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U.S. Securities and Exchange Commission
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 23, 1998
ACSYS, Inc.
(Exact name of Registrant as specified in charter)
Georgia 000-23711 58-2299173
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
ACSYS, Inc.,
2000 Pennsylvania Avenue, N.W.,
Suite 7650,Washington, D.C. 20006
(Address of principal executive offices) (Zip Code)
(202) 872-0303
(Registrant's Telephone Number, including Area Code)
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Item 5. Other Events
The Company has recently issued press releases that describe (a) the
Company's announced results for the fourth quarter and year ended December 31,
1997, and (b) the election of Paul J. Klaassen to the Company's Board of
Directors.
See the press releases attached as exhibits.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated February 25, 1998 regarding results
for fourth quarter and year ended December 31, 1997.
99.2 Press Release dated February 25, 1998 regarding election
of Paul J. Klaassen to the Company's Board of Directors.
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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 filed on its behalf by the
undersigned hereunto duly authorized.
ACSYS, INC.
Date: February 25, 1998 By: /s/ Timothy Mann, Jr.
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Timothy Mann, Jr.
Chief Executive Officer
<PAGE>
Exhibit Index
99.1 Press Release dated February 25, 1998 regarding results
for fourth quarter and year ended December 31, 1997.
99.2 Press Release dated February 25, 1998 regarding election
of Paul J. Klaassen to the Company's Board of Directors.
<PAGE>
[ACSYS INC. LOGO APPEARS HERE]
FOR IMMEDIATE RELEASE
Contact: Timothy Mann, Jr.
Chief Executive Officer
(770) 395-0014 x 127
ACSYS, INC. ANNOUNCES FOURTH QUARTER AND 1997 RESULTS
WASHINGTON, D.C. (February 25, 1998) ) Acsys, Inc. (Nasdaq/NM:ACSY), a leading
provider of specialty professional staffing services, primarily in the
accounting and finance fields, today announced results for the fourth quarter
and year ended December 31, 1997.
Pro forma total service revenues for the fourth quarter of 1997 increased
17% to $16.2 million from $13.9 million for the same quarter last year. There
was a pro forma net loss for the quarter of $302,000, or $0.04 per share,
compared with pro forma net income of $632,000, or $0.07 per share, for the
fourth quarter of 1996. During the fourth quarter of 1997 the Company incurred
a one-time, noncash charge of $512,000 for severance costs related to the
restructuring of the employment relationship with a former executive.
For the year ended December 31, 1997, pro forma total service revenues
increased 20% to a record $62.7 million from $52.4 million in 1996. Total
service revenues for 1997 were comprised of temporary staffing service revenues
and permanent placement revenues which contributed 73% and 27%, respectively.
Revenues for specialty professional services, Acsys' core business, increased
20% in the fourth quarter to $15.1 million and 24% for the year to $58.3
million. Clerical service revenues decreased 20% in the fourth quarter to $1.1
million and decreased 17% for the year to $4.5 million as the Company continued
to narrow its focus on specialty professional staffing. Pro forma net income
was $2.1 million, or $0.25 per share, for 1997 compared with pro forma net
income of $2.3 million, or $0.28 per share, for 1996.
Commenting on the results, Chief Executive Officer Timothy Mann, Jr. said,
"We are pleased to report record revenues, which reflect the strength of our
core business. Operating expenses significantly increased in the fourth quarter
due to investments we made to fuel our 1998 growth, integrate our existing
businesses and complete the infrastructure to operate as a public company. We
continue to pursue the acquisition of specialty professional staffing companies.
Our focus in the acquisition program remains on specialty professional staffing
companies that have a leading position in new markets or that are operationally
and geographically synergistic with our existing business."
Acsys completed its initial public offering of 2,750,000 common shares on
February 5, 1998, and the underwriters' over-allotment option of 412,500 shares
was exercised on February 23, 1998.
<PAGE>
ACSYS Reports Year-end Results
Page 2
February 25, 1998
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Total proceeds to the Company of $22.5 million will be used to repay
indebtedness, to fund acquisitions and for general corporate purposes.
Acsys, Inc. is one of the leading accounting and finance temporary staffing
and permanent placement firms in the U.S. The Company operates 16 offices
serving the Atlanta, Charlotte, Central New Jersey, Philadelphia, Tampa,
Orlando, and Washington, D.C. metropolitan markets.
Information contained in this press release, other than historical
information, should be considered forward-looking in nature and is subject to
various risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on the operating
results, performance or financial condition are the Company's ability to achieve
and manage growth; the Company's ability to successfully identify suitable
acquisition candidates, complete acquisitions or integrate the acquired business
into its operations; the Company's ability to attract and retain qualified
personnel; the Company's ability to develop new services; and other factors
discussed in Acsys's filings with the Securities and Exchange Commission.
<PAGE>
ACSYS Reports Year-end Results
Page 3
February 25, 1998
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<TABLE>
<CAPTION>
ACSYS, INC.
PRO FORMA(a) FINANCIAL HIGHLIGHTS
(in thousands, except per share amounts)
(Unaudited)
FOURTH QUARTER ENDED YEAR ENDED
---------------------- -----------------
DEC. 31, DEC. 31, DEC. 31, DEC. 31,
1997 1996 1997 1996
---------- --------- -------- --------
<S> <C> <C> <C> <C>
Service revenues:
Temporary staffing $11,844 $10,631 $45,797 $40,410
Permanent placement 4,322 3,236 16,935 12,001
------- ------- ------- -------
Total service revenues 16,166 13,867 62,732 52,411
Direct cost of services 8,084 7,156 30,744 26,925
------- ------- ------- -------
Gross profit 8,082 6,711 31,988 25,486
Selling, general & administrative expenses 7,653 5,203 25,780 18,868
Depreciation and amortization 247 200 816 899
Severance and franchise termination costs 512 -- 682 567
------- ------- ------- -------
Operating income (330) 1,308 4,710 5,152
Interest expense 210 180 903 980
------- ------- ------- -------
Income (loss) before income taxes (540) 1,128 3,807 4,172
Pro forma income taxes (benefit)(b) (238) 496 1,675 1,836
------- ------- ------- -------
Pro forma net income (loss) $ (302) $ 632 $ 2,132 $ 2,336
======= ======= ======= =======
Diluted earnings (loss) per share $(0.04) $0.07 $0.25 $0.28
======= ======= ======= =======
Weighted average number of common
shares outstanding 8,493 8,493 8,576 8,493
======= ======= ======= =======
</TABLE>
(a) Pro forma financial information has been restated to give effect to the
Company's acquisition of C.P.A. Staffing as if it had occurred on January 1,
1996, adjustments to officers and employee compensation based on employment
agreements, and the elimination of combination expenses and redeemable
shares.
(b) Reflects the provision of income taxes as if the Company was a "C"
Corporation as of January 1, 1996.
<PAGE>
ACSYS Reports Year-end Results
Page 4
February 25, 1998
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ACSYS, INC.
Actual Condensed Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
FOURTH QUARTER ENDED YEAR ENDED
---------------------- --------------------
DEC. 31, DEC. 31, DEC. 31, DEC. 31,
1997 1996 1997 1996
----------- --------- --------- ---------
<S> <C> <C> <C> <C>
Service revenues:
Temporary staffing $11,844 $ 9,153 $41,781 $34,757
Permanent placement 4,322 2,955 16,394 11,152
------- ------- ------- -------
Total service revenues 16,166 12,108 58,175 45,909
Direct cost of services 8,084 6,063 27,912 22,874
------- ------- ------- -------
Gross profit 8,082 6,045 30,263 23,035
Selling, general & administrative expenses 7,653 5,839 25,812 18,777
Combination expenses 75 -- 1,797 --
Depreciation and amortization 247 141 663 661
Severance and franchise termination costs 512 -- 682 567
------- ------- ------- -------
Operating income (405) 65 1,309 3,030
Interest expense 210 138 798 803
------- ------- ------- -------
Income (loss) before income taxes (615) (73) 511 2,227
Pro forma income taxes (benefit)(a) (226) (32) 973 980
------- ------- ------- -------
Pro forma net income (loss) $ (389) $ (41) $ (462) $ 1,247
======= ======= ======= =======
Diluted earnings (loss) per share(b) $(0.05) $(0.04) $(0.18) $0.14
======= ======= ======= =======
Weighted average number of common
shares outstanding(c) 8,371 7,152 7,620 7,152
======= ======= ======= =======
</TABLE>
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(a) Reflects the provision of income taxes as if the Company was a "C"
Corporation as of January 1, 1996.
(b) EPS includes a charge for the accretion of the redeemable shares of $932,174
and $223,780 for the year ended December 31, 1997 and 1996, respectively,
and $0 and $223,780 for the three months ended December 31, 1997 and 1996,
respectively.
(c) Number of shares excludes 122,012 redeemable shares.
<TABLE>
<CAPTION>
BALANCE SHEET
As of December 31,
------------------
1997 1996
-------- -------
<S> <C> <C>
Cash and cash equivalents $ 370 $ 1,178
Working capital 4,883 3,555
Total assets 29,275 15,855
Long-term liabilities 12,084 8,166
Shareholders' equity 9,304 3,313
</TABLE>
<PAGE>
[ACSYS, INC LOGO APPEARS HERE]
FOR IMMEDIATE RELEASE
Contact: Timothy Mann, Jr.
Chief Executive Officer
Acsys, Inc.
(770) 395-0014
PAUL J. KLAASSEN JOINS ACSYS, INC. BOARD OF DIRECTORS
ATLANTA (February 25, 1998) -- Acsys, Inc. (Nasdaq/NM:ACSY), today announced
that Paul J. Klaassen has been elected to the Board of Directors, increasing
the number of Board members to ten.
Mr. Klaassen is the co-founder, chairman, president and chief executive
officer of Sunrise Assisted Living, Inc. (Nasdaq/NM:SNRZ). He also is founding
chairman of the Assisted Living Facilities Association of America and serves on
the editorial advisory boards of Contemporary Long-Term Care, Retirement Housing
Report, Assisted Living Today and Assisted Living Briefing magazines.
Timothy Mann, Jr., chief executive officer of Acsys, said, "We're pleased
that Paul has joined our Board of Directors and look forward to his guidance and
leadership. He has built what is considered the 'gold standard' in the assisted
living industry and brings substantial experience to our Board in dealing with
issues that confront a company in a substantial growth phase. With Paul,
William Porter Payne and Barry Abelson as our outside directors, we have a
strong team."
Acsys, Inc. is one of the leading accounting and finance temporary staffing
and permanent placement firms in the U.S. The Company operates 16 offices
serving the Atlanta, Charlotte, Central New Jersey, Philadelphia, Tampa, and
Washington, D.C. metropolitan markets.
Information contained in this press release, other than historical
information, should be considered forward-looking in nature and is subject to
various risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on the operating
results, performance or financial condition are the Company's ability to achieve
and manage growth; the Company's ability to successfully identify suitable
acquisition candidates, complete acquisitions or integrate the acquired business
into its operations; the Company's ability to attract and retain qualified
personnel; the Company's ability to develop new services; and other factors
discussed in Acsys's filings with the Securities and Exchange Commission.
