties:
Salaries, wages and employment taxes of worksite employees ......... 304,155 54,333
Healthcare and workers' compensation, state unemployment and other.. 28,669 4,382
--------- ---------
Gross profit ..................................................... 29,042 5,570
Selling, general and administrative expenses .............................. 19,678 3,874
Provision for uncollectible accounts ...................................... 123 2
Amortization of excess cost of net assets acquired ........................ 1,988 467
--------- ---------
Income from operations ............................................. 7,253 1,227
Investment income ......................................................... 163 9
Interest expense .......................................................... (197) (2)
Interest expense -- related party ......................................... (611) (299)
--------- ---------
Income before income taxes ........................................ 6,608 935
Income taxes .............................................................. 3,073 654
--------- ---------
Net income ......................................................... $ 3,535 $ 281
========= =========
Net income per share - basic ....................................... $ .15 $ .02
========= =========
Net income per share - assuming dilution ........................... $ .15 $ .02
========= =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
3
<PAGE> 6
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
MARCH 31,
-------------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................................ $ 3,535 $ 281
Adjustments to reconcile net income to net cash flows provided by operating
activities:
Depreciation and amortization .......................................... 2,736 583
Provision for uncollectible accounts ................................... 123 2
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable -- related party ............................... 2,520 (1,266)
Accounts receivable -- third parties ............................... (3,875) (24,991)
Other current assets ............................................... (1,489) (492)
Accounts payable and accrued expenses .............................. (2,725) (138)
Accrued salaries, wages, and payroll taxes ......................... 4,589 12,594
Accrued interest -- related party .................................. -- 299
Accrued workers' compensation and health claims .................... 9,090 14,029
Income taxes payable ............................................... 705 323
Other, net ......................................................... 796 495
-------- --------
Net cash flows provided by operating activities ................. 16,005 1,719
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for businesses acquired, net of cash acquired .................... (7,821) (22,590)
Payment of deferred purchase price obligations ............................ (17,172) --
Additions to property and equipment ....................................... (2,404) (102)
Other, net ................................................................ (515) (127)
-------- --------
Net cash flows used in investing activities ..................... (27,912) (22,819)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from initial public offering of common stock ................. 45,719 --
Proceeds from note payable to related party ............................... -- 23,395
Payment of note payable to related party .................................. (28,382) --
Proceeds from financing arrangements ...................................... 4,750 --
Payment of financing arrangements ......................................... (5,884) (30)
Payment for purchase of treasury stock .................................... -- (1,080)
Proceeds from common stock issued ......................................... 6 858
-------- --------
Net cash flows provided by financing activities ................. 16,209 23,143
-------- --------
Net increase in cash and cash equivalents ................................. 4,302 2,043
Cash and cash equivalents, beginning of period ............................ 1,782 --
-------- --------
Cash and cash equivalents, end of period .................................. $ 6,084 $ 2,043
======== ========
Supplemental disclosures of cash flow information:
Interest paid .......................................................... $ 687 $ 2
======== ========
Income taxes paid ...................................................... $ 2,273 $ --
======== ========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
4
<PAGE> 7
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
SHARES ISSUED COMMON
--------------------- STOCK ADDITIONAL
($.01 PAR TREASURY PAID-IN DEFERRED RETAINED
COMMON TREASURY VALUE) STOCK CAPITAL COMPENSATION EARNINGS
------- -------- --------- -------- ---------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30,1997 ........... 19,193 (563) $ 192 $(1,080) $ 1,189 $ -- $ --
Issuance through initial
public offering, net of
offering costs of $6,032 ...... 5,750 -- 58 -- 45,661 -- --
Issuance in connection with
acquisitions ................... 1,360 563 13 1,080 4,781 -- --
Accretion of mandatorily
redeemable common stock ........ -- -- -- -- -- -- (1,185)
Conversion of mandatorily
redeemable common stock ........ 813 -- 8 -- 3,907 -- --
Issued under stock option plan .... -- -- -- -- 124 (124) --
Issued for exercise of options .... 2 -- -- -- 6 -- --
Amortization of deferred
compensation ................... -- -- -- -- -- 15 --
Net income ........................ -- -- -- -- -- -- 3,535
======= ======= ======= ======= ======= ======= =======
Balance at March 31, 1998 ......... 27,118 -- $ 271 $ -- $55,668 $ (109) $ 2,350
======= ======= ======= ======= ======= ======= =======
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
5
<PAGE> 8
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(In thousands, except per share data)
(Unaudited)
1. BASIS OF PRESENTATION
NovaCare Employee Services, Inc. (the "Company") is a national
professional employer organization ("PEO") providing small and medium-sized
businesses with comprehensive, fully integrated outsourcing solutions to
human resource issues, including payroll management, risk management,
benefits administration, unemployment services, temporary staffing and
human resource consulting services.
The condensed consolidated financial statements include the operations
of NovaCare Employee Services, Inc., and its wholly owned subsidiaries.
Intercompany accounts and transactions have been eliminated in
consolidation.
The accompanying condensed consolidated financial statements of the
Company are unaudited. The balance sheet as of June 30, 1997 is condensed
from the audited balance sheet of the Company at that date. These
statements have been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission and should be read in conjunction
with the Company's consolidated financial statements and notes thereto for
the period ended June 30, 1997 contained in the Company's final prospectus
dated November 11, 1997. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of Company
management, the condensed consolidated financial statements for the
unaudited interim periods presented include all adjustments (consisting of
only normal recurring adjustments) necessary for a fair presentation of the
Company's financial position and results of operations for the interim
periods presented. Certain amounts in the fiscal 1997 condensed
consolidated financial statements have been reclassified to conform with
the fiscal 1998 presentation.
Operating results for the three and nine-month periods ended March 31,
1998 are not necessarily indicative of the results that may be expected for
a full year or any portion thereof.
2. INITIAL PUBLIC OFFERING
On November 11, 1997, the Company completed an initial public offering
of 5,000 shares of its common stock (the "Offering"). Subsequent to the
Offering, the Company issued an additional 750 shares pursuant to the
exercise of an over-allotment provision, for a total issuance of 5,750
shares. The net proceeds from the Offering, after deducting offering costs
of $6,032, amounted to $45,719. The proceeds were used by the Company to
pay: (i) the Company's outstanding revolving credit loan of $28,382 from
NovaCare, Inc. (the "Parent"), (ii) $1,000 to an affiliate of the Company
who is a former owner of a business acquired by the Company, and (iii)
$16,172 to retire deferred purchase obligations. Simultaneously with the
completion of the Offering, the Company's mandatorily redeemable common
stock was converted into 813 shares of the Company's common stock.
6
<PAGE> 9
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
(In thousands, except per share data)
(Unaudited)
3. ACQUISITIONS
The Company acquired all of the outstanding stock of AmeriCare
Employers Group, Inc. ("AmeriCare"), a PEO in Phoenix, Arizona, effective
December 1, 1997, for $9,000 in cash, 723 shares of the Company's common
stock, the assumption of certain liabilities, and future contingent
payments. The cash portion of the purchase price was funded through
borrowings under the Company's revolving credit facility and through cash
generated from operations.
The acquisition has been accounted for as a purchase, and accordingly,
the aggregate purchase price was allocated to assets and liabilities based
on their fair values at the date of acquisition. The excess of the purchase
price over the fair market value of the underlying assets acquired was
approximately $19,343.
In the third quarter of fiscal 1997, the Company acquired three PEO
businesses. In addition, on July 1, 1997, the Company acquired NovaPro, a
rehabilitation temporary staffing business, from the Parent.
The following unaudited pro forma consolidated results of the Company
give effect to each of the acquisitions as if they occurred as of October
1, 1996 (the date of inception):
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
MARCH 31,
-----------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
Net revenues.............................................. $ 981,124 $ 323,573
Net income (loss)......................................... 3,671 (1,908)
Net income per share - basic.............................. $ .15 $ (.10)
Net income per share - assuming dilution.................. $ .15 $ (.10)
</TABLE>
The above pro forma information is not necessarily indicative of the
results of operations that would have occurred had the acquisitions been
made as of October 1, 1996, or the results which may occur in the future.
4. NET INCOME PER SHARE
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share," became effective for periods ending after December 15, 1997. This
statement revised the calculation of earnings per share from the "primary"
and "fully diluted" methods previously employed, to the "basic" and
"assuming dilution" methods. The Company had not previously presented
fully-diluted earnings per share because the result was not materially
different than the primary calculation. Under the new statement, earnings
per share-basic represents earnings divided by the weighted average number
of shares outstanding during the period. Earnings per share-assuming
dilution represents the basic weighted average shares outstanding adjusted
for the effects of stock options and contingently issuable shares under
certain acquisition agreements. The calculation of the Company's earnings
per share-assuming dilution closely resembles that used in prior
calculations of primary earnings per share.
In accordance with this statement, the Company has replaced its
disclosure of primary net income per share with net income per share-basic
and net income per share-assuming dilution.
7
<PAGE> 10
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
(In thousands, except per share data)
(Unaudited)
4. NET INCOME PER SHARE (CONTINUED)
The following table sets forth the computation and reconciliation of
net income per share-basic and net income per share-assuming dilution:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------------------- -------------------------------
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET INCOME................................. $ 1,479 $ 220 $ 3,535 $ 281
============= ============= ============= =============
WEIGHTED AVERAGE SHARES OUTSTANDING:
WEIGHTED AVERAGE SHARES OUTSTANDING -
BASIC................................. 27,544 17,904 24,134 17,205
Stock options........................... 130 -- 140 --
------------- ------------- ------------- -------------
WEIGHTED AVERAGE SHARES OUTSTANDING -
ASSUMING DILUTION...................... 27,674 17,904 24,274 17,205
============= ============= ============= =============
NET INCOME PER SHARE - BASIC............ $ .05 $ .01 $ .15 $ .02
============= ============= ============= =============
NET INCOME PER SHARE - ASSUMING
DILUTION............................... $ .05 $ .01 $ .15 $ .02
============= ============= ============= =============
</TABLE>
Net income per share has been computed in accordance with Securities
and Exchange Commission Staff Accounting Bulletin No. 98 ("SAB 98"). SAB 98
requires that common shares issued by the Company in the twelve months
immediately preceding a proposed public offering plus the number of common
equivalent shares which became issuable during the same period pursuant to
the grant of stock options at prices substantially less than the security's
fair value (nominal issuances) be included in the calculation of common
stock and common stock equivalent shares, as if they were outstanding for
all periods presented. The Company determined there were no material
issuances of nominal shares in the twelve months preceding the Offering.
Options to purchase 862 shares of common stock for the three and
nine-months ended March 31, 1998, were not included as common stock
equivalents in the computation of net income per share-assuming dilution
because the effect would be antidilutive. As part of certain purchase
agreements, the former stockholders are eligible to receive additional
shares of the Company's common stock contingent upon achieving certain
financial and operating criteria. Approximately 2,068 contingently issuable
shares were not included in the computation of net income per
share-assuming dilution because all specified financial and operating
conditions have not been satisfied. There were no transactions occurring
subsequent to March 31, 1998 that would have materially changed the number
of shares used in computing net income per share-basic or net income per
share-assuming dilution.
8
<PAGE> 11
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
MARCH 31, 1998
(In thousands, except per share data)
(Unaudited)
5. PROPERTY AND EQUIPMENT
The components of property and equipment were as follows:
<TABLE>
<CAPTION>
MARCH 31, June 30,
1998 1997
-------------- --------------
<S> <C> <C>
Land and buildings........................................ $ 159 $ 70
Property, equipment and furniture......................... 2,009 1,019
Leasehold improvements.................................... 506 162
Computer equipment and capitalized software............... 2,330 240
-------------- --------------
5,004 1,491
Less: Accumulated depreciation and amortization........... (705) (165)
============== ==============
$ 4,299 $ 1,326
============== ==============
</TABLE>
6. FINANCING ARRANGEMENTS
Financing arrangements consisted of the following:
<TABLE>
<CAPTION>
MARCH 31, June 30,
1998 1997
------------- -------------
<S> <C> <C>
Subordinated promissory notes (6% to 10%), through 2002...... 746 1,322
Other........................................................ 311 44
------------- -------------
1,057 1,366
Less: current portion........................................ (234) (298)
============= =============
$ 823 $ 1,068
============= =============
</TABLE>
Subsequent to the Offering, the Company entered into a $25,000
three-year revolving credit facility with a syndicate of lenders (the
"Credit Facility"). The Credit Facility provides for revolving credit
available to fund working capital, capital expenditures, standby letters of
credit and finance acquisitions. The Credit Facility includes a $5,000
letter of credit subfacility.
The Credit Facility provides for interest at a variable rate, depending
on certain financial ratios, equal to (a) the EuroDollar rate plus a range
of 1.375% to 2.50% or (b) the lead lender's prime rate plus a range of
0.125% to 1.25%. In addition, the Company has agreed to pay a commitment
fee ranging from 0.30% to 0.50% per annum on the unused portion of the
commitment. Loans made under the Credit Facility are collateralized by a
pledge of all of the (i) Company's interest in the common stock of its
subsidiaries, (ii) assets of the Company and its subsidiaries, and (iii)
Parent's interest in the common stock of the Company.
9
<PAGE> 12
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
(In thousands, except per share data)
(Unaudited)
6. FINANCING ARRANGEMENTS (CONTINUED)
Under the Credit Facility, the Company had outstanding a letter of
credit in the amount of $1,141, which guarantees payment of claims to one
of the Company's former workers' compensation insurance carriers. The
unused portion of the Credit Facility at March 31, 1998 was $23,859 after
reduction for the letter of credit described above.
7. ACCRUED WORKERS' COMPENSATION AND HEALTH CLAIMS
The Company's accruals for claims are summarized as follows:
<TABLE>
<CAPTION>
MARCH 31, June 30,
1998 1997
------------- -------------
<S> <C> <C>
Accrued health benefit premiums payable and claims reserves...... $ 12,643 $ 3,756
Accrued workers' compensation premiums payable and claims
reserves ..................................................... 5,444 3,577
------------- -------------
18,087 7,333
Less: workers' compensation and health claims expected to be
settled in less than one year................................. (13,821) (5,423)
============= =============
$ 4,266 $ 1,910
============= =============
</TABLE>
8. MANDATORILY REDEEMABLE COMMON STOCK
Mandatorily redeemable common stock was issued in the prior year in
connection with certain acquisitions which provided certain registration
and valuation rights. On November 11, 1997, all 813 shares of mandatorily
redeemable stock were converted into common stock.
9. DEFERRED COMPENSATION
On August 8 and September 5, 1997, the Company granted options to
certain executives, in conjunction with compensation agreements, to
purchase shares of common stock at an exercise price of $4.50 per share.
There was no trading market for the common stock as of each respective
date. For financial statement purposes, a fair market value for the common
stock has been determined by the Board of Directors to be $7.12 on August
8, 1997 and $9.00 on September 5, 1997. Accordingly, the Company has
recorded deferred compensation expense based on the difference between the
exercise price and the fair market value of the common stock on the date of
grant, in the aggregate amount of $124. This amount is recognized as
compensation expense over the vesting period of five years, on a
straight-line basis. The unamortized portion of deferred compensation is
recorded as a reduction to shareholders' equity. At March 31, 1998, the
remaining unamortized portion of deferred compensation amounted to $109.
10. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal proceedings and claims which arise in
the ordinary course of its business. In the opinion of management, the
amount of ultimate liability, if any, with respect to these actions will
not have a materially adverse effect on the financial position or results
of operations of the Company.
10
<PAGE> 13
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
MARCH 31, 1998
(In thousands, except per share data)
(Unaudited)
10. COMMITMENTS AND CONTINGENCIES (CONTINUED)
Certain purchase agreements require additional payments if specific
financial and/or operating conditions are met. Aggregate contingent
payments in connection with these acquisitions at March 31, 1998 of
approximately 1,416 shares of common stock have not been included in the
initial determination of cost of the businesses acquired since the amount
of such contingent consideration, if any, is not presently determinable.
The Company's operations are subject to numerous Federal, state and
local laws related to employment, taxes and benefit plan matters.
Generally, these regulations affect all companies in the United States.
However, the regulatory environment for PEOs is an evolving area due to
uncertainties resulting from the non-traditional employment relationships.
Many Federal and state laws relating to tax and employment matters were
enacted prior to the development of PEO companies and do not specifically
address the obligations and responsibilities of these co-employer
relationships. The Internal Revenue Service (the "IRS") is conducting a
market segment study of the PEO industry (the "Market Segment Study")
focusing on selected PEOs (not including the Company) in order to examine
the relationship among PEOs, their clients, worksite employees, and the
owners of clients. IRS officials previously indicated that the Market
Segment Study was expected to be completed during the early months of 1998.
However, more recent IRS statements suggest that an announcement of the
IRS' position with respect to PEOs may be delayed. If the IRS concludes
that PEOs are not "employers" of certain worksite employees for purposes of
the Internal Revenue Code, the Company's benefit plans (including
cafeteria, health and welfare, and retirement plans) may lose their
favorable tax status, and the Company may no longer be able to assume its
clients' Federal employment tax withholding obligations.
11
<PAGE> 14
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
NovaCare Employee Services, Inc. (the "Company") is one of the largest
professional employer organizations ("PEO"s) in the United States. The Company
was established by NovaCare, Inc. (the "Parent"), in September 1996, as a
subsidiary and commenced operations on October 1, 1996, concurrent with the
acquisition of one PEO business. In February 1997, the Company acquired three
additional PEO businesses and entered into a contract with the Parent to provide
traditional PEO services to principally all of the Parent's worksite employees
(the "NovaCare Contract"). On July 1, 1997, the Company acquired NovaPro, a
rehabilitation temporary staffing business, from the Parent. Effective December
1, 1997 the Company acquired AmeriCare Employers Group, Inc. ("AmeriCare"), a
PEO business. As of March 31, 1998, the Company served 2,650 organizations with
47,161 employees at over 3,000 worksites in 45 states, principally in 10
different industries. The Company is an employee services company which provides
small and medium-sized businesses with comprehensive, fully integrated
outsourcing solutions to human resource issues, including payroll management,
risk management, benefits administration, unemployment services and human
resource consulting services.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998
The following table sets forth certain income statement and statistical data for
the three months ended March 31, 1998 and 1997.
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
----------------------------------------------------
JANUARY 1, 1998 TO JANUARY 1, 1997 TO
(TABLE IN THOUSANDS, EXCEPT PERCENTAGES) MARCH 31, 1998 MARCH 31, 1997
------------------------ -----------------------
OPERATING RESULTS: $ % $ %
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Revenues ..................... $ 338,367 100.0% $ 151,076 100.0%
Direct costs:
Salaries, wages and employment
taxes of worksite employees 300,211 88.7 136,731 90.5
Health care, workers'
compensation, state ........ 26,854 7.9 9,617 6.4
unemployment taxes and other
--------- --------- --------- ----------
Gross profit ............... 11,302 3.3 4,728 3.1
Selling, general and
administrative expenses .... 7,685 2.3 3,215 2.1
Amortization of excess cost of
net assets acquired ........ 777 0.2 440 0.3
--------- --------- --------- ----------
Income from operations ..... 2,840 0.8 1,073 0.7
Interest expense, net ........ (75) (0.0) (262) (0.2)
--------- --------- --------- ----------
Income before income taxes . 2,765 0.8 811 0.5
Income tax expense ........... 1,286 0.4 591 0.4
--------- --------- --------- ----------
Net income ................. $ 1,479 0.4% $ 220 0.1%
========= ========= ========= ==========
</TABLE>
12
<PAGE> 15
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 (CONTINUED)
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
-------------------------------------
JANUARY 1, JANUARY 1,
1998 TO 1997 TO
MARCH 31, 1998 MARCH 31, 1997
----------------- -----------------
<S> <C> <C>
STATISTICAL DATA:
EBITDA (in thousands) (1)....................... $ 3,881 $ 1,608
Number of clients at period end................. 2,650 1,531
Worksite employees at period end:
Third parties................................. 30,035 16,917
Related party................................. 17,126 15,728
----------------- -----------------
Total......................................... 47,161 32,645
================= =================
Weighted average worksite employees paid
during the period:
Third parties................................. 29,373 11,860
Related party................................. 16,990 15,546
----------------- -----------------
Weighted average.............................. 46,363 22,285
================= =================
Quarterly gross profit per weighted average
worksite employee (in whole $'s):
Third parties................................. $ 206 $ 210
Related party................................. 310 216
Weighted average.............................. 244 212
</TABLE>
(1) EBITDA is defined as earnings before interest, income taxes, depreciation
and amortization. EBITDA is presented because it is a widely accepted
financial indicator of a company's ability to incur and service debt.
However, EBITDA should not be considered in isolation or as a substitute for
net income or cash flow data prepared in accordance with generally accepted
accounting principles or as a measure of a company's profitability or
liquidity. Also, the EBITDA definition used herein may not be comparable to
similarly titled measures reported by other companies.
Revenues were $338.4 million for the three months ended March 31, 1998,
compared to $151.1 million for the three months ended March 31, 1997,
representing an increase of $187.3 million or 124%. The increase is attributable
to an increased number of clients and worksite employees. From March 31, 1997 to
March 31, 1998, the number of clients increased 73% from 1,531 to 2,650, and the
number of weighted average worksite employees increased 108% from 22,285 to
46,363. The increases are attributed to: (i) the March 31, 1997 quarter
containing two months of operations for the NovaCare Contract and the three PEOs
acquired in February 1997, versus three months of operations in the March 31,
1998 quarter, (ii) internal growth in existing markets, (iii) the acquisition of
one PEO business (AmeriCare), which was completed during the second quarter of
fiscal 1998, and (iv) the development of new markets.
13
<PAGE> 16
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 (CONTINUED)
Gross profit was $11.3 million for the three months ended March 31, 1998,
compared to $4.7 million for the three months ended March 31, 1997, representing
an increase of $6.6 million or 140%. The increase in gross profit is directly
attributable to the growth in clients and worksite employees. Gross profit was
3.3% of revenue for the three months ended March 31, 1998, compared to 3.1% for
the same period in the prior year. The third quarter gross profit per third
party weighted average worksite employee of $206 decreased slightly from $210
for the comparable period in the prior year due to a full quarter of operations
for the three PEOs acquired in February 1997, which have a lower gross profit
percentage versus the initial acquisition in October 1996. The third quarter
gross profit per related party weighted average worksite employee increased to
$310 from $216 for the comparable period in the prior year due to the providing
of temporary staffing services and continued improvement in the management of
employee benefits program costs.
Selling, general and administrative expenses increased to $7.7 million for
the three months ended March 31, 1998 from $3.2 million for the three months
ended March 31, 1997, representing an increase of $4.5 million or 140%. The
increase results from increased staffing and other expenses associated with: (i)
the timing of acquisitions and the start-up of the NovaCare Contract, (ii)
opening new markets, and (iii) executing the Company's internal growth strategy.
Selling, general and administrative expenses were 2.3% of revenues for the three
months ended March 31, 1998, compared to 2.1% for the same period in the prior
year. The increase in selling, general and administrative expenses as a
percentage of revenue is also due to the factors described above.
Amortization of excess cost of net assets acquired increased to $777,000 for
the three months ended March 31, 1998 from $440,000 for the comparable period in
the prior year. The increase is attributable to the amortization associated with
the AmeriCare acquisition, which was completed in the second quarter of fiscal
1998, and a full quarter of amortization from acquisitions completed in
February 1997.
Interest expense, net of investment income, decreased to $75,000 for the
three months ended March 31, 1998 from $262,000 for the comparable period in the
prior year. The decrease is due primarily to the repayment, in the second
quarter of fiscal 1998, of outstanding indebtedness to the Parent with a portion
of the net proceeds available from an initial public offering completed November
11, 1997 (the "Offering").
Income tax expense as a percentage of pretax income decreased to 46.5% from
72.9%. The principal reasons for the reduction in the tax rate are the effects
of non-deductible amortization of excess cost of net assets acquired and lower
effective state income tax rates.
14
<PAGE> 17
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1998 (CONTINUED)
The following table sets forth certain income statement and statistical data
for the nine months ended March 31, 1998 and the period from October 1, 1996
(inception) to March 31, 1997.
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
------------------------------------------------------------------
JULY 1, 1997, OCTOBER 1, 1996
TO (INCEPTION), TO
(TABLE IN THOUSANDS, EXCEPT MARCH 31, 1998 MARCH 31, 1997
PERCENTAGES)
-------------------------------- --------------------------------
OPERATING RESULTS: $ % $ %
---------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues.......................... $ 907,875 100.0% $ 161,970 100.0%
Direct costs:
Salaries, wages and employment
taxes of worksite employees..... 812,282 89.5 145,813 90.0
Health care, workers'
compensation, state
unemployment taxes and other.... 66,551 7.3 10,587 6.5
---------------- -------------- --------------- ---------------
Gross profit.................... 29,042 3.2 5,570 3.4
Selling, general and
administrative expenses......... 19,801 2.2 3,876 2.4
Amortization of excess cost of
net assets acquired............. 1,988 0.2 467 0.3
---------------- -------------- --------------- ---------------
Income from operations.......... 7,253 0.8 1,227 0.8
Interest expense, net............. (645) (0.1) (292) (0.2)
---------------- -------------- --------------- ---------------
Income before income taxes...... 6,608 0.7 935 0.6
Income tax expense................ 3,073 0.3 654 0.4
---------------- -------------- --------------- ---------------
Net income...................... $ 3,535 0.4% $ 281 0.2%
================ ============== =============== ===============
</TABLE>
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
-------------------------------------------
JULY 1, 1997 OCTOBER 1, 1996
TO (INCEPTION) TO
MARCH 31, MARCH 31,
1998 1997
------------------- --------------------
<S> <C> <C>
STATISTICAL DATA:
EBITDA (in thousands) (1)....................... $ 9,990 $ 1,810
Number of clients at period end................. 2,650 1,531
Worksite employees at period end:
Third parties................................ 30,035 16,917
Related party................................ 17,126 15,728
------------------- --------------------
Total...................................... 47,161 32,645
=================== ====================
Weighted average worksite employees paid during
the period:
Third parties................................ 24,654 11,860
Related party................................ 16,088 15,546
------------------- --------------------
Weighted average............................. 40,742 22,285
=================== ====================
Year-to-date gross profit per weighted average
worksite employee (in whole $'s):
Third parties................................ $ 614 $ 281
Related party................................ 864 216
Weighted average............................. 713 250
</TABLE>
15
<PAGE> 18
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1998 (CONTINUED)
- ------------
(1) EBITDA is defined as earnings before interest, income taxes, depreciation
and amortization. EBITDA is presented because it is a widely accepted
financial indicator of a company's ability to incur and service debt.
However, EBITDA should not be considered in isolation or as a substitute for
net income or cash flow data prepared in accordance with generally accepted
accounting principles or as a measure of a company's profitability or
liquidity. Also, the EBITDA definition used herein may not be comparable to
similarly titled measures reported by other companies.
Revenues and gross profit increased to $907.9 million and $29.0
million, respectively, for the nine-month period ended March 31, 1998 from
$162.0 million and $5.6 million, respectively, for the period ended March 31,
1997. The increase in revenue and gross profit is directly attributable to
growth in clients and worksite employees, caused by: (i) the timing of the
consummation of the NovaCare Contract, (ii) the completion of three
acquisitions in February 1997, (iii) the completion of the AmeriCare
acquisition in the second quarter of fiscal 1998, (iv) internal growth in
existing markets and (v) internal growth of the NovaPro acquisition completed
on July 1, 1997.
The gross profit per third party weighted average worksite employee for the
nine months ended March 31, 1998 increased to $614 from $281 in the prior year
period. The increase is due to: (i) the completion of three acquisitions in
February 1997, (ii) the completion of the AmeriCare acquisition in the second
quarter of fiscal 1998, and (iii) internal growth in existing markets. The gross
profit per related party weighted average worksite employee for the nine months
ended March 31, 1998 increased to $864 from $216 for the period in the prior
year. The increase is due to the timing of the consummation of the NovaCare
Contract and the providing of temporary staffing services.
Selling, general and administrative expenses increased to $19.8 million for
the nine months ended March 31, 1998 from $3.9 million for the period ended
March 31, 1997, representing an increase of $15.9 million. The increase results
from increased staffing and other expenses associated with: (i) the timing of
acquisitions and start-up of the NovaCare Contract (ii) opening of new markets
and, (iii) internal growth strategy. Selling, general and
administrative expenses were 2.2% of revenues for the nine months ended March
31, 1998, compared to 2.4% for the period ended March 31, 1997. The percentage
decrease results from the acquisitions completed in February and December 1997
having a reduced level of selling, general and administrative expenses as a
percentage of revenue than the Company's platform acquisition made in October
1996. Additionally, the Company has been able to realize selling, general and
administrative expense leverage through revenue growth.
Amortization of excess cost of net assets acquired increased to $2.0
million for the nine months ended March 31, 1998 from $467,000 for the period
ended March 31, 1997. The increase is attributable to nine months of
amortization associated with acquisitions completed in February 1997 and four
months of amortization from the AmeriCare acquisition, which was completed in
the second quarter of fiscal 1998.
Interest expense, net of investment income, increased to $645,000 for the
nine months ended March 31, 1998 from $292,000 for the period ended March 31,
1997, principally as a result of increased borrowings from the Parent, an
increase in the average period of indebtedness to the Parent, and the short-term
utilization of the Company's revolving credit facility to finance the AmeriCare
acquisition.
Income tax expense as a percentage of pretax income decreased to 46.5% from
69.9%. The principal reasons for the reduction in the tax rate are the effects
of non-deductible amortization of excess cost of net assets acquired and lower
effective state income tax rates.
16
<PAGE> 19
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
The Company had $6.1 million of cash and cash equivalents as of March 31,
1998. As of the same date, the Company had a working capital deficit of $8.1
million versus a working capital deficit of $48.8 million at June 30, 1997. The
$40.7 million improvement in working capital results from the receipt of
proceeds from the Offering which were utilized to pay the Parent indebtedness
and retire deferred purchase obligations. The Company's primary short-term
liquidity requirements relate to the payment of accrued payroll and payroll
taxes of its worksite and internal employees, accounts payable and the payment
of accrued workers' compensation expense and health benefit plan premiums.
The Company's cash flows provided by operating activities were $16.0 million
for the nine months ended March 31, 1998 resulting primarily from net income of
$3.5 million, amortization and depreciation of $2.7 million, and a $9.1 million
liability increase in accrued health and workers compensation claims. Accounts
receivable, accrued salaries, wages, payroll taxes, and health benefit premiums
payable are subject to fluctuations depending on the correlation between the
financial reporting cycle versus the payroll cycle.
Cash expended for investing activities for the nine months ended March 31,
1998 was $27.9 million primarily resulting from the payment of $17.2 million to
retire deferred purchase obligations, a $7.8 million payment for the AmeriCare
acquisition, and $2.9 million of payments for additions to furniture, equipment
and other assets to support the Company's growth. Although the Company currently
has no significant capital commitments, the Company anticipates the possible
acquisition of PEO or other employee services businesses in strategic markets
during the remainder of fiscal 1998.
Net cash provided by financing activities was $16.2 million for the nine
months ended March 31, 1998. During the period, the Company completed the
Offering and received proceeds of $45.7 million, net of offering costs, from the
sale of 5.8 million shares of common stock of the Company. The Company used
$28.4 million of its proceeds to retire debt due to the Parent.
In November 1997, the Company entered into a $25.0 million three-year
revolving credit facility with a syndicate of lenders. The credit facility
provides for interest at a variable rate, depending on certain financial ratios,
equal to (a) the EuroDollar rate plus a range of 1.375% to 2.50% or (b) the lead
lender's prime rate plus a range of 0.125% to 1.25%. In addition, the Company
has agreed to pay a commitment fee ranging from 0.30% to 0.50% per annum on the
unused portion of the commitment. Loans made under the Credit Facility are
collateralized by a pledge of all of the (i) Company's interest in the common
stock of its subsidiaries, (ii) assets of the Company and its subsidiaries, and
(iii) Parent's interest in the common stock of the Company. As of March 31,
1998, $23.9 million was available after reductions of letters of credit
totalling $1.1 million.
The Company believes the cash flows generated by the Company's operations,
together with its existing cash and availability of credit under the credit
facility will be sufficient to meet the Company's short- and long-term cash
needs.
17
<PAGE> 20
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
YEAR 2000 COMPLIANCE
The Company is in the process of assessing the effects of Year 2000
software issues on its present information technology structure. As of March
31, 1998, that assessment, including a determination of the exposure of the
Company's business processes to these issues and the need for and estimated
costs associated with any necessary conversions had not been completed.
CAUTIONARY STATEMENT
Except for historical information, matters discussed above including, but
not limited to, statements concerning future growth, are forward-looking
statements that are based on management's estimates, assumptions and
projections. Important factors that could cause results to differ materially
from those expected by management include management retention and development,
management's success in integrating acquired businesses, in developing and
introducing new products and lines of business and in entering new markets,
adverse Internal Revenue Service rulings and state regulations with respect to
the employer status of employee services businesses and the Company's ability to
implement its employee services business model.
18
<PAGE> 21
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(A) Exhibit
Number Exhibit Description Page Number
------ ------------------- -----------
<S> <C> <C> <C>
10(a) Revolving Credit Agreement First Amendment dated as of
March 30, 1998 by and among NovaCare Employee Services,
Inc. and certain of its subsidiaries and PNC Bank, N.A.,
SunTrust Bank of Central Florida, N.A., Bank One of
Kentucky, N.A., and AMSouth Bank.
27 Financial Data Schedule
(B) Reports on Form 8-K
</TABLE>
On March 31, 1998, the Company filed Amendment No. 1 to the Current Report on
Form 8-K dated January 15, 1998 with the Securities and Exchange Commission
reporting information under Item 7, Financial Statements and Exhibits
On February 2, 1998, the Company filed a Current Report on Form 8-K dated
January 15, 1998 with the Securities and Exchange Commission reporting
information under Item 2, Acquisition or Disposition of Assets and Item 7,
Financial Statements and Exhibits.
19
<PAGE> 22
NOVACARE EMPLOYEE SERVICES, INC. AND SUBSIDIARIES
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.
NOVACARE EMPLOYEE SERVICES, INC.
(REGISTRANT)
MAY 15, 1998 BY /s/ THOMAS D. SCHUBERT
------------------------------------------
THOMAS D. SCHUBERT
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND PRINCIPAL
ACCOUNTING OFFICER
20
<PAGE> 1
Exhibit 10(a)
NOVACARE EMPLOYEE SERVICES, INC.
2621 VAN BUREN AVENUE
NORRISTOWN, PA 19403
March 30, 1998
PNC Bank, National Association,
as Agent
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Attn: Marcie Knittel, Vice President
RE: First Amendment to Credit Agreement (the "First Amendment")
Dear Marcie:
We refer to that certain Credit Agreement, dated as of November 17, 1997,
(the "Credit Agreement"), by and among NovaCare Employee Services, Inc. (the
"Borrower"), the Guarantors party thereto, the Banks party thereto and PNC
Bank, National Association, as agent for the Banks ("Agent"). Defined terms
used herein, not otherwise defined herein, shall have the meanings given to
them under the Credit Agreement as amended hereby.
The Borrower and Guarantors, the Banks and the Agent hereby desire to
amend the Credit Agreement, as hereinafter provided.
The parties hereto in consideration of their mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby,
covenant and agree as follows:
AGREEMENT
1. Amendment of Credit Agreement
The parties hereto do hereby modify and amend the Credit Agreement as
follows:
(a) Section 8.2.15 [Capital Expenditures] is hereby amended by
deleting the dollar figure "$2,250,000" in the column "Maximum Permitted
Capital Expenditures" for the fiscal year ending 6/30/98 and inserting in
lieu thereof, the dollar figure "$2,900,000".
<PAGE> 2
2. Conditions of Effectiveness.
The effectiveness of this First Amendment is expressly conditioned upon
(i) the Agent's receipt of counterparts of this First Amendment duly executed
by the Borrower, the Guarantors, and the Banks.
This First Amendment shall be dated as of and shall be effective as of the
date and year first above written which shall be the date of satisfaction of
all conditions precedent to effectiveness as set forth in this Section 2.
3. Consent of Required Banks.
Pursuant to Section 11.1 of the Credit Agreement, this First Amendment
shall require the written consent of the Required Banks.
4. Full Force and Effect.
Except as expressly modified and amended by this First Amendment, the
Credit Agreement and the other Loan Documents are hereby ratified and confirmed
and shall remain in full force and effect.
5. Costs, Expenses, Disbursements.
The Borrowers hereby agree to reimburse the Agent and the Banks on demand
for all costs, expenses and disbursements relating to this First Amendment
which are payable by the Borrowers as provided in Section 10.5 of the Credit
Agreement.
6. Counterparts.
This First Amendment may be executed by different parties hereto in any
number of separate counterparts, each of which, when so executed and delivered,
shall be an original, and all of such counterparts shall together constitute
one and the same instrument.
7. Governing Law.
This First Amendment shall be deemed to be a contract under the laws of
the Commonwealth of Pennsylvania and for all purposes shall be governed by and
construed and enforced in accordance with the internal laws of the Commonwealth
of Pennsylvania without regard to its conflict of laws principles.
[SIGNATURES BEGIN ON NEXT PAGE]
2
<PAGE> 3
[SIGNATURE PAGE 1 OF 2 TO FIRST AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
BORROWERS AND GUARANTORS:
NOVACARE EMPLOYEE SERVICES, INC.
By: /s/ THOMAS D. SCHUBERT
---------------------------
Name: Thomas D. Schubert
Title: CFO
On behalf of each corporation
listed on Exhibit A hereto
By: /s/ THOMAS D. SCHUBERT
---------------------------
Name: Thomas D. Schubert
Title: CFO of each corporation
listed on Exhibit A hereto
On behalf of each corporation
listed on Exhibit B hereto
By: _________________________
Name: _______________________
Title: ______ of each corporation
listed on Exhibit B hereto
AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: _________________________
Name: _______________________
Title: ______________________
<PAGE> 4
[SIGNATURE PAGE 1 OF 2 TO FIRST AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
BORROWERS AND GUARANTORS:
NOVACARE EMPLOYEE SERVICES, INC.
By: _________________________
Name: _______________________
Title: ______________________
On behalf of each corporation
listed on Exhibit A hereto
By: _________________________
Name: _______________________
Title: ______ of each corporation
listed on Exhibit A hereto
On behalf of each corporation
listed on Exhibit B hereto
By: /s/ ANDREW T. PANACCIONE
-----------------------------
Name: Andrew T. Panaccione
Title: Secretary of each corporation
listed on Exhibit B hereto
AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: _________________________
Name: _______________________
Title: ______________________
<PAGE> 5
[SIGNATURE PAGE 1 OF 2 TO FIRST AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
BORROWERS AND GUARANTORS:
NOVACARE EMPLOYEE SERVICES, INC.
By: ________________________
Name: ______________________
Title: _____________________
On behalf of each corporation
listed on Exhibit A hereto
By: _________________________
Name: _______________________
Title: ______ of each corporation
listed on Exhibit A hereto
On behalf of each corporation
listed on Exhibit B hereto
By: _________________________
Name: _______________________
Title: ______ of each corporation
listed on Exhibit B hereto
AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: /s/ JUSTIN J. FALGIONE
-------------------------
Name: Justin J. Falgione
Title: Assistant Vice President
<PAGE> 6
[SIGNATURE PAGE 2 OF 2 TO FIRST AMENDMENT]
BANKS:
AMSOUTH BANK
By: /s/ DAVID A. SIMMONS
-----------------------------
Name: David A. Simmons
Title: Senior Vice President
______________________
BANK ONE, KENTUCKY, NA
By: _________________________
Name: _______________________
Title: ______________________
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: _________________________
Name: _______________________
Title: ______________________
<PAGE> 7
[SIGNATURE PAGE 2 OF 2 TO FIRST AMENDMENT]
BANKS:
AMSOUTH BANK
By: _________________________
Name: _______________________
Title: ______________________
BANK ONE, KENTUCKY, NA
By: /s/ TODD D. MUNSON
-------------------------
Name: Todd D. Munson
Title: Senior Vice President
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: _________________________
Name: _______________________
Title: ______________________
<PAGE> 8
[SIGNATURE PAGE 2 OF 2 TO FIRST AMENDMENT]
BANKS:
AMSOUTH BANK
By: _________________________
Name: _______________________
Title: ______________________
BANK ONE, KENTUCKY, NA
By: _________________________
Name: _______________________
Title: ______________________
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ RONALD K. RUEVE
-------------------------
Name: Ronald K. Rueve
Title: Vice President
<PAGE> 9
STATE OF GEORGIA
COUNTY OF FULTON
On the 25th day of March, 1998 personally appeared Ronald K. Rueve as the
Vice President of SunTrust Bank, Central Florida, National Association, and
before me executed the attached First Amendment to Credit Agreement dated as of
March 30, 1998 between NovaCare Employee Services, Inc., with SunTrust Bank,
Central Florida, National Association, as Lender.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in the
state and county aforesaid.
/s/ CHRISTINE B. ALFORD
--------------------------
Signature of Notary Public,
State of Georgia
Christine Alford
--------------------------
(Print, Type or Stamp Commissioned
Name of Notary Public)
Personally known XXX; OR Produced
Identification ______________
Notary Public, DeKalb County, Georgia Type of identification
My Commission Expires June 29, 2001 produced: ___________________
_____________________________
<PAGE> 10
EXHIBIT A
NovaCare Employee Services Resource One, Inc. (a Florida corporation)
NovaCare Employee Services of Orlando, Inc. (a Florida corporation)
Professional Insurance Planners of Florida, Inc. (a Florida corporation)
NovaCare Administrative Employee Services of New York, Inc. (a New York
corporation)
NovaCare Employee Services Northeast, Inc. (a New York corporation)
NovaCare Employee Services of Boston, Inc. (a Delaware corporation)
NovaCare Employee Services of New York, Inc. (a New York corporation)
Staffing Technologies, Inc. (a New York corporation)
NovaCare Employee Services of America, Inc. (a Florida corporation)
Employee Benefits Management, Inc. (a Florida corporation)
Employee Services Inc. of North Carolina (a North Carolina corporation)
Employers' Risk Management, Inc. (a Florida corporation)
NovaCare Administrative Employee Services, Inc. (a Florida corporation)
NovaCare Employee Services Club Staff, Inc. (a Florida corporation)
NovaCare Employee Services Easy Staff, Inc. (a Florida corporation)
NovaCare Employee Services of Florida, Inc. (a Florida corporation)
Rx One, Inc. (a Florida corporation)
NovaCare Employee Services TPI, Inc. (a New York corporation)
ConsulTemps, Inc. (a Virginia corporation)
AmeriCare Employers Group, Inc. (an Arizona corporation)
Paralign Staffing Technologies, Inc. (an Arizona corporation)
NovaCare Employee Services, Inc., as general partner of NCES Partners (IND),
LP (an Indiana limited partnership)
<PAGE> 11
EXHIBIT B
NCES Finance, Inc. (a Delaware corporation)
NCES Holdings, Inc. (a Delaware corporation)
NCES Licensing, Inc. (a Delaware corporation)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1998 AND THE CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS ON FORM 10-Q
FOR THE NINE MONTH PERIOD ENDED MARCH 31, 1998.
</LEGEND>
<CIK> 0001045536
<NAME> NOVACARE EMPLOYEE SERVICES, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 6,084
<SECURITIES> 0
<RECEIVABLES> 44,716
<ALLOWANCES> (149)
<INVENTORY> 0
<CURRENT-ASSETS> 55,059
<PP&E> 5,004
<DEPRECIATION> (705)
<TOTAL-ASSETS> 133,318
<CURRENT-LIABILITIES> 63,142
<BONDS> 1,057
0
0
<COMMON> 271
<OTHER-SE> 57,909
<TOTAL-LIABILITY-AND-EQUITY> 133,318
<SALES> 0
<TOTAL-REVENUES> 907,875
<CGS> 0
<TOTAL-COSTS> 898,511<F1>
<OTHER-EXPENSES> 1,825<F2>
<LOSS-PROVISION> 123
<INTEREST-EXPENSE> 808
<INCOME-PRETAX> 6,608
<INCOME-TAX> 3,073
<INCOME-CONTINUING> 3,535
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,535
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
<FN>
<F1>"TOTAL COSTS" CONSIST OF COST OF SERVICES AND SELLING AND ADMINISTRATIVE
EXPENSES
<F2>"OTHER EXPENSES" CONSIST OF AMORTIZATION OF GOODWILL OFFSET BY INTEREST
INCOME.
</FN>
</TABLE>
