<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 1999
Commission file number: 0-21533
TEAM AMERICA CORPORATION
(Name of registrant as specified in its charter)
OHIO 31-1209872
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 E. WILSON BRIDGE ROAD
WORTHINGTON, OHIO 43085
(Address of principal executive offices)(Zip Code)
(614) 848-3995
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
common stock, no par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to the filing
requirements for at least the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[ ]
Aggregate market value of voting stock held by non-affiliates of
registrant as of March 20, 2000 was approximately $14,784,665.
There were 4,332,999 shares of the Registrant's common stock
outstanding at March 20, 2000.
<PAGE> 2
PART I
ITEM 1. BUSINESS.
GENERAL
We are a Professional Employer Organization, or PEO, which was founded
in 1986 and incorporated in Ohio in 1987. We provide comprehensive and
integrated human resource management services to small and medium-sized
businesses. These services allow our clients to outsource their human resource
responsibilities. We offer a broad range of "back office" services, including
human resource administration, regulatory compliance management, employee
benefits administration, risk management services and employer liability
protection, payroll and payroll tax administration, and placement services. We
provide these services by becoming the legal employer of our client's employees.
While we become the legal employer for most purposes, the client remains in
operational control of its business.
We have expanded our business through acquisitions. As of December 31,
1999, we provided professional employer services to approximately 1,800 clients
and approximately 14,500 worksite employees, located in the midwestern,
northwestern/intermountain, mid-south and western regions of the United States.
This compares with 241 clients and 3,646 worksite employees, primarily all
located in Ohio, at December 31, 1996.
By becoming the legal employer of our clients' employees, we are able
to take advantage of certain economies of scale in the "business of employment"
and to pass those benefits on to our clients and worksite employees. As a
result, we are able to obtain, at an economical cost, services and expertise
similar to those provided by the human resource departments of large companies.
Our services provide substantial benefits to both the client and its worksite
employees. We believe our services assist business owners by:
o Permitting the managers of the client to concentrate on the
client's core business as a result of the reduced time and
effort that they are required to spend dealing with complex
human resource, legal and regulatory compliance issues and
employee administration; and
o Managing escalating costs associated with unemployment,
workers' compensation, health insurance coverage, worksite
safety programs and employee-related litigation.
We also believe that our worksite employees benefit from their relationship with
us by having access to better, more affordable benefits, enhanced benefit
portability, improved worksite safety and employment stability.
We believe that there are opportunities for growth in our industry.
There is an increasing trend of businesses to outsource non-core activities and
functions. However, only a relatively small percentage of businesses currently
utilize PEOs, although there is significant growth in the number of small
businesses. These factors coupled with the ever increasing complexity of the
human resource legal and regulatory framework and the costs associated with
implementing the necessary management information systems to deal with these
issues should lead to significant consolidation opportunities in the PEO
industry.
On February 4, 2000, we entered into a definitive merger agreement with
Global Employment Solutions, Inc. ("Global") whereby Global agreed to purchase
all of our outstanding shares of common stock, other than 750,000 shares which
will be converted into shares of preferred stock of Global Employment Holdings,
Inc., Global's parent company, for $7.75 per share. On April 12, 2000, Global
terminated the definitive merger agreement.
-2-
<PAGE> 3
GROWTH STRATEGY
We intend to further strengthen our position in various U.S. markets by
pursuing the following business strategies:
Deliver High-Quality Services and Expand Client Base. By offering a
broad range of high-quality services, we believe we are attractive to employers
who are seeking a single-source solution to their human resource needs. We
intend to continue to focus on providing high-quality, value-added services as a
means to differentiate ourselves from competitors. Certain PEOs compete
primarily by offering comparatively lower-cost health and workers' compensation
coverage to high-risk industries or by providing principally basic payroll and
payroll tax administration with only limited additional services. In contrast,
we provide comprehensive and integrated human resource management to clients who
are selected after we perform a risk management assessment. We believe that our
strategy of emphasizing the quality and breadth of our services results in lower
client turnover and more consistent growth and profits than the strategy of
certain PEOs which compete by offering comparatively lower-cost coverage or
limited services.
Increase Penetration of Existing Markets. We believe that additional
market penetration in established markets offers significant growth potential.
Less than 2.0% of the total number of businesses having between 20 and 500
employees utilize a PEO. In established markets, our ability to achieve our
growth objectives is enhanced by a larger number of referrals, a higher client
retention rate, a more experienced sales force and greater momentum in the
marketing efforts than that which occurs in new markets. We intend to capitalize
on these advantages and to achieve higher penetration in our existing markets by
hiring additional sales personnel and by improving sales productivity. In
addition, we intend to continue our advertising and promotional efforts in order
to educate the market place regarding the quality and breadth of our services
and the benefits to companies of "partnering in employment" through outsourcing
the human resource function. We believe that increasing our penetration in
existing markets will allow us to leverage our current economies of scale,
thereby increasing our cost effectiveness and profit margins.
Expand Through Acquisitions. The PEO industry is highly fragmented,
with in excess of 2,500 companies providing PEO services in 1999 according to
industry sources. Accordingly, we believe significant opportunities for
additional consolidation exist in the PEO industry. This industry consolidation
will be driven by growing human resource, legal and regulatory complexities, by
increasing capital requirements, and by the significant economies of scale
available to PEOs with a regional concentration of clients. We intend to look
for opportunities to expand in our current markets by acquiring the accounts of
competitors in what we refer to as "fold in" acquisitions, and possibly to enter
selected new markets by acquiring established high-quality PEOs in order to
provide a platform for future regional consolidation. We have identified certain
fundamental attributes which characterize attractive markets such as:
o Proximity to a major metropolitan area;
o Regulatory receptivity to PEOs;
o Prior successful introduction of the PEO concept;
o Favorable economic conditions; and
o A high concentration of small to medium-sized businesses.
Develop Proprietary Information Systems. We will continue to develop
our proprietary information systems which will enable us to integrate all
aspects of the administration of payroll, human resources and employee benefits,
thereby providing a significant competitive advantage in managing costs and
delivering a full range of high-quality services. We also believe we may be able
to derive revenues from the licensing to, or as a service bureau to, other PEOs
using our proprietary system. See "Information Technology."
-3-
<PAGE> 4
Target Selected Clients in Growth Industries. We attempt to target, and
tailor our services to meet the needs of businesses with between 5 and 500
employees in industries which we believe have the potential for significant
growth. As of December 31, 1999, our clients had an average of approximately 8
worksite employees. Our targeted businesses are likely to:
o Desire the wide range of employee benefits offered by us;
o Recognize the burden of their human resource administration
costs;
o Experience greater employment-related regulatory burdens; and
o Be more financially stable.
In addition, we believe that targeting such businesses results in
greater marketing efficiency, lower business turnover due to client business
failure, and less exposure to credit risk.
CLIENT SERVICES
Client Service Teams. We have client service directors who oversee a
service staff consisting of customer service representatives and customer
service administrators. A team consisting of a client service director, a client
service representative and a client service administrator is assigned to each
client. The client service team is responsible for administering the client's
personnel and benefits, for coordinating our response to client needs for
administrative support and for responding to any questions or problems
encountered by the client.
The client service representative acts as our principal client contact
and typically is on call and in contact with each client throughout the week.
This individual serves as the communication link between our various departments
and our on-site supervisor, who in many cases is the manager of the client's
business. Accordingly, this individual is involved in every aspect of our
delivery of services to the client. For example, the client service
representative is responsible for gathering all information necessary to process
each payroll of the client and for all other information needed by our human
resources, accounting and other departments with respect to such client and to
our worksite employees. A client service representative also actively
participate in hiring, disciplining and terminating worksite employees,
administering employee benefits, and responding to employee complaints and
grievances.
Core Activities. We provide professional employer services through six
core activities:
o Human resource administration;
o Regulatory compliance management;
o Employee benefits administration;
o Risk management services and employer liability protection;
o Payroll and payroll tax administration; and
o Placement services.
Human Resource Administration. We, as an employer, provide our clients
with a broad range of human resource services including on-going supervisory
education and training regarding risk management and employment laws, policies
and procedures. In addition, our human resource department handles sensitive and
complicated employment issues such as employee discipline, termination, sexual
harassment, and wage and salary planning and analysis. We are in the process of
expanding our human resource services to assist clients in areas such as
employee morale and worksite employee and on-site supervisor training. We
provide a comprehensive employee handbook, which includes customized,
site-specific materials concerning each worksite, to all worksite employees. In
addition, we maintain extensive files and records regarding worksite employees
for compliance with various state and federal laws
-4-
<PAGE> 5
and regulations. This extensive record keeping is designed to substantially
reduce legal actions arising from lack of proper documentation.
Regulatory Compliance Management. We, under our standard client
agreement, assume responsibility for complying with many employment related
regulatory requirements. As an employer, we must comply with numerous federal
and state laws, including:
o Certain tax, workers' compensation, unemployment, immigration,
civil rights, and wage and hour laws;
o The Americans with Disabilities Act of 1990;
o The Family and Medical Leave Act;
o Laws administered by the Equal Employment Opportunity
Commission; and
o Employee benefits laws such as ERISA and COBRA.
We provide bulletin boards to our clients and maintain them for
compliance with required posters and notices. We also assist our clients in
their efforts as employers to comply with and understand certain other laws and
responsibilities with respect to which we do not assume liability and
responsibility. For example, while we provide significant safety training and
risk management services to its clients, we do not assume responsibility for
compliance with the Occupational Safety and Health Act because the client
controls its worksite facilities and equipment.
Employee Benefits Administration. We offer a broad range of employee
benefit programs to our worksite employees. We administer such benefit programs,
thereby reducing the administrative responsibilities of our clients for
maintaining complex and tax-qualified employee benefit plans. By combining our
multiple worksite employees, we are able to take advantage of certain economies
of scale in the administration and provision of employee benefits. As a result,
we are able to offer to our worksite employees benefit programs that are
comparable to those offered by large corporations. In fact, some programs
offered by us would not otherwise be available to the worksite employees of many
clients if such clients were the sole employers. Eligible worksite and corporate
staff employees are entitled to participate in our employee benefit programs
without discrimination. Such programs include life insurance coverage as well as
our cafeteria plan that offers a choice of different health plans and dental,
vision and prescription card coverage. In addition, we permit each qualified
employee to participate in our 401(k) retirement plan and our dependent care
assistance program. Each worksite employee is given:
o The opportunity to purchase group-discounted, payroll-deducted
auto, homeowners or renters insurance and long-term disability
insurance; and
o Access to store discount programs, free checking accounts with
participating banks, a prepaid legal services plan, and
various other employee benefits.
We believe that by offering our worksite employees a broad range of large
corporation style benefit plans and programs we are able to reduce worksite
employee turnover, which results in cost savings for our clients and us. We
perform regulatory compliance and plan administration in accordance with state
and federal benefit laws.
Risk Management Services and Employer Liability Protection. Our risk
management of the worksite includes policies and procedures designed to
proactively prevent and control costs of lawsuits, fines, penalties, judgments,
settlements and legal and professional fees. In addition, we control benefit
plan costs by attempting to prevent fraud and abuse by closely monitoring
claims. Other risk management programs include effectively processing workers'
compensation and unemployment claims and aggressively contesting any suspicious
or improper claims. We believe that such risk management efforts increase our
profitability by reducing our liability exposure and by increasing the value of
our services to our clients.
-5-
<PAGE> 6
Many of our direct competitors in both the public and private sector
are self-insured for health care, workers' compensation and employment practices
risks. In 1999, we became self-insured for Ohio Workers' Compensation. We also
maintain insurance for employment practices risks, including liability for
employment discrimination and wrongful termination. We believe that we
historically have been able to achieve a higher level of client satisfaction and
security by being insured for such risks. We believe that being insured with
this insurance coverage has greatly reduced our liability exposure and,
consequently, the potential volatility of our income from operations because we
are not required to rely exclusively on contractual indemnification from our
clients. Many of these clients do not carry insurance which covers employment
practices liability or do not have sufficient net worth to support their
indemnification obligations. For this coverage we have arranged for a large
surplus lines insurance company rated A++ (superior) by A.M. Best Company to
provide to us, and to our clients as additional insureds, employment practices
liability insurance, However, there can be no assurance that such insurance will
be available to us in the future on satisfactory terms, or that, if available,
will be sufficient. We believe that this arrangement is better received by
clients who are seeking to reduce their employment liability exposures and also
prevents us from becoming involved in adversarial situations with our clients by
eliminating the need for us to seek indemnification. We continue to study the
possibility of becoming self-insured in the future for selected risks and
believe that significant opportunities to self-insure may arise in the future.
Payroll and Payroll Tax Administration. We provide our clients with
comprehensive payroll and payroll tax administration which substantially
eliminates client responsibility for payroll and payroll taxes beyond
verification of payroll information. Unlike traditional payroll service
providers, which do not act as employers, we, as the employer, assume liability
and responsibility for the payroll and payroll taxes of our worksite employees
and for the obligations of our client to make federal and state unemployment and
workers' compensation filings, FICA deposits, child support levies and
garnishments, and new hire reports. We receive all payroll information,
calculate, process and record all such information, and either issue payroll
checks or directly deposit the net pay of worksite employees into their bank
accounts. We deliver all payroll checks either to the on-site supervisor of the
worksite or directly to the worksite employees. As part of our strategic plan of
expanding our information technology, we are in the process of developing
client-based software interfaces to make it possible for clients to enter and
submit payroll information via computer modems.
Placement Services. As a part of our overall employment relationship,
we assist our clients in their efforts to hire new employees. As a result of our
advertising volume and contracts with newspapers and other media, we are able to
place such advertisements at significantly lower prices than are available to
our clients. In addition, in some cases, we do not have to place such
advertisements because we already have multiple qualified candidates in a job
bank or pool of candidates. We interview, screen and pre-qualify candidates
based on criteria established in a job description prepared by us with the
client's assistance and perform background checks. In addition, depending on the
needs of our client, we test worksite employees for skills, health, and drug-use
in accordance with state and federal laws. Following the selection of a
candidate, we complete all hiring paperwork and, if the employee is eligible,
enroll the employee in our benefit programs. We believe that our unique approach
in providing such services gives us a significant advantage over our
competitors. These services also enable us to reduce our administrative expenses
and employee turnover and to avoid hiring unqualified or problem employees.
CLIENTS
Our clients and we are each responsible for certain specified
employer-related obligations. While we become the legal employer for most
purposes, the client remains in operational control of its business. We appoint
an on-site supervisor for each client worksite. In many cases, such on-site
supervisor is the manager of the client's business. We require each on-site
supervisor to enter with us into a standard on-site supervisor employment
agreement, which specifies the on-site supervisor's duties, responsibilities and
limitations of authority.
Pursuant to the provisions of our standard client agreement, we are the
legal employer of the client's worksite employees for most purposes and have the
right, among other rights, to hire, supervise, terminate and set the
compensation of such worksite employees. We bill our clients on each payroll
date for:
o The gross salaries and wages, related employment taxes and
employee benefits of our worksite employees;
-6-
<PAGE> 7
o Advertising associated with recruitment;
o Workers' compensation and unemployment service fees; and
o An administrative fee.
Our administrative fee is computed based upon either a fixed fee per
worksite employee or an established percentage of gross salaries and wages
(subject to a guaranteed minimum fee per worksite employee), which fixed fee or
percentage is negotiated at the time the client agreement is executed. Our
administrative fee varies by client and is based primarily upon the nature and
size of the client's business and our assessment of the costs and risks
associated with the employment of the client's worksite employees. Accordingly,
our administrative fee income will fluctuate based on the number and gross
salaries and wages of worksite employees and the mix of client fee arrangements
and terms. In addition to the items noted above, each client must pay a one-time
enrollment fee. Consistent with industry practice, we recognize all amounts
billed to our clients as revenue because we are at risk for the payment of our
direct costs, whether or not our clients pay us on a timely basis or at all.
At December 31, 1999, we served approximately 1,800 clients and
approximately 14,500 worksite employees resulting in an average of 8 worksite
employees per client. No single client accounted for more than 2% of our
revenues for the twelve months ended December 31, 1999. As a result of
acquisitions in 1997 and 1998, our clientele is more geographically diverse. In
1996, approximately 94% of our client base was located in Ohio. At December 31,
1999, less than 30% of the worksite employees were located in Ohio. Our client
base is broadly distributed throughout a wide variety of industries. Our
clientele is heavily weighted towards professional, service, light manufacturing
and non-profit businesses. Our exposure to higher workers' compensation claims
businesses such as construction and commercial is less than 25% of our total
business.
We have benefited from a high level of client retention, resulting in a
significant recurring revenue stream. The attrition that we have experienced has
typically been attributable to a variety of factors, including:
o Sale or acquisition of the client;
o Termination by us resulting from the client's inability to
make timely payments;
o Client business failure or downsizing; and
o Client nonrenewal due to price or service dissatisfaction.
We believe that the risk of a client terminating its relationship with
us decreases substantially after the client has been associated with us for over
one year because of the client's increased appreciation of our value-added
services and because of the difficulties associated with a client reassuming the
burdens of being the sole employer. We believe that only a small percentage of
nonrenewing clients withdraw due to dissatisfaction with our services or to
retain the services of a competitor.
SALES AND MARKETING
We market our services through a direct sales force of sales
executives. Each of our sales executives enters into an employment agreement
with us which establishes a performance-based compensation program, which
currently includes a base amount, sales commissions and a bonus for each new
worksite employee enlisted. These employment agreements contain certain
non-competition and non-solicitation provisions that prohibit the sales
executives from competing against us. We attribute the productivity of our sales
executives in part to their experience in fields related to one or more of our
core services. The background of our sales executives includes experience in
industries such as information services, health insurance, business consulting
and commercial sales. Our sales materials emphasize our broad range of
high-quality services and the resulting benefits to clients and worksite
employees.
Our sales and marketing strategy is to achieve higher penetration in
our existing markets by hiring additional sales personnel and increasing sales
productivity. Currently, we generate sales leads from the two primary sources of
-7-
<PAGE> 8
referrals and direct sales efforts. These leads result in initial presentations
to prospective clients. Our sales executives gather information about the
prospective client and its employees, including job classification, workers'
compensation and health insurance claims history, salary and the desired level
of employee benefits. We perform a risk management analysis of each prospective
client which involves a review of such factors as the client's credit history,
financial strength, and workers' compensation, and health insurance and
unemployment claims history. Following a review of these factors, a client
proposal is prepared for acceptable clients. Stringent underwriting procedures
greatly reduce our controllable costs and liability exposure, and are, in part,
responsible for our high rate of client retention.
INFORMATION TECHNOLOGY
Our primary information-processing center is located at our corporate
headquarters. Our other offices are connected to our centralized system through
network dial-up services. We use industry-standard software to process our
payroll and other commercially available software to manage standard business
functions such as accounting and finance.
Since October 1995, we have been developing an integrated information
system based on client-server technology using an Oracle(TM) relational
database. Our system, called TEAMDirect(TM), will allow clients to enter and
submit payroll data via modem and over the Internet. The system also is used to
store and retrieve information regarding all aspects of our business, including
human resource administration, regulatory compliance management, employee
benefits administration, risk management services, payroll and payroll tax
administration, and placement services. As of December 31, 1999, all of our
locations were utilizing TEAMDirect(TM). We believe that this system will be
capable of being upgraded and expanded to meet our needs for the foreseeable
future.
CORPORATE EMPLOYEES
As of December 31, 1999, we had 184 corporate employees at our
headquarters in Worthington, Ohio and at our offices around the country.
INDUSTRY REGULATION
OVERVIEW
Our professional employer operations are subject to extensive state and
federal regulations that include operating, fiscal, licensing and certification
requirements. Adding complexity to our regulatory environment are:
o Uncertainties resulting from the non-traditional employment
relationships created by PEOs;
o Variations in state regulatory requirements; and
o The ongoing evolution of regulations regarding health care and
workers' compensation.
Many of the federal and state laws and regulations relating to labor,
tax and employment matters applicable to employers were enacted prior to the
development of non-traditional employment relationships and, accordingly, do not
specifically address the obligations and responsibilities of PEOs. Moreover, our
PEO services are regulated primarily at the state level. Regulatory requirements
regarding our business therefore vary from state to state, and as we enter new
states we will be faced with new regulatory and licensing environments. There
can be no assurance that we will be able to satisfy the licensing requirements
or other applicable regulations of any particular state in which we are not
currently operating.
The application of many laws to our PEO services will depend on whether
we are considered an employer under the relevant statutes and regulations. The
common law test of the employment relationship is generally used to determine
employer status for benefit plan purposes under Employee Retirement Income
Security Act of 1974, as amended ("ERISA") the Internal Revenue Code of 1986, as
amended (the "Code"), the workers' compensation laws of many states and various
state unemployment laws. This common law test involves an examination of
approximately 20 factors to ascertain whether an employment relationship exists
between a worker and a purported employer. By contrast, certain statutes such as
those relating to PEO licensing and federal income tax withholding use differing
or more expansive definitions of employer. In addition, from time to time, there
have been proposals to enact a statutory definition of employer for other
purposes of the Code.
-8-
<PAGE> 9
While we cannot predict with certainty the development of federal and
state regulations, our management will continue to pursue a strategy of
educating administrative authorities as to the advantages of PEOs and assisting
in the development of regulation which appropriately accommodates their
legitimate business function.
PEO SERVICES
PEO Licensing Requirements. While many states do not explicitly
regulate PEOs, approximately one-third of the states (not including Ohio) have
enacted laws that have licensing or registration requirements for PEOs, and
several additional states, including Ohio, are considering such laws. Such laws
vary from state to state but generally provide for the monitoring of the fiscal
responsibility of PEOs. State regulation assists in screening insufficiently
capitalized PEO operations and, in our view, has the effect of legitimizing the
PEO industry generally by resolving interpretative issues concerning employee
status for specific purposes under applicable state law. However, because
existing regulations are relatively new, there is limited interpretive or
enforcement guidance available. The development of additional regulations and
interpretation of existing regulations can be expected to evolve over time. We
have actively supported such regulatory efforts, including certain proposed
legislation in Ohio that would require PEOs to be registered with the state.
Such proposed Ohio legislation would not have a material adverse effect on our
business, financial condition or results of operations. Rather, we believe that
such legislation would benefit the PEO industry and us by recognizing the status
of PEOs as legal employers.
Federal and State Employment Taxes. We assume the sole responsibility
and liability for the payment of federal and state employment taxes with respect
to wages and salaries paid to our employees, including worksite employees. There
are essentially three types of federal employment tax obligations:
o Income tax withholding requirements;
o Social security obligations under FICA; and
o Unemployment obligations under FUTA.
Under these Code sections, the employer has the obligation to withhold and remit
the employer portion and, where applicable, the employee portion of these taxes.
Employee Benefit Plans. We offer various employee benefit plans to our
worksite employees, including 401(k) plans, cafeteria plans, group health plans,
a group life insurance plan, a group disability insurance plan and an employee
assistance plan. Generally, employee benefit plans are subject to provisions of
both the Code and ERISA. In order to qualify for favorable tax treatment under
the Code, the plans must be established and maintained by an employer for the
exclusive benefit of its employees. Most of these benefit plans are also offered
to our corporate employees.
Representatives of the IRS have publicly stated that a Market Segment
Study Group established by the IRS is examining whether PEOs are the employers
of worksite employees under Code provisions applicable to employee benefit plans
and consequently able to offer to worksite employees benefit plans that qualify
for favorable tax treatment and whether client company owners are employees of
PEOs under Code provisions applicable to employee benefit plans. We have limited
knowledge of the nature, scope and status of the Market Segment Study, and the
IRS has not publicly released any information regarding the study to date. In
addition, our 401(k) plan was audited for the year ended December 31, 1992, and
as a part of that audit, the IRS regional office has asked the IRS national
office to issue a Technical Advise Memorandum ("TAM") regarding whether or not
we are the employer for benefit plan purposes. We have stated our position in a
filing with the IRS that we are the employer for benefit plan purposes. We are
unable to predict the timing or nature of the findings of the Market Segment
Study Group, the timing or conclusions of the TAM, or the ultimate outcome of
such conclusions or findings. If the IRS study were to conclude that a PEO is
not an employer of its worksite employees for plan purposes, then worksite
employees could not continue to make contributions to our 401(k) plan or
cafeteria plan. We believe that, although unfavorable to us, a prospective
application by the IRS of an adverse conclusion would not have a material
adverse effect on our financial position and results of operations. If such
conclusion were applied retroactively, then employees' vested account balances
could become taxable immediately, we would lose our tax deduction for deposits
to the plan trust which would become a taxable trust, and penalties could be
assessed. In such a scenario, we would face the risk of client dissatisfaction
as well as potential litigation. A retroactive application by the IRS of an
adverse conclusion could have a material adverse effect on our financial
position and results of operations. While we believe that a retroactive
disqualification is unlikely, there can be no assurance as to the ultimate
resolution of these issues.
The Staffing Firm Workers Benefits Act of 1997 (H.R. 1891) proposed
legislation that would have clarified who is the employer for benefit plan
purposes, thus eliminating much of the current confusion and uncertainty
-9-
<PAGE> 10
surrounding these issues. H.R. 1891 did not become legislation in 1999. The bill
will be reintroduced in 2000 with additional support and sponsorship. It is
uncertain at this time whether this legislation will become law, and, if it
does, what changes, if any, may be required of our existing benefit plans in
order to comply with its provisions.
In addition to the employer/employee relationship issues described
above, pension and profit-sharing plans, including our 401(k) plan, must satisfy
certain other requirements under the Code. These other requirements are
generally designed to prevent discrimination in favor of highly compensated
employees to the detriment of non-highly compensated employees with respect to
both the availability of, and the benefits, rights and features offered in,
qualified employee benefit plans. We apply the nondiscrimination requirements of
the Code to ensure that our 401(k) plan is in compliance with the requirements
of the Code.
Workers' Compensation. Workers' compensation is a state mandated,
comprehensive insurance program that requires employers to fund medical
expenses, lost wages and other costs resulting from work-related injuries
illnesses and deaths. In exchange for providing workers' compensation coverage
for employees, employers are not subject to litigation by employees for benefits
in excess of those provided by the relevant state statute. In most states, the
extensive benefits coverage (for both medical cost and lost wages) is provided
through the purchase of commercial insurance from private insurance companies,
participation in state-run insurance funds or employer self-insurance. Workers'
compensation benefits and arrangements vary on a state-by-state basis and are
often highly complex. These laws establish the rights of workers to receive
benefits and to appeal benefit denials.
As a creation of state law, workers' compensation is subject to change
by the state legislature in each state and is influenced by the political
processes in each state. Several states, such as Ohio, have mandated that
employers receive coverage only from state operated funds. Although Ohio
maintains such a "state fund," it does allow employers of a sufficient size and
with sufficient ties to the state to self-insure for workers' compensation
purposes. In 1999, we became self-insured for Ohio Workers' Compensation.
Employers granted the privilege of self-insurance must be self-funded for at
least the first $50,000 of cost in every claim but may purchase private
insurance for costs in excess of that amount. Ohio also allows its "state fund"
employers who meet certain criteria as a group to band together for risk pooling
purposes. In addition, Ohio provides safety prevention program premium
discounts. Although workers' compensation in Ohio is mandatory and generally
shields employers from common law civil suits, the Ohio General Assembly has
created an exception for so-called "intentional torts." In 1995, the General
Assembly enacted a law imposing a very strict standard for plaintiffs to bring
such suits. The Ohio Supreme Court, however, struck down similar legislative
efforts in the past.
Ohio and certain other states have recently adopted legislation
requiring that all workers' compensation injuries be treated through a managed
care program. Ohio's program became effective in March 1997. We believe that
such a program will not significantly impact our operations because all Ohio
employers will be subject to such new laws and regulations.
Other Employer Related Requirements. As an employer, we are subject to
a wide variety of federal and state laws and regulations governing
employer-employee relationships, including the Immigration Reform and Control
Act, the Americans with Disabilities Act of 1990, the Family Medical Leave Act,
the Occupational Safety and Health Act, wage and hour regulations, and
comprehensive state and federal civil rights laws and regulations, including
those prohibiting discrimination and sexual harassment. The definition of
employer may be broadly interpreted under these laws.
Responsibility for complying with various state and federal laws and
regulations is allocated by agreement between our clients and us, or, in some
cases, is the joint responsibility of both. Because we act as an employer of
worksite employees for many purposes, it is possible that we could incur
liability for violations of laws even though we are not contractually or
otherwise responsible for the conduct giving rise to such liability. Our
standard client agreement generally provides that the client will indemnify us
for liability incurred both as a result of an act of negligence of a worksite
employee under the direction and control of the client and to the extent the
liability is attributable to the client's failure to comply with any law or
regulation for which it has specified contractual responsibility. However, there
can be no assurance that we will be able to enforce such indemnification, and we
may therefore be ultimately responsible for satisfying the liability in
question.
-10-
<PAGE> 11
RISK FACTORS
Potential For Unfavorable Government Regulations. Our operations are
affected by numerous federal, state and local laws and regulations relating to
labor, tax, insurance and employment matters. By entering into an employment
relationship with employees who work at client locations ("worksite employees"),
we assume certain obligations and responsibilities of an employer under these
laws. Because many of the laws related to the employment relationship were
enacted prior to the development of alternative employment arrangements, such as
those provided by professional employer organizations and other staffing
businesses, many of these laws do not specifically address the obligations and
responsibilities of non-traditional employers. Interpretive issues concerning
such relationships have arisen and remain unsettled. Uncertainties arising under
the Internal Revenue Code of 1986, include, but are not limited to, the
qualified tax status and favorable tax status of certain benefit plans provided
by us and other alternative employers. The unfavorable resolution of these
unsettled issues could have a material adverse effect on our results of
operations and financial condition.
The application of many laws to our PEO services will depend on whether
we are considered an employer under the relevant statutes and regulations. The
common law test of the employment relationship is generally used to determine
employer status for benefit plan purposes, ERISA, the Code, the workers'
compensation laws of many states and various state unemployment laws. This
common law test involves an examination of approximately 20 factors to ascertain
whether an employment relationship exists between a worker and a purported
employer. Substantial weight is typically given to the question of whether the
purported employer has the right to direct and control the details of an
individual's work. For a discussion of certain of these factors, see "Industry
Regulation -- Overview." By contrast, certain statutes such as those relating to
PEO licensing and federal income tax withholding use differing or more expansive
definitions of employer. In addition, from time to time, there have been
proposals to enact a statutory definition of employer for other purposes of the
Code.
While many states do not explicitly regulate PEOs, approximately
one-third of the states, but not Ohio, have enacted laws that have licensing or
registration requirements for PEOs, and several additional states, including
Ohio, are considering such laws. Such laws vary from state to state but
generally provide for the monitoring of the fiscal responsibility of PEOs and
specify the employer responsibilities assumed by PEOs. There can be no assurance
that we will be able to comply with any such regulations which may be imposed
upon us in the future, and our inability to comply with any such regulations
could have a material adverse effect on our results of operations and financial
condition. See "Industry Regulation."
In addition, there can be no assurance that existing laws and
regulations which are not currently applicable to us will not be interpreted
more broadly in the future to apply to our existing activities or that new laws
and regulations will not be enacted with respect to our activities. Either of
these changes could have a material adverse effect on our business, financial
condition, results of operations and liquidity. See "Industry Regulation."
Risk of Loss of Qualified Status for Certain Tax Purposes.
Representatives of the IRS have publicly stated that the IRS is conducting a
Market Segment Study of the PEO industry, focusing on selected PEOs (not
including us), in order to examine the relationships among PEOs, worksite
employees and owners of client companies. We have limited knowledge of the
nature, scope and status of the Market Segment Study, and the IRS has not
publicly released any information regarding the study to date. In addition, our
401(k) plan was audited for the year ended December 31, 1992, and, as part of
that audit, the IRS regional office has asked the IRS national office to issue a
TAM regarding whether or not we are the employer for benefit plan purposes. We
have stated our position in a filing with the IRS that we are the employer for
benefit plan purposes. If the IRS concludes that PEOs are not "employers" of
certain worksite employees for purposes of the Code as a result of either the
Market Segment Study or the TAM, then the tax qualified status of our 401(k)
plan could be revoked and our cafeteria plan may lose its favorable tax status.
The loss of qualified status for the 401(k) plan and the cafeteria plan could
increase our administrative expenses, increase client dissatisfaction and
adversely affect the our ability to attract and retain clients and worksite
employees, and, thereby, materially adversely affect our financial condition and
results of operations. We are unable to predict the timing or nature of the
findings of the Market Segment Study Group, the timing or conclusions of the
TAM, and the ultimate outcome of such conclusions or findings. We are also
unable to predict the impact that the foregoing could have on our administrative
expenses, and whether our resulting liability exposure, if any, will relate to
past or future operations. Accordingly, we are unable to make a meaningful
estimate of the amount, if any, of such liability exposure. See "Industry
Regulation -- PEO Services (Employee Benefit Plans)."
The Staffing Firm Workers Benefits Act of 1997 (H.R. 1891) was proposed
legislation that would have clarified who is the employer for benefit plan
purposes, thus eliminating much of the confusion and uncertainty surrounding
these issues currently. H.R. 1891 did not become legislation in 1999. The bill
will be reintroduced in 2000 with additional support and sponsorship. It is
uncertain at this time whether this legislation will become law,
-11-
<PAGE> 12
and if it does, what changes, if any, may be required of our existing benefit
plans in order to comply with its provisions.
Failure to Manage Growth and Risks Related to Growth Through
Acquisitions. We intend to continue our internal growth and to pursue an
acquisition strategy. Such growth may place a significant strain on our
management, financial, operating and technical resources. We have limited
acquisition experience, and growth through acquisition involves substantial
risks, including the risk of improper valuation of the acquired business and the
risks inherent in integrating such businesses with our operations. There can be
no assurance that suitable acquisition candidates will be available, that we
will be able to acquire or profitably manage such additional companies, or that
future acquisitions will produce returns that justify the investment or that are
comparable to our past returns. In addition, we may compete for acquisition and
expansion opportunities with companies that have significantly greater resources
than we may have. There can be no assurance that management skills and systems
currently in place will be adequate to implement our strategy of growth through
acquisitions and through increased market penetration in Ohio and its other
existing markets. The failure to manage growth effectively, or to implement its
strategy, could have a material adverse effect on our results of operations and
financial condition. We have experienced significant internal growth since our
inception; however, there can be no assurance that we will be able to sustain
our past growth rate. There also can be no assurance that the PEO industry as a
whole will be able to sustain the growth rate we have experienced in recent
years. See "Business -- Growth Strategy."
Risks Associated With Expansion Into Additional States. We have offices
in California, Florida, Idaho, Illinois, Michigan, Mississippi, Montana, Ohio,
Oregon, Tennessee, Utah, and Washington. In the event that we determine to offer
our services to prospective clients in a state in which we have not previously
operated, we, in order to operate effectively in such new state, will have to
obtain all necessary regulatory approvals, achieve acceptance in the local
market, and adapt our procedures to the state's regulatory requirements and
local market conditions. The length of time required to obtain regulatory
approval to begin operations will vary from state to state. There can be no
assurance that we will be able to satisfy licensing requirements or other
applicable regulations of any particular state in which we are not currently
operating, that we will be able to provide the full range of services currently
offered in our existing markets, or that we will be able to operate profitably
within the regulatory environment of any state in which we do obtain regulatory
approval. The absence of required licenses would require us to restrict the
services we offer. See "Industry Regulation." Moreover, as we expand into
additional states, there can be no assurance that we will be able to duplicate
in other markets the revenue growth and operating results experienced in our
Ohio market.
Risk of Loss From Client Nonpayment of Direct Costs. For work performed
prior to the termination of a client agreement, we may be obligated, as an
employer, to pay the gross salaries and wages of the client's worksite employees
and the related employment taxes and workers' compensation costs, whether or not
our client pays us on a timely basis, or at all. To the extent that any client
experiences financial difficulty, or is otherwise unable to meet its obligations
as they become due, our financial condition and results of operations could be
adversely affected. We attempt to minimize our credit risk by investigating and
monitoring the credit history and financial strength of our clients and by
generally requiring payments to be made by wire transfer, immediately available
funds or Automated Clearing House ("ACH") transfer. With respect to ACH
transfers, we are obligated to pay the client worksite employees if there are
insufficient funds in the client's bank account on the payroll date. Our policy,
however, is only to permit clients with a proven credit history with us to pay
by ACH transfer. In addition, in the event of nonpayment by a client, we have
the ability to terminate immediately our contract with the client. We also
protect ourselves when we deem necessary by obtaining unconditional personal
guaranties from the owners of clients and/or a cash security deposit, bank line
of credit or pledge of certificates of deposit. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources." Although we historically have not incurred significant bad
debt expense, in each payroll period we have a nominal number of clients who
fail to make timely payment prior to our delivery of the payroll. Our bad debt
was $0 for the year ended December 31, 1997, and $9,748 for the year ended
December 31, 1998. For the year ended December 31, 1999 we charged $150,000 to
bad debt expense and increased our reserve from $50,000 at December 31, 1998 to
$200,000 at December 31, 1999. There can be no assurance that our bad debt
expense will not increase in the future.
Risk of Loss From Increased Workers' Compensation and Unemployment
Costs. Prior to 1999, we paid premiums into the Ohio Bureau of Workers'
Compensation state fund with respect to our worksite employees located in Ohio
and maintained workers' compensation insurance, generally with a private
insurance company, for our worksite employees located outside of Ohio. In 1999,
we became self-insured for Ohio Workers' Compensation. Our worksite employees
currently work in approximately 30 states, resulting in the payment by us of
unemployment taxes in such states. We do not generally bill our clients for our
actual workers' compensation and unemployment costs, but rather bill our clients
for such costs at rates which vary by client based upon the client's claims and
rate history. The amount billed is intended:
-12-
<PAGE> 13
o To cover payments made by us for insurance premiums and
unemployment taxes, our cost of contesting workers'
compensation and unemployment claims, and other related
administrative costs; and
o To compensate us for providing such services.
Our workers' compensation and unemployment costs could increase as a
result of many factors, including increases in the rates charged by the
applicable states and private insurance companies and changes in the applicable
laws and regulations. Although we believe that historically we have profited
from such services, our results of operations and financial condition could be
materially adversely affected in the event that our actual workers' compensation
and unemployment costs exceed those billed to our clients. We believe that this
risk is mitigated by the fact that our standard client agreement provides that
we, at our discretion, may adjust the amount billed to the client to reflect
changes in our direct costs, including, without limitation, statutory increases
in employment taxes and insurance. Any such adjustment that relates to changes
in direct costs is effective as of the date of the changes, and all other
changes require thirty days' prior notice. Such a rate increase, however, might
result in increased client dissatisfaction, which could adversely affect the
ability of us to attract and retain clients and worksite employees, and,
thereby, materially adversely affect our financial condition and results of
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operation -- Overview."
Short Term Nature of Client Agreements. Our standard client agreement
provides for successive one-year terms, subject to termination by us or by the
client at any time upon 30 days' prior written notice. A significant number of
terminations by clients could have a material adverse effect on our financial
condition, results of operations and liquidity. See "Business -- Clients."
Liabilities For Client and Employee Actions. A number of legal issues
remain unresolved with respect to the relationship among PEOs, their clients and
worksite employees, including questions concerning the ultimate liability for
violations of employment and discrimination laws. See "Industry Regulation." Our
client agreement establishes a contractual division of responsibilities between
us and each client for various human resource matters, including compliance with
and liability under various governmental laws and regulations. However, we may
be subject to liability for violations of these or other laws despite these
contractual provisions, even if we do not participate in such violations.
Although such client agreements generally provide that the client indemnify us
for any liability attributable to the client's failure to comply with its
contractual obligations and to the requirements imposed by law, we may not be
able to collect on such a contractual indemnification claim, and thus may be
responsible for satisfying such liabilities. See "Risk Factors -- Risk of Loss
from Client Nonpayment of Direct Costs" and "Business -- Clients." In addition,
worksite employees may be deemed to be our agents, subjecting us to liability
for the actions of such worksite employees. We attempt to mitigate this risk by
maintaining employment practices liability insurance; however, there can be no
assurance that such insurance will be available to us in the future on
satisfactory terms, or, if available, will be sufficient. See "Risk Factors --
Potential Legal Liability; Insurance."
Potential Legal Liability; Insurance. As an employer, we, from time to
time, may be subject in the ordinary course of our business to a wide variety of
employment-related claims such as claims for injuries, wrongful death,
harassment, discrimination, wage and hours violations and other matters.
Although we carry $2 million of general liability insurance and carry employment
practices liability insurance in the amount of $10 million, with a $250,000
deductible, there can be no assurance that any such insurance carried by us or
our providers will be sufficient to cover any judgments, settlements or costs
relating to any present or future claims, suits or complaints. There also can be
no assurance that sufficient insurance will be available to our providers or us
in the future and, if available, on satisfactory terms. If the insurance carried
by us or our providers is not sufficient to cover any judgments, settlements or
costs relating to any present or future claims, suits or complaints, then our
business and financial condition could be materially adversely affected.
Competition and New Market Entrants. The PEO industry is highly
fragmented, with, according to industry sources, in excess of 2,500 companies
providing PEO services in 1999. We encounter competition from other PEOs and
from single-service and "fee-for-service" companies such as payroll processing
firms, insurance companies and human resource consultants. We may encounter
substantial competition from new market entrants. Some of our current and future
competitors may be significantly larger, have greater name recognition and have
greater financial, marketing and other resources than us. There can be no
assurance that we will be able to compete effectively against such competitors
in the future. See "Business -- Competition."
Control By Principal Shareholders; Voting Agreement. On January 1,
1999, Richard C. Schilg, Kevin T. Costello, Steven Cash Nickerson, Byron G.
McCurdy and Terry McCurdy (collectively, the "Voting Group") entered into a
voting agreement (the "Voting Agreement"). The Voting Agreement requires that
each member of the
-13-
<PAGE> 14
Voting Group vote their shares of us for certain persons nominated to be our
directors. Further, the Voting Agreement restricts members of the Voting Group
from:
o Soliciting proxies in opposition to any recommendation of our
Board of Directors;
o Initiating or participating in any group which proposes,
without the support of the Board of Directors, any change in
control of us; or
o Taking any action which would hinder Kevin Costello's capacity
to operate and function as the Chief Executive Officer of us.
As of March 20, 2000, the Voting Group beneficially owned an aggregate of
2,439,208 shares of our common stock constituting approximately 56.3% of our
outstanding common stock. Accordingly, the Voting Group will be in a position to
affect the management and policies of us in general, and to influence the
outcome of corporate transactions or other matters submitted to our shareholders
for approval, including the election of directors, mergers, acquisitions,
consolidations or the sale of substantially all of our assets.
Potential Volatility of Stock Price. The market price of our common
stock could be highly volatile, fluctuating in response to factors such as
changes in the economy or the financial markets, variations in our operating
results, failure to achieve earnings consistent with analysts' estimates,
announcements of new services or market expansions by us or its competitors, and
developments relating to regulatory or other issues affecting the PEO industry.
In addition, the Nasdaq National Market generally has experienced, and is likely
in the future to experience, significant price and volume fluctuations that
could adversely affect the market price of our common stock without regard to
our operating performance.
Quarterly Fluctuations in Operating Results. Historically, our
quarterly operating results have fluctuated significantly as a result of a
number of factors, including the timing and number of new client agreements and
terminations thereof, none of which can be predicted with any degree of
certainty. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Quarterly Results of Operations."
Shares Eligible For Future Sale; Possible Adverse Effect on Market
Price. At March 20, 2000, we had 4,332,999 shares of our common stock
outstanding. Of these shares, 2,210,791 shares are held by nonaffiliates of us
and are freely tradable without restriction or further registration under the
Securities Act or eligible for resale under the provisions of Rule 144 under the
Securities Act. The holders of the remaining 2,122,208 shares are entitled to
resell them only pursuant to a registration statement under the Securities Act
or an applicable exemption from registration thereunder such as an exemption
provided by Rule 144 or Rule 145 under the Securities Act.
Sales of substantial amounts of these shares in the public market or
the prospect of such sales could adversely affect the market price of our common
stock.
Anti-Takeover Effect. Certain provisions of our Amended Articles of
Incorporation and Amended Code of Regulations and of the Ohio Revised Code,
together or separately, could discourage potential acquisition proposals, delay
or prevent a change in control of us and limit the price that certain investors
might be willing to pay in the future for our common stock. Among other things,
these provisions:
o Require certain supermajority votes;
o Establish certain advance notice procedures for nomination of
candidates for election as directors and for shareholders
proposals to be considered at shareholders' meetings; and
o Divide the Board of Directors into two classes of directors
serving staggered two-year terms.
Pursuant to our Amended Articles of Incorporation, our Board of
Directors has authority to issue up to 1,000,000 preferred shares without
further shareholder approval. Such preferred shares could have dividend,
liquidation, conversion, voting and other rights and privileges that are
superior or senior to our shares of common stock. Issuance of preferred shares
could result in the dilution of the voting power of our shares of common stock,
adversely affect holders of our shares of common stock in the event of our
liquidation or delay, and defer or prevent
-14-
<PAGE> 15
a change in our control. In certain circumstances, such issuance could have the
effect of decreasing the market price of our shares of common stock.
In addition, Section 1701.831 of the Ohio Revised Code contains
provisions that require shareholder approval of any proposed "control share
acquisition" of any Ohio corporation at any of three ownership thresholds: 20%,
33 1/3% and 50%; and Chapter 1704 of the Ohio Revised Code contains provisions
that restrict certain business combinations and other transactions between an
Ohio corporation and interested shareholders. See "Description of Capital
Stock."
Future Capital Needs; Uncertainty of Additional Financing. We currently
anticipate that our available cash resources combined with funds from operations
will be sufficient to meet our presently anticipated working capital and capital
expenditures requirements. We may need to raise additional funds through public
or private debt or equity financing in order to take advantage of unanticipated
opportunities, including more rapid expansion or acquisitions or to respond to
unanticipated competitive pressures. If additional funds are raised through the
issuance of equity securities, then the percentage ownership of our then current
shareholders may be reduced, and such equity securities may have rights,
preferences or privileges senior to those of the holders of our common stock.
There can be no assurance that additional financing will be available on terms
favorable to us, or at all. If adequate funds are not available or are not
available on acceptable terms, then we may not be able to take advantage of
unanticipated opportunities, develop new or enhanced services or otherwise
respond to unanticipated competitive pressures and our business, operating
results and financial condition could be materially adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
ITEM 2. PROPERTIES.
We lease office facilities in Ohio, Michigan, Florida, Illinois,
California, Idaho, Utah, Montana, Oregon, Tennessee, Washington, and
Mississippi. Our headquarters are located in a suburb of Columbus, Ohio in a
leased building that houses our executive offices and PEO operations for central
Ohio worksite employees. Our other offices are used to service our local PEO
operations and are also leased. We believe that our current facilities are
adequate for its current needs and that additional suitable space will be
available as required.
ITEM 3. LEGAL PROCEEDINGS.
TEAM America, Global Employment Solutions, and some of our officers and
directors, have been named as defendants in a purported class action lawsuit
filed in the Court of Common Pleas Franklin County, Ohio. The action is entitled
Austin v. TEAM America Corporation, et al., Case No. 99 CVH-11-9678.
The complaint in this action essentially alleges that by entering into
the merger agreement, the defendants are depriving our public shareholders of
their equity interest in us at a grossly unfair and inadequate price and are
usurping our growth and future prospects to the defendants' own benefit. The
complaint alleges that defendants have breached fiduciary duties and seeks
remedies in the nature of an injunction against the merger, an order compelling
the defendants to perform their fiduciary duties, and, if the merger is
consummated, an award of damages in an unspecified amount.
On December 21, 1999, the defendant's filed a motion to dismiss. The
parties are awaiting a ruling on that motion. We and the other defendants
believe that all of us have properly fulfilled all fiduciary duties owed to the
shareholders of the Company and that the merger was in the best interests of the
Company's shareholders. Because Global Employment Solutions terminated the
merger agreement on April 12, 2000, we expect that the complaint will be
rendered moot. We and the other defendants therefore intend to vigorously defend
against the action.
We are not involved in any other material pending legal proceedings,
other than ordinary routine litigation incidental to our business. We do not
believe that any such pending legal proceedings, individually or in the
aggregate, will have a material adverse effect on our financial results.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
-15-
<PAGE> 16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our common stock was quoted on the Nasdaq National Market under the
symbol "TMAM" since the commencement of our initial public offering on December
10, 1996 until October 1, 1999, when our common stock began trading on the
Nasdaq SmallCap Market. The following table sets forth, for the periods
indicated, the high and low sales prices for our common stock, as reported on
the Nasdaq National Market and the Nasdaq SmallCap Market.
<TABLE>
<CAPTION>
CALENDAR PERIOD COMPANY COMMON STOCK
- ------------------------------------------------- ---------------------
High Low
<S> <C> <C>
Fiscal 1996:
Fourth Quarter (December 10 to December 31) $12.25 $11.00
Fiscal 1997:
First Quarter $11.25 $9.25
Second Quarter $10.25 $6.75
Third Quarter $11.00 $7.13
Fourth Quarter $11.75 $9.50
Fiscal 1998:
First Quarter $17.50 $9.50
Second Quarter $14.00 $10.00
Third Quarter $10.44 $5.00
Fourth Quarter $7.50 $4.13
Fiscal 1999:
First Quarter $6.50 $4.00
Second Quarter $5.38 $4.13
Third Quarter $6.88 $4.00
Fourth Quarter $7.25 $5.25
Fiscal 2000:
First Quarter (through March 20, 2000) $7.00 $5.38
</TABLE>
As of March 20, 2000, the number of record holders of our common stock,
was 261. The closing sales price of the common stock on March 20, 2000, was
$6.50.
We have not paid any cash dividends to holders of our common stock and
do not anticipate paying any cash dividends in the foreseeable future, but
intend instead to retain future earnings for reinvestment in our business. The
payment of any future dividends would be at the discretion of our board of
directors and would depend upon, among other things, our future earnings,
operations, capital requirements, general financial condition and general
business conditions.
-16-
<PAGE> 17
ITEM 6. SELECTED FINANCIAL DATA.
The following selected historical financial data should be read in
conjunction with our Consolidated Financial Statements, including the Notes,
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." The statement of operations data set forth below with
the respect to the years ended December 31, 1995, 1996, 1997, 1998 and 1999 and
the balance sheet data as of December 31, 1995, 1996, 1997, 1998 and 1999 are
derived from audited consolidated financial statements.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT FOR PER SHARE AND STATISTICAL DATA)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues $401,940 $339,958 $155,864 $95,468 $74,921
Direct costs:
Salaries and wages 350,736 291,615 134,532 81,262 63,502
Payroll taxes, workers' compensation
premiums, employee benefits and other 35,482 31,576 13,013 8,763 7,594
-------- -------- -------- ------- -------
Gross profit 15,722 16,767 8,319 5,443 3,825
Operating expenses:
Administrative salaries, wages and
employment taxes 7,717 7,756 4,201 2,741 2,013
Other selling, general and administrative expenses 6,479 5,760 2,623 1,560 1,039
Depreciation and amortization 1,771 1,483 433 125 159
-------- -------- -------- ------- -------
Total operating expenses 15,967 14,999 7,257 4,426 3,211
-------- -------- -------- ------- -------
Operating income (loss) (245) 1,768 1,062 1,017 614
Other income (expenses), net (299) 135 540 65 (77)
-------- -------- -------- ------- -------
Income (loss) before taxes (544) 1,903 1,602 1,082 537
Income tax expense (benefit) 214 1,221 672 458 247
-------- -------- -------- ------- -------
Net income (loss) $ (758) $ 682 $ 930 $ 624 $ 290
======== ======== ======== ======= =======
Earnings (loss) per common share
Basic $ (0.17) $ 0.14 $ 0.26 $ 0.29 $ 0.14
Diluted shares $ (0.17) $ 0.14 $ 0.25 $ 0.29 $ 0.14
Weighted average shares outstanding
Basic 4,410 4,733 3,641 2,160 2,130
Diluted 4,410 4,893 3,700 2,160 2,130
Statistical Data:
Average gross payroll per employee $ 24,613 $ 23,805 $ 23,396 $23,946 $21,566
Worksite employees at period end 14,500 14,000 10,500 3,646 3,141
Clients at period end 1,800 1,450 1,050 241 184
Average number of worksite employees per
client at period end 8.1 9.7 10 15.1 17.1
Gross profit margin 3.9% 4.9% 5.4% 5.7% 5.1%
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital (deficit) $ (279) $ 2,055 $ 3,629 $13,484 $ (73)
Total Assets 47,886 47,540 41,010 19,899 4,986
Long-term obligations and
redeemable preferred stock 616 503 512 386 364
Total shareholders' equity 27,272 30,177 28,339 14,147 212
</TABLE>
-17-
<PAGE> 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The table below sets forth results of operations for the years ended
December 31, 1999, 1998 and 1997 expressed as a percentage of revenues:
<TABLE>
<CAPTION>
As Percent of Revenues Year Ended December 31,
----------------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
REVENUES 100.0% 100.0% 100.0%
DIRECT COSTS:
Salaries and wages 87.3 85.8 86.3
Payroll taxes, worker's compensation premiums,
employee benefits and other costs 8.8 9.3 8.3
----- ----- -----
GROSS PROFIT 3.9 4.9 5.4
----- ----- -----
OPERATING EXPENSES:
Administrative salaries, wages and employment taxes 1.9 2.3 2.7
Other selling, general and administrative 1.6 1.7 1.6
Depreciation and amortization 0.5 0.4 0.3
----- ----- -----
Total operating expenses 4.0 4.4 4.6
OPERATING INCOME (0.1) 0.5 0.8
Other income (expense), net (0.1) 0.0 0.3
----- ----- -----
INCOME BEFORE TAXES (0.2) 0.6 1.1
Provision for income taxes 0.0 0.4 0.4
----- ----- -----
NET INCOME (LOSS) (0.2)% 0.2% 0.7%
===== ===== =====
</TABLE>
OVERVIEW
Reference should be made to the Notes to Consolidated Financial
Statements for further information concerning revenue recognition and other
related information.
Our primary direct costs are salaries and wages of worksite employees,
federal and state employment taxes, workers' compensation premiums, premiums for
employee benefits and other associated costs. We may significantly affect our
gross profit margin by how we manage our employment risks, including workers'
compensation and state unemployment costs, as described below. Our risk
management of the worksite includes policies and procedures designed to
proactively prevent and control the costs of claims, lawsuits, fines, penalties,
judgments, settlements and legal and professional fees. In addition, we control
benefit plan costs by attempting to prevent fraud and abuse. Other risk
management programs include effectively processing workers' compensation and
unemployment claims and aggressively contesting suspicious or improper claims.
We also reduce our employment-related risks by procuring employment practices
liability coverage from an insurance carrier unrelated to us. The policy has a
$10,000,000 aggregate limit and a $250,000 deductible. We believe that such risk
management efforts increase our profitability by reducing our liability exposure
and by increasing the value of our services to our clients.
Workers' compensation costs include administrative costs and insurance
premiums related to our workers' compensation coverage. With respect to worksite
employees located in Ohio, we became self-insured in 1999. With respect to our
worksite employees located outside of Ohio, we maintain workers' compensation
insurance policies generally with private insurance companies in accordance with
the applicable laws of each state in which we have worksite employees. The cost
of contesting workers' compensation claims is borne by us and is not passed
through directly to our clients.
-18-
<PAGE> 19
Our worksite employees currently reside in approximately 43 states and
the District of Columbia, resulting in the payment by us of unemployment taxes
in each of such states. Such taxes are based on rates that vary from state to
state. Employers are generally subject to established minimum rates, however,
the aggregate rates payable by an employer are affected by the employer's claims
history. We control unemployment claims by aggressively contesting unfounded
claims and by placing laid off worksite employees with other clients whenever
possible.
Our primary operating expenses are administrative personnel expenses,
other general and administrative expenses, and sales and marketing expenses.
Administrative personnel expenses include compensation and fringe benefits and
other personnel expenses related to internal administrative employees. Other
general and administrative expenses include rent, insurance, general office
expenses, legal and accounting fees and other operating expenses.
Between September 1, 1997 and April 1, 1998, we acquired seven
competitor PEO companies located outside of Ohio. A PEO located within Ohio was
acquired in March 1997 and a PEO located in San Diego, California was acquired
in December 1998. All of these acquisitions were accounted for as purchases for
accounting purposes. Accordingly, the revenues and expenses of these acquired
businesses are included in our income statements only from the date of
acquisition forward and impact comparisons of results from 1999 to 1998 and
1997.
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
REVENUES
Revenues increased 18% to $401,940,000 for the year ended December 31,
1999 from $339,958,000 for the year ended December 31, 1998. If the five
businesses acquired in 1998 had been acquired as of January 1, 1998, then our
total revenues in 1998 would have been $357,882,000, and our pro forma growth
rate for 1999 would be 12%.
DIRECT COSTS
Total direct costs increased 20% to $386,218,000 in 1999 from
$323,191,000 in 1998. Direct costs increased to 96.1% of total revenues in 1999
from 95.1% of total revenues in 1998. During 1999 we incurred approximately
$2,400,000, or .6%, in additional costs in connection with expenses primarily
related to acquired entities and not to our core business. In addition, there
were additional costs associated with medical and liability insurance programs
and with additional payroll expense and payroll tax accruals. The decline in
margin also is the result of lower fees and margins in the acquired businesses,
which constitute a larger percentage of the total revenue in 1999 than in 1998.
Our core business, located primarily in Ohio, has historically had margins in
excess of margins in the acquired businesses outside of Ohio. We continue to
view the lower fees and margins in the acquired businesses as opportunities for
future profitability improvement.
EXPENSES
Administrative salaries, wages and employment taxes declined .5% to
$7,717,000 in 1999 from $7,756,000 in 1998. These costs declined to 1.9% of
total revenues in 1999 from 2.3% of total revenues in 1998. While the decrease
in this expense category includes the staffing at all locations for an entire
year, we were able to develop additional savings from the use of our centralized
payroll, HR and accounting software package operating at all locations in 1999.
Other selling, general and administrative expense increased 12% to
$6,479,000 in 1999 from $5,760,000 in 1998. In addition to the increased costs
from the acquired companies for a full year, expenses also rose for commissions,
rent, phones, equipment leases, bank charges, computer expenses, and
professional fees. Also, in connection with the termination of the merger with
Global, we accrued $400,000 for fees associated with the merger. This accounted
for 7% of the 12% increase from 1998. These costs declined to 1.6% of revenue in
1999 from 1.7% in 1998.
Depreciation and amortization expense rose to $1,771,000 in 1999 from
$1,483,000 in 1998. Depreciation expense increased as a result of the
acquisition of computer equipment and software during the past year.
Amortization expense is the amortization of goodwill and other intangibles
arising from the acquisitions, and it increased slightly during 1999 due to a
full year of amortization for 1998 acquisitions. As a percentage of revenue both
1999 and 1998 were .4%.
-19-
<PAGE> 20
INCOME FROM OPERATIONS
Operating income (loss) declined by $2,013,000 to $(245,000) in 1999
from $1,768,000 in 1998. Approximately $2,400,000 of additional costs in 1999
related primarily to acquired entities and not to our core business. In
addition, there were additional costs associated with medical and liability
insurance programs and additional payroll expense and payroll tax accruals. We
also accrued $400,000 at year end for fees associated with the termination of
the Global merger.
Earnings Before Interest, Taxes, Depreciation and Amortization
("EBITDA") is defined by us as operating income plus depreciation and
amortization. EBITDA, which excludes depreciation and amortization expense of
$1,771,000 in the 1999 period compared to $1,483,000 in the 1998 period,
decreased 53% to $1,526,000 in 1999 from $3,251,000 in 1998.
OTHER INCOME (EXPENSE)
Other income (expense) is primarily net interest income or expense.
During 1999 interest expense exceeded interest income, due primarily to new
borrowings to fund a $2,500,000 purchase of treasury shares. Interest income in
1998 was primarily from the investment of the funds remaining from prior IPO
proceeds.
INCOME TAX EXPENSE
Income tax expense was $214,000 in 1999 compared to $1,221,000 in 1998.
Income tax expense occurs in 1999 because the goodwill amortization is not a
deductible expense for tax purposes; this increases taxes by approximately
$400,000 annually. In 1998 the income tax expense was 64% of pre-tax income.
NET INCOME AND EARNINGS PER SHARE
As a result of the fourth quarter charges, 1999 had a net after-tax
loss of $(758,000), or (0.2)% compared to 1998's net income of $682,000, or
0.2%.
Basic and diluted earnings (loss) per share were $(.17) in 1999 versus
$.14 in 1998. Average shares outstanding decreased to 4,410,000 in 1999 compared
to 4,893,000 in 1998 due primarily to the purchase of treasury shares in 1999.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
REVENUES
Revenues increased 118% to $339,958,000 for the year ended December 31,
1998 from $155,864,000 for the year ended December 31, 1997. Revenues from the
businesses acquired in 1998 and 1997 were nearly 60% of total revenues in 1998.
If the nine businesses acquired in 1997 and 1998 had been acquired as of January
1, 1997 total revenues in 1998 would have been $357,882,000 which would have
been an increase of 33% over pro forma 1997 revenues of $269,387,000.
DIRECT COSTS
Total direct costs increased 119% to $323,191,000 in 1998 from
$147,545,000 in 1997. Direct costs increased to 95.1% of total revenues in 1998
from 94.6% of total revenues in 1997. The decline in margin is the result of
lower fees and margins in the acquired businesses. Our core business, located
primarily in Ohio, has historically had margins in excess of 5%. Margins in the
acquired businesses outside of Ohio were 4% in 1998. We view the lower fees and
margins in the acquired businesses as opportunity for future profitability
improvement.
EXPENSES
Administrative salaries, wages and employment taxes rose 85% to
$7,756,000 in 1998 from $4,201,000 in 1997. These costs declined to 2.3% of
total revenues in 1998 from 2.7% of total revenues in 1997. The increase in this
expense category reflects the staffing at the increased number of locations from
the acquisitions. However, the acquired entities had lower expenses as a
percentage of revenues leading to the decline as a percentage of revenues.
Other selling, general and administrative expense increased 120% to
$5,760,000 in 1998 from $2,623,000 in 1997. In addition to the increased costs
from the acquired companies, expenses also rose for liability and employment
practices insurance, printing for new marketing and employee benefits literature
for the acquired companies, travel, professional fees and facilities costs.
These costs are not expected to continue to increase at a
-20-
<PAGE> 21
greater pace than revenues. Additional savings are also expected once our new
centralized payroll, HR and accounting software package is deployed and
operating at all locations in 1999.
Depreciation and amortization expense rose to $1,483,000 in 1998 from
$433,000 in 1997. Depreciation expense increased as a result of the acquisition
of computer equipment and software during the past year. Amortization expense is
the amortization of goodwill and other intangibles arising from the
acquisitions.
INCOME FROM OPERATIONS
Operating income rose 67% to $1,768,000 in 1998 from $1,061,000 in
1997. However, EBITDA which excludes the depreciation and amortization expense
of $1,483,000 in the 1998 period compared to only $433,000 in the 1997 period,
increased 117% to $3,251,000 in 1998 from $1,495,000 in 1997.
OTHER INCOME
Other income is primarily interest income that declined to $135,000 in
1998 from $540,000 in 1997. Other income is income from the investment of the
$13,314,000 of IPO proceeds. Through December 31, 1997, the entire amount was
invested. By December 31, 1997, the balance remaining had declined to
approximately $5,000,000 and had further declined to approximately $1,481,000 at
December 31, 1998 as a result of using the proceeds to acquire competitors.
INCOME TAX EXPENSE
Income tax expense was $1,221,000 or 64% of income before taxes in 1998
compared to $672,000 or 42% of income before taxes in 1997. Income tax expense
rose as a percent of pre-tax income in 1998 because the goodwill amortization is
not a deductible expense for tax purposes. The tax provision in 1997 also
benefited from the investment income, almost half of which was from tax-free
municipal bonds.
NET INCOME AND EARNINGS PER SHARE
As a result of higher operating expenses, higher amortization expense
and lower investment income, net income declined to $682,000 in 1998 from
$930,000 in 1997.
Basic and diluted earnings per share were $.14 in 1998. Basic earnings
per share were $.26 and diluted earnings per share were $.25 in 1997. Average
shares outstanding for diluted earnings per share increased to 4,893,000 in 1998
compared to 3,700,000 in 1997 due to the shares issued for acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, we had a working capital deficit of $(280,000), a
decline of $2,335,000 from the December 31, 1998 working capital surplus of
$2,055,000. The decrease in working capital correlates with the decrease in
earnings.
Our primary source of liquidity and capital resources has historically
been our internal cash flow from operations. However, in 1999, the reduction in
operating income was a major factor in a decline in cash flow from operations
from $2,627,000 in 1998 to $(942,000) in 1999.
We recognize as revenue and as unbilled receivables, on an accrual
basis, any such amounts that relate to services performed by worksite employees
as of the end of each accounting period which have not yet been billed to the
client. These occur because of timing differences between the date our
accounting period ends and the billing dates for client payroll periods that
include the day our accounting period ends. The amount of unbilled receivables,
as well as the related accrued liabilities, has increased with our growth.
For work performed prior to the termination of a client agreement, we
may be obligated, as an employer, to pay the gross salaries and wages of the
client's worksite employees and the related employment taxes and workers,
compensation costs, whether or not our client pays us on a timely basis, or at
all. We historically have not incurred significant bad debt expenses because we
generally collect from our clients all revenues with respect to each payroll
period in advance of our payment of the direct costs associated therewith. We
attempt to minimize our credit risk by investigating and monitoring the credit
history and financial strength of our clients and by generally requiring
payments be made by wire transfer, immediately available funds or ACH transfer.
With respect to ACH transfers, we are obligated to pay the client's worksite
employees even if there are insufficient funds in the client's bank account on
the payroll date. Our policy, however, is only to permit clients with a proven
credit history with us to
-21-
<PAGE> 22
pay by ACH transfer. In addition, in the rare event of nonpayment by a client,
we have the ability to terminate immediately our contract with the client. We
also protect ourselves by obtaining, when we deem necessary, unconditional
personal guarantees from the owners of a client and/or a cash security deposit,
bank letter of credit or pledge of certificates of deposits. As of December 31,
1999 and 1998, we held cash security deposits in the amounts of $456,000 and
$637,000 respectively.
Additional sources of funds are advance payments of employment taxes
and insurance premiums that we hold until they are due and payable to the
respective taxing authorities and insurance providers.
Net cash used in investing activities was $588,000 and $2,793,000 for
the years ended December 31, 1999 and 1998, respectively. The principal use of
cash from investing activities in 1999 was the purchase of computer equipment
and software to support the growth of the business. In 1999, $210,000 was paid
to former executives of our Oregon location for covenants not to compete in
connection with their resignation from our company. In the second quarter of
1999, $2,000,000 was borrowed from a bank and was fully collateralized by a
short-term certificate of deposit. The certificate of deposit and the related
borrowing were retired in October 1999. During 1998, $2,048,000 was paid toward
the purchase of five PEO companies. In addition to the cash paid for
acquisitions, 118,221 and 146,007 shares of our common stock were also issued in
1999 and 1998. Since these shares were issued without either an effective
registration statement or an exemption from registration, these shares are
unregistered restricted shares and cannot be sold for a one-year period from the
date of issuance.
During the first quarter of 1999, 500,000 shares of our stock were
acquired from our founder and former Chairman for $2,500,000. We borrowed
$800,000 from our bank for this stock acquisition and issued two 5.75% notes
totaling $1,700,000. Subsequently, in 1999, we borrowed an additional $700,000
from our bank and paid $800,000 of the notes to the founder and former Chairman.
In connection with an acquisition in 1997, we guaranteed the price of
68,468 shares at $10.25 for the one-year period from October 6, 1998 to October
6, 1999. In 1998, we advanced $280,727 to the holder of 27,388 shares. We were
obligated to pay the holder of the remaining 41,080 shares the difference
between $10.25 and the price realized upon sale of the shares. During 1999,
$240,567 was paid to one of the holders of these shares under this guarantee
agreement.
In September 1998, our Board of Directors approved a share repurchase
of up to 200,000 shares of our common stock. In 1998, 60,000 shares were
repurchased at a cost of $372,000. In 1998 other financing activities were not
material, as we had no debt or significant capital leases.
Presently, we have no material commitments for capital expenditures.
Primary new uses of cash may include acquisitions, the size and timing of which
cannot be predicted. However, we are limited in our ability to continue to
acquire other PEO companies unless we can raise additional capital since most
acquisitions involve the payment of cash and the issuance of stock for the
purchase price and may also require some additional working capital following
acquisition.
We believe that existing cash, cash equivalents and internally
generated funds will be sufficient to meet our presently anticipated working
capital and capital expenditure requirements, excluding acquisitions of other
PEO's for the foreseeable future. To the extent we need additional capital
resources, we believe that we will have access to existing bank financing and
other alternative sources of capital. However, there can be no assurances that
additional financing will be available on terms favorable to us, or at all.
We did not pay dividends in 1997, 1998, or 1999, and do not expect to
pay a dividend in the foreseeable future.
INFLATION
We believe the effects of inflation have not had a significant impact
on its results of operations or financial condition.
QUARTERLY RESULTS
The following table sets forth certain unaudited operating results of
each of the nine consecutive quarters in the period ended December 31, 1998
which comprise all of the quarterly periods following our initial public
offering of its common stock on December 10, 1996. The information is unaudited,
but in the opinion of management, includes all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the
-22-
<PAGE> 23
results of operations of such periods. This information should be read in
conjunction with our Consolidated Financial statements and the Notes thereto.
The 1999 results for the first three quarters have been restated to
reflect the timing of the $2,400,000 of additional costs to the 1999 financial
statements due primarily to acquired entities and not to our core business. In
addition, there were costs associated with medical and liability insurance
programs and additional payroll expenses.
<TABLE>
<CAPTION>
QUARTER ENDED
-------------
DEC. 31 MAR. 31 JUNE 30 SEPT. 30 DEC. 31
1996 1997 1997 1997 1997
---- ---- ---- ---- ----
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Revenues $25,762 $25,542 $31,812 $36,697 $61,812
Direct costs 24,218 24,143 30,000 35,000 58,402
Net Income 167 232 332 173 193
Earnings Per Share:
Basic $.07 $.07 $.10 $.05 $.04
Diluted $.07 $.07 $.10 $.05 $.04
</TABLE>
<TABLE>
<CAPTION>
MAR. 31 JUNE 30 SEPT. 30 DEC. 31
1998 1998 1998 1998
---- ---- ---- ----
(In thousands except per share amounts)
<S> <C> <C> <C> <C>
Revenues $70,034 $84,107 $89,499 $96,318
Direct costs 66,624 79,777 85,184 91,606
Net Income 1 246 233 202
Earnings Per Share:
Basic $.00 $.05 $.05 $.04
Diluted $.00 $.05 $.05 $.04
</TABLE>
<TABLE>
<CAPTION>
MAR. 31 JUNE 30 SEPT. 30 DEC. 31
1999 1999 1999 1999
---- ---- ---- ----
(Restated) (Restated) (Restated)
(In thousands except per share amounts)
<S> <C> <C> <C> <C>
Revenues $90,654 $101,379 $102,677 $107,230
Direct costs 87,121 97,659 98,717 102,721
Net Income (loss) (238) (165) (77) (278)
Earnings (loss) Per Share:
Basic $(.05) $(.04) $(.02) $(.06)
Diluted $(.05) $(.04) $(.02) $(.06)
</TABLE>
<TABLE>
<CAPTION>
As Reported: MAR. 31 JUNE 30 SEPT. 30
1999 1999 1999
---- ---- ----
(Original) (Original) (Original)
<S> <C> <C> <C>
Revenues $90,654 $101,379 $102,677
Direct costs 86,410 96,870 98,121
Net Income (loss) 184 307 311
Earnings (loss) Per Share:
Basic .04 .07 .07
Diluted .04 .07 .07
</TABLE>
FORWARD-LOOKING INFORMATION
Statements in the preceding discussion that indicate our or
management's intentions, hopes, beliefs, expectations or predictions of the
future are forward-looking statements. It is important to note our actual
results could differ materially from those projected in such forward-looking
statements. Additional information concerning factors that could cause actual
results to differ materially from those suggested in the forward-looking
statements is contained under the caption "Business-Risk Factors" in our Annual
Report on Form 10-K for the year ended
-23-
<PAGE> 24
December 31, 1999 filed with the Securities and Exchange Commission, as the same
may be amended from time to time.
Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. Our future results and shareholder
values may differ materially from those expressed in these forward-looking
statements. Many of the factors that will determine these results and values are
based upon our ability to control or predict. Shareholders are cautioned not to
put undue reliance on forward-looking statements. In addition, we do not have
any intention or obligation to update forward-looking statements after the date
hereof, even if new information, future events, or other circumstances have made
them incorrect or misleading. For those statements, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our Consolidated Financial Statements, together with the report thereon
of Arthur Andersen LLP, are set forth on pages F-1 through F-20 hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
Our Board of Directors has fixed the number of Directors at eight. The
Board of Directors currently is divided into two classes. Class I has two
members and Class II currently has three members. There are currently two
vacancies in Class I and one vacancy in Class II. The members of the two classes
are elected to serve for staggered terms of two years.
Listed below are the names of each of our Directors, their ages, the
year in which each first became a Director, their principal occupations during
the past five years and other directorships, if any, held by them in companies
with a class of equity securities registered pursuant to the Securities Exchange
Act of 1934, or otherwise subject to its periodic reporting requirements. See
"Security Ownership of Certain Beneficial Owners and Management" for information
regarding such persons' holdings of our equity securities.
-24-
<PAGE> 25
CLASS II DIRECTORS
(NOMINEES TERMS TO EXPIRE IN 2002)
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS
- ----------------------------- --- -------- ---------------------------------------------------------
<S> <C> <C> <C>
Kevin T. Costello 50 1992 Chief Executive Officer of the Corporation since 1999;
President of the Corporation since 1998; Senior Vice
President of Operations and Chief Operating Officer of
the Corporation from 1993 to 1998; Vice President of
Sales and Marketing of the Corporation from 1991 to 1993.
Charles F. Dugan II 60 1994 Secretary of the Corporation since 1999; Assistant Secretary
of the Corporation from 1992 to 1999; Outside counsel to the
Corporation since 1987. Private law practice since 1990.
Crystal Faulkner 40 1997 Principal in the accounting firm of Cooney, Faulkner &
Stevens, LLC since December, 1999. Principal in the accounting
firm of Rippe & Kingston, Cincinnati, Ohio from 1991
to December, 1999.
</TABLE>
CLASS I DIRECTORS
(TERMS EXPIRE IN 2001)
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS
- ----------------------------- --- -------- ---------------------------------------------------------
<S> <C> <C> <C>
William W. Johnston 54 1990 Chairman of the Board of Directors of the Corporation
since 1999; Secretary of the Corporation since 1990;
outside general counsel to the Corporation since 1989.
M. R. Swartz 60 1991 Restaurant owner/operator.
</TABLE>
EXECUTIVE OFFICERS
The following table and biographies set forth information concerning
our executive officers, who are elected by the Board of Directors:
-25-
<PAGE> 26
<TABLE>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Kevin T. Costello 50 President, Chief Executive Officer and Director
Charles F. Dugan II 60 Secretary and Director
Thomas Gerlacher 57 Chief Financial Officer and Treasurer
William W. Johnston 54 Chairman of the Board of Directors
Byron G. McCurdy 43 Executive Vice President of Government Affairs; President of TEAM
America West, Inc. and Director
</TABLE>
Kevin T. Costello has been a Director of the Corporation since 1992,
President since 1998 and Chief Executive Officer since 1999. Mr. Costello served
as Senior Vice President of Operations and Chief Operating Officer of the
Corporation from 1993 to 1998. From 1991 to 1993, Mr. Costello served as Vice
President of Sales and Marketing of the Corporation.
Charles F. Dugan II has been a Director of the Corporation since 1994
and served as Assistant Secretary of the Corporation since 1992 and Secretary
since 1999. Mr. Dugan has served as counsel to the Corporation since 1987. From
1970 to 1990, Mr. Dugan was a partner in the law firm of Vorys, Sater, Seymour
and Pease located in Columbus Ohio. Mr. Dugan currently practices law in his own
firm located in Columbus, Ohio.
Thomas Gerlacher was appointed Vice President of Finance, Treasurer and
Chief Financial Officer of the Corporation in March 2000. Mr. Gerlacher was Vice
President of Finance for United Magazine Company from July 1998 to February 1999
and Chief Financial Officer of United Magazine Company from December 1993 to
July 1998.
William W. Johnston has been a Director of the Corporation since 1990
and served as Secretary of the Corporation from 1990 to 1998 and as general
counsel to the Corporation since 1989. Mr. Johnston was named Chairman of the
Board in 1999. From 1982 to 1990, Mr. Johnston was a partner in the law firm of
Crabbe, Brown, Jones, Potts and Schmidt located in Columbus, Ohio. Mr. Johnston
currently practices law in his own firm located in Worthington, Ohio. From 1976
to 1982, Mr. Johnston was the Chairman of the Ohio Industrial Commission.
Byron G. McCurdy has been Executive Vice President of Government
Affairs of the Corporation and President of TEAM America West, Inc., a wholly
owned subsidiary of the Corporation, since November 1, 1997. Mr. McCurdy was the
President and founder of Aspen Consulting Group, Inc. from March 1984 until
November 1997.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act of 1934 requires our Directors and
executive officers, and persons who own more than ten percent of a registered
class of our equity securities, to file initial statements of beneficial
ownership (Form 3), and statements of changes in beneficial ownership (Forms 4
and 5), of shares of common stock of the Corporation with the Securities and
Exchange Commission. Executive officers, Directors and greater than ten-percent
shareholders are required to furnish us with copies of all such forms they file.
To our knowledge, based solely on its review of the copies of such
forms received by us, and written representations from certain reporting persons
that no additional forms were required, all filing requirements applicable to
its executive officers, Directors and greater than ten-percent shareholders were
complied with in fiscal 1999, except for late Form 4 filings for each of Messrs.
Schilg, Goodrich and Costello and Ms. Faulkner.
-26-
<PAGE> 27
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the
annual and long-term compensation of our chief executive officer and the other
executive officers (together, the "Named Executives"), whose total salary and
bonus for the last completed fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION(1) COMPENSATION
--------------- ------------
STOCK OPTIONS ALL OTHER(3)
Name and Principal Position YEAR SALARY BONUS # GRANTED COMPENSATION
--------------------------- ---- ------ ----- --------- ------------
<S> <C> <C> <C> <C> <C>
Kevin T. Costello, President and 1999 $351,550 (1) $63,000 -- $8,703
Chief Executive Officer 1998 $308,752 (1) -- 50,000 $8,587
1997 $266,686 (1) $60,000 125,000(2) $8,222
Michael R. Goodrich 1999 $115,500 -- -- $8,103
Chief Financial Officer (4)(5) 1998 $110,98 -- 35,000 $9,830
1997 $62,320 $30,000 55,000 $3,017
Byron G. McCurdy 1999 $162,701 -- -- $7,630
Executive Vice President (4) 1998 $150,000 -- -- $5,181
1997 $18,750 -- 159,702 $800
</TABLE>
(1) Includes commissions in the amounts of $134,704 in 1999, $115,620 in
1998 and $90,553 in 1997 paid to Mr. Costello.
(2) Includes the replacement of 50,000 options each for Mr. Costello which
were granted in 1996 at $12.00 per share and cancelled on September 3,
1997.
(3) Represents health care insurance premiums paid by the Corporation for
the benefit of the indicated Named Executive Officer and the
compensatory value of a company provided car.
(4) Dates of employment for the Named Executives are as follows: Mr.
Goodrich, March 31, 1997; Mr. McCurdy, November 1, 1997, upon the
acquisition of Aspen Consulting Group, Inc.
(5) Mr. Goodrich's employment with us ended upon his resignation in
January 2000.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
We made no options grants during fiscal 1999.
-27-
<PAGE> 28
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning the value
of unexercised stock options held as of December 31, 1999 by the Named
Executives. No options were exercised by such executive officers during fiscal
1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(2)
------------------------------ -------------------------
SHARES
ACQUIRED ON VALUE
EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kevin T. Costello 0 0 $ 60,000 $ 115,000 $ 3,125 $ 12,500
Michael R. Goodrich 0 0 29,000 61,000 2,188 8,750
S. Cash Nickerson 0 0 102,000 0 0 0
Byron G. McCurdy 0 0 63,880 95,822 0 0
</TABLE>
(1) Represents the difference between the per share fair market value on
the date of exercise and the per share option exercise price,
multiplied by the number of shares to which the exercise relates.
(2) Represents the total gain which would be realized if all in-the-money
options held at year end were exercised, determined by multiplying the
number of shares underlying the options by the difference between the
per share option exercise price and per share fair market value at year
end. An option is in-the-money if the fair market value of the
underlying shares exceeds the exercise price of the option.
EMPLOYMENT AGREEMENTS
Kevin T. Costello. Mr. Costello has executed an employment agreement
with us pursuant to which he has agreed to serve as our President and Chief
Executive Officer for a period of three years and, unless terminated in
accordance with the provisions therein, on the first day of each month that the
agreement is in effect, the remaining term thereof will be automatically
extended for one additional month. Under the terms of the agreement, Mr.
Costello receives an annual base salary which was $215,000 in 1999, plus
incentive compensation in an amount determined by our compensation committee
based upon various factors including our results of operations and financial
condition and Mr. Costello's performance during the relevant period. In addition
to such base salary and incentive compensation, Mr. Costello may receive
commissions on sales to clients for which he is responsible pursuant to terms
and conditions determined by our compensation committee. In the event Mr.
Costello's employment is terminated for cause, we will pay Mr. Costello the
compensation and benefits due under his employment agreement through the date of
such termination. Mr. Costello's employment agreement contains certain
noncompetition and non-solicitation provisions which prohibit him from competing
with us during his employment and for a period of one year after termination of
his employment.
We have agreed to maintain one or more life insurance policies on the
life of Mr. Costello in an aggregate amount sufficient to pay Mr. Costello's
widow approximately $110,000 per year for 15 years in the event that he dies
prior to his retirement. No such benefit will be paid in the event that Mr.
Costello dies after his retirement. In addition, upon Mr. Costello's retirement
on or after his sixty-fifth birthday, we will pay him an amount calculated to be
equal to the maximum loan available from such insurance policy which will not
cause the insurance policy to lapse prior to his life expectancy. Thereafter,
such amount shall be recalculated on an annual basis and we will pay Mr.
Costello any increase in such amount. Additionally, we maintain a Key Man life
insurance policy on Mr. Costello in the amount of $750,000 for the benefit of
the Corporation.
-28-
<PAGE> 29
See "Executive Compensation--Stock Option Grants in Last Fiscal Year"
for a discussion of options granted to Mr. Costello in 1998.
Effective January 1, 1999, our founder and chairman, Richard C. Schilg,
resigned his position with us. In lieu of any other separation payments that may
have been required, we agreed to acquire 500,000 shares at $5 per share, the
fair market value, from Mr. Schilg. The shares were acquired on February 11,
1999 for a cash payment of $800,000 and two notes totaling $1,700,000 and
bearing interest at 5.75%. Subsequently, in 1999 we borrowed an additional
$700,000 from our bank and paid $800,000 to pay off one of the notes to Mr.
Schilig. The balance of the remaining note is $620,000 at April 14, 2000. On
that date a partial payment is to be made and the balance is to be extended.
The following Compensation Committee Report and Performance Graph shall
not be deemed incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any of our filings under the Securities
Act of 1933, or the Securities Exchange Act of 1934, except to the extent that
we specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee
The Compensation Committee consisted of Messrs. Dugan and Johnston and
Ms. Faulkner in fiscal 1999.
COMPENSATION POLICIES
Our compensation program is designed to attract and retain highly
qualified executive officers and managers and to motivate them to maximize our
earnings and shareholder returns. Our executive and key personnel compensation
consists of two principal components: (i) cash compensation, consisting of a
base salary and, in certain cases, commissions on sales to clients and/or a
bonus which is based upon our operating performance, and (ii) stock options.
Stock options are intended to encourage key employees to remain employed by us
by providing them with a long-term interest in our overall performance as
reflected by the performance of the market for our common stock.
The compensation of our executive officers, other than the chief
executive officer, is established annually by the CEO in consultation with the
Compensation Committee, subject to the provisions of any applicable employment
agreements. See "Executive Compensation--Employment Agreements." In establishing
the compensation of executive officers, various factors are considered,
including the executive officer's individual scope of responsibilities, the
quality of his or her performance in discharging those responsibilities and our
financial performance as a whole.
CEO COMPENSATION
The CEO's minimum annual base salary has been established pursuant to
an employment agreement, which was executed on October 26, 1999. In fiscal 1999,
the CEO's potential compensation included base salary and a bonus which were
determined by the Board of Directors based upon its perception of the individual
performance of the CEO and the performance of the Corporation as a whole. No
particular weight was given by the Board of Directors to any particular factor
in its evaluation of each component of the CEO's compensation for fiscal 1999.
In 2000, the CEO's base salary will be as set forth in his employment agreement
(see "Executive Officers--Employment Agreements") and his bonus, stock options
and commissions, if any, will be determined by the Compensation Committee based
upon the foregoing factors.
The Budget Reconciliation Act of 1993 amended the Internal Revenue Code
to add Section 162(m) ("Section 162(m)") which bars a deduction to any publicly
held corporation for compensation paid to a "covered employee" in excess of
$1,000,000 per year. Generally, the Corporation intends that compensation paid
to covered employees shall be deductible to the fullest extent permitted by law.
The 1996 Incentive Stock Plan, as defined and described in this Proxy Statement,
is intended to qualify under Section 162(m).
THE COMPENSATION COMMITTEE
William W. Johnston
Charles F. Dugan II
Crystal Faulkner
-29-
<PAGE> 30
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
our common stock from December 10, 1996 (the date we became a public company),
until December 31, 1999, with the cumulative total return of (a) the Nasdaq
Stock Market-US Index and (b) the S&P SmallCap 600 Services (Commercial and
Consumer) Index. The graph assumes the investment of $100 in our common stock,
the Nasdaq Stock Market-US Index and the S&P SmallCap 600 Services (Commercial
and Consumer) Index. The initial public offering price of our common stock was
$12.00 per share and the closing price of the shares on the first day of trading
was $12.25.
COMPARISON OF 37 MONTH CUMULATIVE TOTAL RETURN*
AMONG TEAM AMERICA CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
12/6/96 12/96 12/97 12/98 12/99
------- ----- ----- ----- -----
DOLLARS
<S> <C> <C> <C> <C> <C>
TEAM AMERICA CORPORATION 100.00 94.79 87.50 47.92 47.40
PEER GROUP 100.00 102.22 152.38 203.98 228.41
NASDAQ STOCK MARKET (U.S.) 100.00 100.12 122.68 172.87 312.31
</TABLE>
*$100 INVESTED ON 12/6/96 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
-30-
<PAGE> 31
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of our common stock as of March 20, 2000, by each person known by us
to own beneficially more than five percent of our outstanding common stock, by
each Director, by each executive officer named in the Summary Compensation table
contained in "Executive Compensation," and by all directors and executive
officers as a group. Except as otherwise noted, each person named in the table
has sole voting and investment power with respect to all shares shown as
beneficially owned by him or her.
<TABLE>
<CAPTION>
PERCENT
OF SHARES
NAME AND ADDRESS OF SHARES BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER (1) OWNED AT MARCH 20, 2000 OWNED(2)
-------------------------- ----------------------- ------------
<S> <C> <C>
Richard C. Schilg 601,264 (3) 13.9%
Kevin T. Costello 461,400 (4) 10.6%
Charles F. Dugan II 37,200 (5) *
Crystal Faulkner 3,500 (6) *
William W. Johnston 12,660 (7) *
M. R. Swartz 16,000 (5) *
S. Cash Nickerson 1,376,544 (8) 31.7%
Byron G. McCurdy 435,289 (9) 10.0%
Terry C. McCurdy 420,244 (10) 9.7%
Michael R. Goodrich 9,500 *
Global Employment Solutions 2,593,078 (11) 59.8%
All Directors and Executive
Officers as a group (8 Persons) 1,386,338 (12) 32.0%
</TABLE>
- ----------
* Represents less than 1% of our outstanding shares of common stock.
(1) The address of each of the directors and officers listed in the table
is 110 East Wilson Bridge Road, Worthington, Ohio 43085. The address
for Mr. Schilg is 3031 E. Orange Road, Lewis Center, Ohio 43035. The
address of Global Employment Solutions is 14142 Denver West Parkway,
Suite 350, Golden, Colorado 80401.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute ownership
of securities to persons who possess sole or shared voting power and/or
investment power with respect to those shares.
(3) Includes 388,600 shares owned of record by Mr. Schilg over which he has
sole voting and investment power and 224,664 shares owned of record by
Mr. Schilg and his wife, Judith Schilg, as joint tenants, of which Mr.
Schilg shares with his wife voting and investment power.
-31-
<PAGE> 32
(4) Includes 28,200 shares owned of record by Mr. Costello of which he has
the sole voting and investment power and 373,200 shares owned of record
by Mr. Costello and his wife, Anne M. Costello, as joint tenants, of
which Mr. Costello shares with his wife voting and investment power.
Also includes 60,000 shares as to which Mr. Costello has the right to
acquire beneficial ownership upon the exercise of stock options
exercisable within 60 days of March 20, 2000.
(5) Includes 5,000 shares available from the exercise of stock options
exercisable within 60 days of March 20, 2000.
(6) Includes 2,000 shares as to which Ms. Faulkner has the right to acquire
beneficial ownership upon the exercise of stock options exercisable
within 60 days of March 20, 2000.
(7) Includes 12,360 shares as to which Mr. Johnston has the right to
acquire beneficial ownership upon the exercise of stock options
exercisable within 60 days of March 20, 2000.
(8) Includes 102,000 shares as to which Mr. Nickerson has the right to
acquire beneficial ownership upon the exercise of stock options
exercisable within 60 days of March 20, 2000. Also includes 84,459
shares of our common stock held by Los Lobos, Inc., a company in which
Mr. Nickerson is a majority owner and 727,773 shares of our common
stock that Mr. Nickerson has an option to purchase. Also includes
200,000 shares held by a private TEAM America shareholder from whom Mr.
Nickerson has received a fully revocable proxy to vote on all matters
in connection with any transaction involving the acquisition of a
majority of our common stock. The information in this note was taken
from a Schedule 13 D/A filed with the Securities and Exchange
Commission by Mr. Nickerson on October 1, 1999.
(9) Includes 500 shares owned by Mr. McCurdy's minor children as to which
Mr. McCurdy retains sole investment and dispositive control. Also
includes 63,880 shares as to which Mr. McCurdy has the right to acquire
beneficial ownership upon the exercise of stock options exercisable
within 60 days of March 20, 2000.
(10) Includes 63,880 shares available from the exercise of stock options
exercisable within 60 days of March 20, 2000.
(11) Includes 2,593,078 shares beneficially owned by Global pursuant to a
voting agreement to which Global is a party. Global does not own any
shares of our common stock directly. The information in this note is
taken from a Schedule 13 D/A filed with the Securities and Exchange
Commission by Global on February 18, 2000. Because Global terminated
the definitive merger agreement with us on April 12, 2000, Global no
longer is the beneficial owner of 2,593,078 shares pursuant to a voting
agreement. As of April 12, 2000, Global beneficially owns 0 shares of
our common stock.
(12) Includes 143,240 shares available from the exercise of stock options
exercisable within 60 days of March 20, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Costello is our President and Chief Executive Officer. Messrs.
Johnston and Dugan are our Chairman and Secretary, respectively. Mr. McCurdy is
our Executive Vice President and President of a wholly-owned subsidiary. Ms.
Faulkner and Mr. Swartz are not employees of the Corporation. Mr. Nickerson was
paid as an employee of the subsidiary until August 1, 1998 and since that date
has been a paid consultant to us. During fiscal 1999, Mr. Johnston received fees
for legal services provided to us in the amounts of $168,623. Ms. Faulkner's
former firm, Rippe & Kingston, received fees of $33,677 for tax accounting and
consulting services in 1999.
Each of Messrs. Johnston and Dugan have entered into our standard
client agreement pursuant to which each of them is both our client and worksite
employee. Entities in which Mr. Nickerson or Mr. McCurdy have a controlling
ownership position are clients of our subsidiaries. We have provided, and expect
to continue to provide,
-32-
<PAGE> 33
professional employer organization services to such individuals or entities upon
terms and conditions no more favorable than those generally provided to our
other clients.
TRANSACTIONS BETWEEN EXECUTIVE OFFICERS AND THE CORPORATION
Effective November 1, 1997, we acquired Aspen Consulting Group, Inc.
which was owned by Messrs. Byron and Terry McCurdy. A subsidiary of the
Corporation entered into a lease for office space in Twin Falls, Idaho with an
entity controlled by the McCurdy's. Rent paid for the office space was $81,000
in 1999. That subsidiary also purchases copier maintenance services, supplies
and office supplies from a business controlled by Mr. McCurdy. Such purchases
amounted to $16,694 in 1998. In 1999, the Corporation paid $120,000 to a law
firm in which Mr. Nickerson is a partner.
CERTAIN TRANSACTIONS
For a discussion of certain business relationships and transactions
between us and each of Messrs. Johnston and Dugan and Ms. Faulkner, see
"Compensation Committee Interlocks and Insider Participation."
-33-
<PAGE> 34
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
(1) The following financial statements of the Company are included
in Item 8 of this report:
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statements of Operations for the years ended
December 31, 1999, 1998, and 1997
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
(2) The following financial statement schedule for the Company is
filed as part of this report:
Report of Independent Public Accountants on Financial
Statement Schedule.
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because the required
information is either presented in the financial statements or
notes thereto, or is not applicable, required or material.
(3) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
3.1 Amended Articles of Incorporation of the Company(1)
3.2 Amended Code of Regulations of the Company(1)
*10.1 Company's 1996 Incentive Stock Plan(1)
*10.2 Executive employment agreement between the Company and Mr. Kevin T. Costello
10.3 Lease for Cascade Corporate Center dated June 22, 1990 between EastGroup Properties and
the Company, as amended(1)
</TABLE>
-34-
<PAGE> 35
<TABLE>
<S> <C>
10.4 Voting Agreement, dated January 1, 1999, among Richard C. Schilg, Kevin T. Costello,
Steven Cash Nickerson, Byron McCurdy and Terry McCurdy(2)
21.1 Subsidiaries of the Registrant
23.1 Consent of Arthur Andersen LLP
24.1 Power of Attorney
27.1 Financial Data Schedules
</TABLE>
- ----------
(1) Included as an exhibit to the registrant's Registration Statement on
Form S-1, as amended (File No. 333-13913), and incorporated herein by
reference.
(2) Included as Exhibit 10.4 to the registrant's annual report on Form 10-K
for the year ended December 31, 1998, filed on March 30, 1999, and
incorporated herein by reference.
* Management contract or compensation plan or arrangement.
(b) REPORTS ON FORM 8-K
On November 26, 1999, we filed a Form 8-K to report that we will serve
with a complaint, that among other things, sought to enjoin its proposed merger
with Global Employment Solutions, Inc. (Item 5).
(c) EXHIBITS
The exhibits to this report follow the Consolidated Financial
Statements.
(d) FINANCIAL STATEMENT SCHEDULES
The response to this portion of Item 14 is submitted as a separate
section of this report. See Item 14(a)(2) above.
-35-
<PAGE> 36
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TEAM AMERICA CORPORATION
Date: April 13, 2000 By: /s/ Kevin T. Costello
---------------------------------------------
Kevin T. Costello, President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Kevin T. Costello President and Chief Executive Officer April 13, 2000
- ------------------------------ Executive Officer and Director
Kevin T. Costello (Principal Executive Officer)
*Thomas Gerlacher Vice President of Finance, Chief April 13, 2000
- ---------------------------- Financial Officer and Treasurer
Thomas Gerlacher (Principal Financial Officer)
*William W. Johnston Chairman of the Board April 13, 2000
- ---------------------------
William W. Johnston
*Byron G. McCurdy Executive Vice President and Director April 13, 2000
- ---------------------------
Byron G. McCurdy
*Charles F. Dugan II Director April 13, 2000
- ------------------------------
Charles F. Dugan II
*Crystal Faulkner Director April 13, 2000
- --------------------------------
Crystal Faulkner
*M. R. Swartz Director April 13, 2000
- ---------------------------------
M. R. Swartz
</TABLE>
* By: /s/ Kevin T. Costello
----------------------------
Kevin T. Costello, attorney-in-fact
for each of the persons indicated
-36-
<PAGE> 37
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Consolidated Financial Statements
As Of December 31, 1999 And 1998
Together With Auditors' Report
F-1
<PAGE> 38
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
TEAM AMERICA CORPORATION AND SUBSIDIARIES:
We have audited the accompanying consolidated balance sheets of TEAM AMERICA
CORPORATION (an Ohio corporation) and subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of operations, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of TEAM America
Corporation and subsidiaries, as of December 31, 1999 and 1998, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.
/s/ Arthur Andersen LLP
Columbus, Ohio,
April 13, 2000.
F-2
<PAGE> 39
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
As of December 31, 1999 and 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1999 1998
- ------ ------------ -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,087,051 $ 5,010,630
Short-term investments - 250,000
Receivables:
Trade, net of allowance for doubtful accounts of
$200,000 in 1999 and $50,000 in 1998 4,412,961 4,470,169
Unbilled revenues 10,515,316 8,586,671
Employee advances 130,111 214,538
Refundable income taxes 850,757 -
------------ ------------
Total receivables 15,909,145 13,271,378
------------ ------------
Prepaid expenses 449,922 193,060
Deferred income tax asset 246,120 180,000
------------ ------------
Total current assets 19,692,238 18,905,068
------------ ------------
PROPERTY AND EQUIPMENT:
Furniture and fixtures 824,314 786,455
Computer hardware and software 2,267,868 1,887,612
Leasehold improvements 41,129 40,572
------------ ------------
3,133,311 2,714,639
Accumulated depreciation and amortization (1,488,486) (906,144)
------------ ------------
Total property and equipment, net 1,644,825 1,808,495
------------ ------------
OTHER ASSETS:
Intangible assets, primarily goodwill, net of accumulated amortization 25,714,554 26,059,333
Cash surrender value of life insurance policies 596,528 438,170
Mandated benefit/security deposits 174,085 259,073
Deferred income tax asset - 23,000
Other assets 64,145 46,964
------------ ------------
Total other assets 26,549,312 26,826,540
------------ ------------
Total assets $ 47,886,375 $ 47,540,103
============ ============
</TABLE>
(Continued on next page)
F-3
<PAGE> 40
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
As of December 31, 1999 and 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY 1999 1998
- ------------------------------------ ------------ -------------
<S> <C> <C>
CURRENT LIABILITIES:
Trade accounts payable $ 687,617 $ 906,758
Line of credit 1,500,000 -
Note payable to related party 900,000 -
Accrued compensation 8,947,137 7,527,598
Accrued payroll taxes and insurance 5,005,581 4,139,945
Accrued wokers' compensation premiums 1,476,364 2,585,486
Federal and state income taxes payable - 631,000
Other accrued expenses 998,941 452,385
Client deposits 456,202 637,135
------------ ------------
Total current liabilities 19,971,842 16,860,307
DEFERRED RENT 26,121 62,997
DEFERRED COMPENSATION LIABILITY 593,221 439,715
DEFFERED TAXES 23,161 -
------------ ------------
Total liabilities 20,614,345 17,363,019
------------ ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, no par value:
Common stock; 10,000,000 shares authorized; 4,989,806 and 4,878,348
issued, respectively; 4,374,463 and 4,756,235 outstanding,
respectively 28,754,931 28,404,509
Excess purchase price (83,935) (83,935)
Retained earnings 1,482,982 2,241,008
------------ ------------
30,153,978 30,561,582
Less-Treasury stock, 615,343 and 122,113 common shares,
Respectively, at cost (2,881,948) (384,498)
------------ ------------
Total shareholders' equity 27,272,030 30,177,084
------------ ------------
Total liabilities and shareholders' equity $ 47,886,375 $ 47,540,103
============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of these
consolidated balance sheets.
F-4
<PAGE> 41
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
For the Years Ended December 31, 1999, 1998 and 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ 401,940,429 $ 339,958,006 $ 155,863,969
DIRECT COSTS:
Salaries and wages 350,735,932 291,614,514 134,532,369
Payroll taxes, workers' compensation premiums,
employee benefits and other 35,482,004 31,576,364 13,012,446
------------- ------------- -------------
Total direct costs 386,217,936 323,190,878 147,544,815
------------- ------------- -------------
Gross Profit 15,722,493 16,767,128 8,319,154
EXPENSES:
Administrative salaries, wages and employment taxes
7,717,259 7,756,117 4,201,210
Other selling, general and administrative expenses 6,078,573 5,759,848 2,623,046
Depreciation and amortization 1,771,198 1,482,777 433,278
Merger termination costs 400,000 - -
------------- ------------- -------------
Total operating expenses 15,967,030 14,998,742 7,257,534
------------- ------------- -------------
Income (loss) from operations (244,537) 1,768,386 1,061,620
OTHER INCOME (EXPENSE), net:
Interest income (expense), net (113,730) 134,656 546,751
Other, net (185,384) - (6,656)
------------- ------------- -------------
Other income (expense), net (299,114) 134,656 540,095
------------- ------------- -------------
Income before income taxes (543,651) 1,903,042 1,601,715
INCOME TAX EXPENSE (214,375) (1,221,000) (672,000)
------------- ------------- -------------
NET INCOME (LOSS) $ (758,026) $ 682,042 $ 929,715
============= ============= =============
EARNINGS (LOSS) PER SHARE:
Basic $ (0.17) $ 0.14 $ 0.26
Diluted $ (0.17) $ 0.14 $ 0.25
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 4,409,959 4,733,011 3,640,699
Diluted 4,409,959 4,892,648 3,699,540
</TABLE>
The accompanying notes to financial statements are an integral part of these
consolidated statements.
F-5
<PAGE> 42
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
For the Years Ended December 31, 1999, 1998 and 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMMON STOCK ISSUED EXCESS
--------------------------------- TREASURY PURCHASE
NUMBER STOCK STOCK PRICE
--------------- --------------- ---------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 3,478,976 $ 13,629,005 $ (27,115) $ (83,935)
Common stock issued for acquisitions 1,251,740 12,729,109 5,102 -
Non-statutory options granted in acquisitions
for 176,037 shares of common stock - 528,112 - -
Net income - - - -
--------------- --------------- --------------- ---------------
Balance, December 31, 1997 4,730,716 26,886,226 (22,013) (83,935)
Common stock issued:
Acquisitions 146,007 1,799,010 9,031 -
Option exercise 1,625 - - -
Common stock repurchased - - (371,516) -
Payments for common stock price guarantee - (280,727) - -
Net income - - - -
--------------- --------------- --------------- ---------------
Balance, December 31, 1998 4,878,348 28,404,509 (384,498) (83,935)
Shares issued for acquisitions from escrow 111,458 597,318 2,550 -
Common stock repurchased - - (2,500,000) -
Payments for common stock price guarantee - (246,896) - -
Net income (loss) - - - -
--------------- --------------- --------------- ---------------
Balance, December 31, 1999 4,989,806 $ 28,754,931 $(2,881,948) $ (83,935)
=============== =============== =============== ===============
</TABLE>
<TABLE>
<CAPTION>
RETAINED
EARNINGS TOTAL
------------------------------------
<S> <C> <C>
Balance, December 31, 1996 $ 629,251 $ 14,147,206
Common stock issued for acquisitions - 12,734,211
Non-statutory options granted in acquisitions
for 176,037 shares of common stock - 528,112
Net income 929,715 929,715
----------------- ----------------
Balance, December 31, 1997 1,558,966 28,339,244
Common stock issued:
Acquisitions - 1,808,041
Option exercise - -
Common stock repurchased - (371,516)
Payments for common stock price guarantee - (280,727)
Net income 682,042 682,042
----------------- ----------------
Balance, December 31, 1998 2,241,008 30,177,084
Shares issued for acquisitions from escrow - 599,868
Common stock repurchased - (2,500,000)
Payments for common stock price guarantee - (246,896)
Net income (loss) (758,026) (758,026)
----------------- ----------------
Balance, December 31, 1999 $ 1,482,982 $ 27,272,030
================= ================
</TABLE>
The accompanying notes to financial statements are an integral part of these
consolidated statements.
F-6
<PAGE> 43
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1999, 1998 and 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (758,026) $ 682,042 $ 929,715
Adjustments to reconcile net income (loss) to
cash provided by (used in) operating activities,
excluding impact from acquisitions:
Depreciation and amortization 1,771,198 1,482,777 433,278
Deferred tax (benefit) provision (19,959) 63,000 (44,000)
(Increase) decrease in operating assets:
Receivables (2,637,767) (4,138,229) (3,741,645)
Prepaid expenses (256,862) 26,855 54,414
Mandated benefit/security deposits 84,988 106,336 (915)
Increase (decrease) in operating liabilities:
Accounts payable (219,141) 568,409 (540,342)
Accrued expenses and other payables 1,157,512 3,823,144 2,166,049
Client deposits (180,933) 3,189 74,195
Deferred liabilities 116,630 9,193 107,499
----------------- ----------------- -----------------
Net cash provided by (used in) operating
activities (942,360) 2,626,716 (561,752)
----------------- ----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash obtained - (2,025,901) (7,759,160)
Additions to property and equipment (420,365) (1,112,298) (533,829)
Increase in cash surrender value of life insurance
policies (158,358) (40,165) (138,110)
Decrease in short-term investments 250,000 265,000 6,984,375
(Increase) decrease in other assets (259,697) 120,305 (49,356)
----------------- ----------------- -----------------
Net cash used in investing activities (588,420) (2,793,059) (1,496,080)
----------------- ----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on note payable and line of credit - - (580,000)
Payments on capital lease obligation (45,903) (120,292) (13,180)
Borrowings on bank line of credit 1,500,000 - 500,000
Purchase of treasury stock (1,600,000) (371,516) -
Stock price guarantee payment (246,896) (280,727) -
----------------- ----------------- -----------------
Net cash used in financing activities (392,799) (772,535) (93,180)
----------------- ----------------- -----------------
Net decrease in cash and cash equivalents (1,923,579) (938,878) (2,151,012)
</TABLE>
(Continued on next page)
F-7
<PAGE> 44
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the Years Ended December 31, 1999, 1998 and 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ----------------
<S> <C> <C> <C>
CASH AND CASH EQUIVALENTS, beginning
of year 5,010,630 5,949,508 8,100,520
--------------- --------------- ----------------
CASH AND CASH EQUIVALENTS, end of year $ 3,087,051 $ 5,010,630 $ 5,949,508
=============== =============== ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
1999 1998 1997
--------------- --------------- ----------------
Cash paid during the year for:
Interest $ 184,390 $ 7,640 $ 3,259
Income taxes $ 1,530,049 $ 377,527 $ 1,181,000
</TABLE>
During 1999, the Company partially financed the buy-back of shares from an
officer with a note for $900,000. In addition 118,228 shares of common stock
with a value of $599,868 were issued in connection with the satisfaction of
contingencies for prior year acquisitions.
During 1998, the Company issued 141,007 shares of common stock with a value on
the date of issuance of $1,437,530 in connection with acquisitions of other PEO
business. Also, during 1998, 5,000 shares of common stock with a value of
$50,000 were issued in connection with the satisfaction of contingencies for an
acquisition completed in 1997. Also, in 1998, 54,699 treasury shares were
released upon satisfaction of escrow requirements related to 1997 acquisitions.
In 1998 an option to acquire 5,000 shares of TEAM America common stock was
exercised by the delivery of 3,375 shares of common stock owned by the
optionholder.
During 1997, the Company issued 1,251,740 shares of common stock, 176,037
options to acquire common stock and 88,544 shares of common stock from treasury
shares held by the Company in connection with acquisitions of PEO businesses.
The shares and options issued for these acquisitions had a value of $13,257,000.
The accompanying notes to financial statements are an integral part of these
consolidated statements.
F-8
<PAGE> 45
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
- -------------------------------------------------------------------------------
(1) NATURE AND SCOPE OF BUSINESS
TEAM America Corporation, an Ohio Corporation (the "Company"), is the
largest professional employer organization ("PEO") headquartered in Ohio
and one of the oldest PEOs in the United States, having been founded in
1986. The Company provides, through "partnering" agreements, comprehensive
and integrated human resource management services to small and medium-sized
businesses, thereby allowing such businesses to outsource their payroll and
human resource responsibilities. This allows TEAM America clients to
concentrate on their core competitors. The Company offers a broad range of
services including human resource administration, regulatory compliance
management, employee benefits administration, risk management services and
employee liability protection, payroll and payroll tax administration, and
placement services.
The Company provides such services by establishing an employment
relationship with the worksite employees of its clients, contractually
assuming substantial employer responsibilities with respect to worksite
employees, and instructing its clients regarding employment practices.
While the Company becomes the legal employer for most purposes, and
consequently assumes a level of liability for the employment practices of
its clients, each client remains in operational control of its respective
business. The Company's operations are affected by government regulations
relating to labor, tax, insurance, benefits and employment matters. Thus,
changes in or unfavorable interpretation of such regulations although not
known or foreseen by management at this time, could cause future results to
be materially different from the results reported herein.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company's financial statements are prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include TEAM America Corporation and
its wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
F-9
<PAGE> 46
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 2
- -------------------------------------------------------------------------------
REVENUE RECOGNITION
Pursuant to the provisions of its standard client agreement, the Company is
the legal employer of the client's worksite employees for most purposes and
has the right, among others, to hire, supervise, terminate and set the
compensation of such worksite employees. The Company bills its clients on
each payroll date for (i) the actual gross salaries and wages, related
employment taxes and employee benefits of the Company's worksite employees,
(ii) actual advertising costs associated with recruitment, (iii) workers'
compensation and unemployment service fees and (iv) an administrative fee.
The Company's administrative fee is computed based upon either a fixed fee
per worksite employee or an established percentage of gross salaries and
wages (subject to a guaranteed minimum fee per worksite employee),
negotiated at the time the client agreement is executed. The Company's
administrative fee varies by client based primarily upon the nature and
size of the client's business and the Company's assessment of the costs and
risks associated with the employment of the clients' worksite employees.
Accordingly, the Company's administrative fee income will fluctuate based
on the number and gross salaries and wages of worksite employees and the
mix of client fee income will fluctuate based on the number and gross
salaries and wages of worksite employees and the mix of client fee
arrangements and terms. Company clients generally have the ability to
terminate the relationship with 30 days' notice.
The Company does not bill its clients for its actual workers' compensation
and unemployment costs, but rather bills for such costs at rates which vary
by client based upon the client's claims and rate history. The amount
billed is intended (i) to cover payments made by the Company for insurance
premiums and unemployment taxes, (ii) the Company's cost of contesting
workers compensation and unemployment claims, and other related
administrative costs and (iii) to compensate the Company for providing such
services. The Company has an incentive to minimize its workers'
compensation and unemployment costs because the Company bears the risk that
its actual costs will exceed those billed to its clients, and conversely,
the Company profits in the event that it effectively manages such costs.
The Company believes that this risk is mitigated by the fact that its
standard client agreement provides that the Company, at its discretion, may
adjust the amount billed to the client to reflect changes in the Company's
direct costs, including without limitation, statutory increases in
employment taxes and insurance. Any such adjustment which relates to
changes in direct costs is effective as of the date of the changes and all
changes require thirty days' prior notice. There is no assurance that the
Company will be able to successfully pass through these increases in the
future.
Consistent with PEO industry practice, the Company recognizes all amounts
billed to its clients as revenue because the Company is at risk for the
payment of its direct costs, whether or not the Company's clients pay the
Company on a timely basis or at all. The Company also recognizes as revenue
and as unbilled receivables, on an accrual basis, any such amounts which
relate to services performed by worksite employees as of the end of the
accounting period which have not yet been billed to the client because of
timing differences between the day the Company's accounting period ends and
its payroll processing billing dates.
F-10
<PAGE> 47
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 3
- -------------------------------------------------------------------------------
CONCENTRATIONS OF CREDIT RISK
Financial instruments, which potentially subject the Company to a
concentration of credit risk, consist principally of accounts receivable.
The Company provides its services to its customers based upon an evaluation
of each customer's financial condition. Exposure to losses on receivables
is primarily dependent on each customer's financial condition. The Company
mitigates such exposure by requiring deposits, letters of credit or
personal guarantees from the majority of its customers. Exposure to credit
losses is monitored by the Company, and allowances for anticipated losses
are maintained when appropriate. It is possible that such exposure to
losses may increase for any number of reasons in the future, such as
general economic conditions.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and highly liquid investments
with initial maturities of three months or less.
WORKERS' COMPENSATION INSURANCE
The Company has a high retention workers' compensation insurance policy
covering most of its employees. The retention limit is $250,000 per
occurrence. There are also aggregate minimum and maximum policy premium
limits. The Company's policy is to record workers' compensation costs at
the maximum reserved amount for each claim, plus an estimate for incurred
but not reported claims, subject to the $250,000 retention limit and also
subject to the minimum and maximum aggregate limits in the policy. Workers'
compensation expense under this policy was $1,394,000 in 1999 and
$1,025,000 in 1998.
During 1998 employees in the State of Ohio were not part of this program.
They were part of the State of Ohio's workers compensation program. During
1997, substantially all employees were part of state administered workers
compensation programs.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost with depreciation and amortization
computed on the straight-line method over the estimated useful lives of the
respective assets. Additions and betterments to property and equipment over
certain minimum dollar amounts are capitalized. Repair and maintenance
costs are expensed as incurred.
Depreciation and amortization is provided over the estimated useful lives
of the assets using the straight-line method. The Company capitalizes and
depreciates purchased software. The estimated useful lives are shown in the
following table.
YEARS
------------------
Furniture and fixtures 7
Computer hardware and software 5
Leasehold improvements Life of lease
INTANGIBLE ASSETS
Intangible assets consist of goodwill and covenants not to compete.
Goodwill is the excess of the purchase price paid for an acquired business,
including liabilities assumed, over the fair market value of the assets
acquired. Goodwill is amortized over 25 years.
F-11
<PAGE> 48
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 4
- --------------------------------------------------------------------------------
The Company continually evaluates whether events and circumstances have
occurred which indicate that the remaining estimated useful life of
goodwill may warrant revision or that the remaining balance of goodwill may
not be recoverable. If such an event were to occur, the Company would
estimate the sum of the expected cash flows, undiscounted and without
interest charges, derived from such goodwill over its remaining life. The
Company believes that no such impairment existed at December 31, 1999.
The amounts recorded as covenants not to compete are payments contained in
business acquisition agreements to compensate the former owners for
refraining from competing with the acquired business for a period of years.
The covenants not to compete are amortized over the lives of the
agreements, which are seven to eight years.
1999 1998
------------ -------------
Goodwill $ 27,553,612 $ 26,990,094
Covenants not to compete 696,000 486,000
------------ -------------
28,249,612 27,476,094
Less: Accumulated amortization (2,535,058) (1,416,761)
------------ -------------
Intangible Assets, Net $ 25,714,554 $ 26,059,333
============ =============
OTHER ASSETS
Other assets primarily consist of investment in securities and real estate
which are stated at cost as no readily ascertainable market values are
available.
DEFERRED RENT
The Company entered into the lease of its corporate headquarters in 1990.
This lease included inducements in the early periods of the lease,
including an initial six-month rent-free period, with following years'
payments having scheduled increases. In accordance with generally accepted
accounting principles, rent expense is recognized on a straight-line basis
over the life of the lease. Consequently, a deferred credit has been
recorded, which will be amortized over the remaining years of the lease
(through the year 2000).
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of current assets and liabilities approximate their
fair value because of the immediate or short-term maturity of these
financial instruments.
EARNINGS PER SHARE
The following table is provided to reconcile the shares used for the basic
and diluted earnings per share calculations. For the year ended December
31, 1998, there was additional goodwill amortization expense of $20,032
deducted from reported net income for purposes of calculating diluted
earnings per share. No such adjustments were necessary for the 1999 or 1997
calculations.
F-12
<PAGE> 49
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 5
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
------------------ ----------------- -----------------
<S> <C> <C> <C>
Income (loss) available to common shareholders $ (758,026) $ 682,042 $ 929,715
------------------ ----------------- -----------------
WEIGHTED AVERAGE SHARES (BASIC) 4,409,959 4,733,011 3,640,699
Effects of dilutive stock options - 72,649 47,548
Effects of shares issuable from escrow - 86,988 11,293
------------------ ----------------- -----------------
WEIGHTED AVERAGE SHARES (DILUTED) 4,409,959 4,892,648 3,699,540
------------------ ----------------- -----------------
Earnings (loss) per share:
Basic $ (0.17) $ 0.14 $ 0.26
Diluted $ (0.17) $ 0.14 $ 0.25
</TABLE>
At December 31, 1999 1,007,470 options with a weighted average price of
$8.87 are excluded from the calculation of diluted earnings per share
because their effect is anti-dilutive.
(3) SHAREHOLDERS' EQUITY
The Company is authorized to issue 11,000,000 shares of capital stock, no
par value, of which 500,000 are designated as Class A voting preferred
shares, 500,000 are designated as Class B nonvoting preferred shares, and
10,000,000 are authorized shares of Common Stock. None of the preferred
shares are issued or outstanding.
In 1998, the Company acquired 60,000 shares at prices ranging from $4.75 to
$7.00, held as treasury stock. In 1999, the Company acquired 500,000 shares
at a price of $5.00, held as treasury stock at December 31, 1999.
On January 1, 1999, certain principal shareholders of the Company entered
into a voting agreement. The voting agreement requires that each member of
the voting group vote their shares for certain persons nominated to be
director of the Company. Additionally, the voting agreement restricts
members of the voting group from taking certain actions, as defined. At
March 20, 2000, the voting group beneficially owned 56.3% of the Company's
outstanding common stock.
(4) COMMITMENTS
The Company leases office facilities, automobiles and certain office
equipment under long-term agreements expiring through 2003, which are
accounted for as operating leases. The future minimum lease payments as of
December 31, 1999 are presented as follows:
2000 $ 449,119
2001 126,193
2002 93,372
2003 1,118
Rent expense under all operating leases was $579,800, $681,600 and $368,100
for the years ended December 31, 1999, 1998 and 1997, respectively.
(5) DEFERRED COMPENSATION LIABILITY
The Company has deferred compensation agreements with certain Company and
client employees. The
F-13
<PAGE> 50
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 6
- --------------------------------------------------------------------------------
liabilities under these agreements are being accrued over the participants'
remaining periods of employment so that, on the payout date, the
then-present value of the payments will have been accrued. These
liabilities will be funded by life insurance policies, wherein the Company
is the beneficiary. The cash surrender value of such policies dictates the
amount of the deferred compensation benefits due, as defined by the
respective agreements. Expense for 1999, 1998 and 1997 related to deferred
compensation was approximately $356,000, $198,000 and $163,000,
respectively. The total face value of related life insurance policies was
approximately $23,405,000 at December 31, 1999 and $16,604,000 at December
31, 1998.
(6) DEBT OBLIGATIONS
The Company has a $3,500,000 credit facility with a bank which allows the
Company to obtain advances up to such amount without negotiating or
exercising any further agreements. Borrowings under this credit facility
are payable upon demand and bear interest at the lower of the bank's prime
rate (8.50% at December 31, 1999) or LIBOR plus two and one quarter percent
(8.43%). The Company is required to meet financial covenants pertaining to
net worth and EBITDA. The Company was not in compliance with these
covenants at year end. The Company is currently negotiating an amended
credit facility with the bank. The credit facility is secured by all of the
assets of the Company and its subsidiaries. As of December 31, 1999,
$1,500,000 was outstanding under this credit facility. The facility expires
May 31, 2001. The commitment fee is .25% of the unutilized balance.
At December 31, 1999, the Company has standby letters of credit in the
aggregate of $2,200,000. The letters of credit expire through February
2001, and collateralize the Company's workers' compensation programs.
At December 31, 1999, the Company had a $900,000 note payable to a former
officer, and current significant shareholder. The note bears interest at
5.75% and is payable on demand. The Company incurred interest expense of
$45,000 on this obligation during 1999.
(7) EMPLOYEE BENEFIT PROGRAMS
CAFETERIA PLAN
The Company sponsors Section 125 cafeteria plans that include a fully
insured health, dental, vision and prescription card program. The plans are
offered to full-time employees. Entrance to the plan is the first day of
the month following thirty days of service.
401(k) RETIREMENT PLAN
The Company sponsors 401(k) retirement plans that cover all full-time
employees with at least one year of service. The plans do not provide for
Company contributions.
OTHER PROGRAMS
Other available employee benefit programs include health, life, accidental
death and dismemberment insurance, disability insurance and dependent care
assistance programs. Benefits under such programs are funded by the
Company's employees and clients.
F-14
<PAGE> 51
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 7
- --------------------------------------------------------------------------------
(8) RELATED PARTY TRANSACTIONS
The Company has clients who are members of the Board of Directors or are
owned by officers of the Company. The Company also pays professional fees,
office rent and other services to entities owned or controlled by officers
or members of the Board of Directors.
At December 31, 1999 and 1998, the Company had accounts receivable of
$185,207 and $238,331, from such parties, respectively.
During the years ended December 31, 1999, 1998 and 1997, the Company
recorded revenues of approximately $1,605,000, $1,120,000 and $175,000,
respectively from related parties. Also during the years ended December 31,
1999, 1998 and 1997, the Company purchased services from related parties in
the amounts of $354,000, $359,000 and $167,000, respectively.
Officers of the Company are trustees of the Company's 401(k) plans.
(9) INCOME TAXES
Deferred income tax assets and liabilities represent amounts taxable or
deductible in the future. These taxable or deductible amounts are based on
enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Income tax expense is
the tax payable or refundable for the period plus or minus the change
during the period in deferred tax assets and liabilities. The components of
income tax expense for the years ended December 31, 1999, 1998 and 1997,
and the reconciliation of the Company's effective tax rate to the statutory
federal tax rates and the significant items giving rise to the deferred
income tax assets (liabilities), as of December 31, 1999 and 1998 are
presented in the accompanying tables.
<TABLE>
<CAPTION>
INCOME TAX EXPENSE 1999 1998 1997
------------------------------------------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C>
Current:
Federal $ 243,000 $ 898,000 $ 556,000
State 88,000 260,000 160,000
Deferred:
(Increase) decrease in net deferred income tax
asset (117,000) 63,000 (44,000)
------------------ ------------------ ------------------
Total Income Tax Expense $ 214,000 $ 1,221,000 $672,000
================== ================== ==================
</TABLE>
<TABLE>
<CAPTION>
EFFECTIVE TAX RATE 1999 1998 1997
------------------------------------------------------ ------------- ------------ -------------
<S> <C> <C> <C>
Statutory Federal tax rate (benefit)/provision (34.0)% 34.0% 34.0%
Adjustments
State income tax expense 14.0 8.7 6.0
Amortization of intangible assets 63.2 17.8 5.5
Other, net (3.8) 3.7 (3.5)
------------- ------------ -------------
Effective Tax Rate 39.4% 64.2% 42.0%
============= ============ =============
</TABLE>
F-15
<PAGE> 52
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 8
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DEFERRED INCOME TAX ASSETS 1999 1998
------------------------------------------------------------------- ------------------ ------------------
<S> <C> <C>
Deferred income tax assets (liabilities):
Deferred compensation $ 248,638 $ 176,000
Depreciation and amortization (185,336) (178,000)
Other, net (86,463) 25,000
------------------ ------------------
Total long-term deferred tax asset, net $ (23,161) $ 23,000
================== ==================
Deferred merger termination costs 160,000 -
Accrued liabilities 65,620 180,000
Other, net 20,500
-
------------------ ------------------
Total current deferred tax asset $ 246,120 $ 180,000
================== ==================
</TABLE>
(10) STOCK PLANS
INCENTIVE STOCK PLAN
The Company established the Incentive Stock Plan on December 10, 1996.
Shares eligible for granting under the Plan were increased from the initial
authorization of 350,000 when the Plan was established to 750,000 on May 5,
1998 by vote of the shareholders of the Company. The maximum number of
shares that may be awarded during any calendar year may not exceed 10% of
the total number of issued and outstanding shares of Company common stock.
Options granted to employees and officers vest at 20% per year over five
years; options granted to directors fully vest after one year. Incentive
options have a ten-year exercise period and are issued with an exercise
price equal to the fair market value of Company common stock on the date of
the grant.
F-16
<PAGE> 53
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 9
- --------------------------------------------------------------------------------
NON-STATUTORY OPTIONS
The Company has granted non-statutory options in connection with
acquisitions and employment agreements with key executives of the acquired
businesses and to officers and key employees of the Company. All
non-statutory options have a ten-year exercise period and are issued with
an exercise price equal to the fair market value of Company common stock on
the date of grant.
Except for 176,037 options granted on September 8, 1997 and 1,465 options
granted on November 1, 1997 which were immediately vested, all
non-statutory options vest at 20% per year over a five year period.
Option activity was as follows:
INCENTIVE STOCK OPTIONS (ISO)
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
NUMBER OF EXERCISABLE
SHARES EXERCISABLE PRICE
<S> <C> <C> <C> <C>
Outstanding December 31, 1996 184,000 - $ 12.00
Options granted 355,000 - 8.60
Options exercised - - -
Options cancelled/surrendered (191,000) - 11.90
----------------- ----------------- -----------------
Outstanding December 31, 1997 348,000 - 8.37
Options granted 154,500 - 5.53
Options exercised (5,000) - 6.75
Options cancelled/surrendered (47,728) - 7.77
----------------- ----------------- -----------------
Outstanding December 31, 1998 449,772 59,054 7.48
Options granted 3,000 - 4.75
Options exercised - - -
Options cancelled/surrendered (95,454) - 8.98
----------------- ----------------- -----------------
Outstanding December 31, 1999 357,318 85,559 7.31
----------------- ----------------- -----------------
</TABLE>
NON-QUALIFIED STOCK OPTIONS (NQ)
<TABLE>
<S> <C> <C> <C>
Outstanding December 31, 1996 - - -
Options granted 900,637 - 9.24
Options exercised - - -
Options cancelled/surrendered - - -
----------------- ----------------- -----------------
Outstanding December 31, 1997 900,637 177,502 9.24
Options granted 55,400 - 11.29
Options exercised - -
Options cancelled/surrendered (45,606) - 8.91
----------------- ----------------- -----------------
Outstanding December 31, 1998 910,431 311,834 9.38
Options granted - - -
Options exercised - - -
Options cancelled/surrendered (260,279) - 8.50
----------------- ----------------- -----------------
Outstanding December 31, 1999 650,152 248,981 9.73
----------------- ----------------- -----------------
</TABLE>
F-17
<PAGE> 54
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 10
- --------------------------------------------------------------------------------
Options outstanding as of December 31, 1999 were as follows:
<TABLE>
<CAPTION>
EXERCISE NUMBER EXPIRATION NUMBER
PRICE TYPE OF SHARES DATE EXERCISABLE
-------------- ----------- ---------------- ------------------------- ----------------
<S> <C> <C> <C> <C> <C>
$ 4.75 ISO 3,000 May 25, 2009 -
5.375 ISO 150,500 December 15, 2008 30,100
8.50 ISO 146,343 September 3, 2007 33,269
8.50 NQ 185,037 September 8, 2007 74,015
8.50 NQ 86,582 September 3, 2007 34,633
9.35 ISO 53,475 September 3, 2007 21,390
10.00 NQ 33,733 January 2, 2008 6,747
10.50 NQ 323,133 November 1, 2007 129,253
11.00 NQ 5,000 January 1, 2008 1,000
11.375 ISO 4,000 May 5, 2008 800
14.00 NQ 16,667 March 1, 2008 3,333
</TABLE>
(11) STOCK OPTION COMPENSATION EXPENSE
The Company accounts for stock options according to APB No. 25 (Accounting
for Stock Issued to Employees), under which no compensation expense has
been recognized at the time of grant. Had compensation cost for the
Company's stock options been determined based on fair values at the grant
date consistent with SFAS. No. 123 (Accounting for Stock Based
Compensation), the Company's net income (loss) and diluted earnings (loss)
per share for 1999, 1998 and 1997 would have been reduced to the pro forma
amounts of ($1,532,059) and ($.35), ($165,196) and ($.03), and $694,700 and
$0.19, respectively. The fair values of the options granted are estimated
on the date of grant using the Black-Scholes option pricing model with
assumptions of a risk-free interest rate of 6%, expected lives of 2-6 years
and expected volatility of 55% to 62% in all years. The weighted average
fair values of options granted in 1999, 1998 and 1997 were $2.47, $7.05 and
$5.63, per share, respectively.
(12) ACQUISITIONS
In 1998 and 1997 the Company completed the acquisitions of five PEO
businesses and four PEO businesses, respectively. These acquisitions were
accounted for by the purchase method of accounting. Total consideration
paid for these acquisitions was:
1998 1997
------------------ ------------------
Cash $ 2,048,000 $ 8,244,00
Company stock
Number of shares 141,007 1,278,817
Value $ 1,437,530 $12,729,000
Company stock options
Number of option shares - 176,037
Value $ - $ 528,000
F-18
<PAGE> 55
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 11
- -------------------------------------------------------------------------------
The purchase price was allocated to the assets acquired based on their
relative fair market values with the excess allocated to goodwill. At
December 31, 1999, 4,166 shares of TEAM America Corporation common stock
were contingently issuable for acquisitions completed in 1998 and 1997 and
were not included in the total shares outstanding or in the consideration
paid for the acquisitions.
In connection with an acquisition completed in October 1997, the price of
68,468 shares of common stock was guaranteed at $10.25 per share for a one
year period from October 1998 to October 1999. In 1998 the company advanced
$280,727 to the holder of 27,388 shares subject to this guarantee. The
advance is secured by the shares. Amounts advanced in 1998 have been offset
against shareholders' equity. In 1999 the Company was obligated to pay the
holder of the remaining 41,080 shares the difference between $10.25 and the
price realized upon sale of the shares. This resulted in total payments of
$246,896 during 1999.
The purchase price for an acquisition completed in 1998 is to be based upon
a multiple of gross profit realized from the acquired business in 1999. The
initial payment of $440,000 made in December 1998 has been recorded as
goodwill. The remainder of the purchase price will be recorded as
additional goodwill after the results of the acquired entities are known.
The balance of the purchase price will be due in two equal installments
payable in 2000 and 2001.
The results of operations of the acquired businesses have been included in
the Company's results from the acquisition date. The following table
presents condensed pro forma operating results as if the businesses had
been acquired as of January 1 of the immediately preceding year. These
results are not necessarily an indication of the operating results that
would have occurred had the Company actually operated the businesses during
the periods indicated. Amounts except per share amounts are in $ thousands.
1998 1997
(UNAUDITED) (UNAUDITED)
----------------- ---------------
Revenues $ 357,882 $ 269,387
Net income (loss) 496 (1,077)
Earnings (loss) per share
Basic .10 (.23)
Diluted .10 (.23)
(13) CONTINGENCIES
The Internal Revenue Service ("IRS") is conducting a Market Segment Study,
focusing on selected PEOs (not including the Company), in order to examine
the relationships among PEOs, worksite employees and owners of client
companies. The Company has limited knowledge of the nature, scope and
status of the Market Segment Study because it is not a part thereof and the
IRS has not publicly released any information regarding the study to date.
In addition, the Company's 401(k) retirement plan (the "Plan") was audited
for the year ended December 31, 1992, and, as part of that audit the IRS
regional office has asked the IRS national office to issue a Technical
Advice Memorandum ("TAM") regarding whether or not the Company is the
employer for benefit plan purposes. The Company has stated its position in
a filing with the IRS that it is the employer for benefit plan purposes.
F-19
<PAGE> 56
TEAM AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements 12
- -------------------------------------------------------------------------------
If the IRS concludes the PEOs are not "employers" of certain worksite
employees for purposes of the Code as a result of either the Market Segment
Study or the TAM, then the tax qualified status of the Plan could be
revoked and its cafeteria plan may lose its favorable tax status. The loss
of qualified status for the Plan and the cafeteria plan could increase the
Company's administrative expenses, and thereby, materially adversely affect
the Company's financial condition and result of operations.
The Company is unable to predict the timing or nature of the findings of
the Market Segment Study, the timing or conclusions of the TAM, and the
ultimate outcome of such conclusions or findings. The Company is also
unable to predict the impact, which the foregoing will have on the
Company's administrative expenses, and the Company's resulting exposure.
The Company is a defendant in a purported class action lawsuit, which
alleges that by entering into the Agreement and Plan of Merger to be
acquired by KRG Capital Partners, LLC, the Company deprived shareholders of
their equity interest in the Company at a grossly unfair price. On December
21, 1999, the Company filed a motion to dismiss the lawsuit and are
awaiting a ruling on that motion. The Company believes it acted in the best
interest on the shareholders' and plans to vigorously defend against the
action.
The Company has ongoing litigation matters pertaining to worksite employees
in the ordinary course of business which management believes will not have
a material adverse effect on the results of operations or financial
condition of the Company.
(14) SALE OF COMPANY
On February 7, 2000, the Company signed a definitive Agreement and Plan of
Merger to be acquired by Global Employment Solutions, Inc. On April 13,
2000, this agreement was terminated. As a result of the termination,
Mucho.com, a corporation controlled by a former officer and director of the
Company, made an offer to purchase all of the outstanding common stock of
TEAM America at a price of $6.75 per share, or approximately $29.4 million.
The Company's Board of Directors will review this new offer in light of
market conditions, its current strategic plan and other alternatives
available to the Company.
F-20
<PAGE> 57
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS OF
TEAM AMERICA CORPORATION AND SUBSIDIARIES:
We have audited in accordance with generally accepted auditing standards in the
United States the consolidated financial statements of TEAM America Corporation
and subsidiaries included in this Form 10-K, and have issued our report thereon
dated April 13, 2000. Our audits were made for the purposes of forming an
opinion on those statements taken as a whole. The schedule listed in the index
is the responsibility of the Company's management and is presented for purposes
of complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Columbus, Ohio,
April 13, 2000
<PAGE> 58
SCHEDULE II
<TABLE>
TEAM AMERICA CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>
BALANCE BALANCE
BEGINNING CHARGED TO AT END
OF PERIOD EXPENSE WRITE-OFFS OTHER OF PERIOD
--------- ---------- ---------- ----- ---------
<S> <C> <C> <C> <C> <C>
Description
- -----------
December 31, 1997
Allowance for doubtful accounts $ -- $ -- $ -- $50,000(1) $ 50,000
December 31, 1998
Allowance for doubtful accounts $50,000 $ -- $ -- $ -- $ 50,000
December 31, 1999
Allowance for doubtful accounts $50,000 $150,000 $ -- $ -- $200,000
</TABLE>
(1) Established in connection with the valuation of an acquired business.
<PAGE> 1
Exhibit 10.2
TEAM AMERICA CORPORATION
Executive Employment Agreement
------------------------------
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made
in Columbus, Ohio effective as of October 26, 1999 (the "Effective Date") by and
between TEAM AMERICA CORPORATION, an Ohio corporation (the "Company"), and KEVIN
T. COSTELLO, an individual residing in Dublin, Ohio (the "Executive"), who
hereby agree as hereinafter provided.
ss.1. Definitions. As used herein, the following terms shall
have the meanings set forth below.
"Agreement" shall have the meaning set forth in the
introductory paragraph hereof.
"Base Compensation" shall have the meaning set forth in ss.5
(a).
"Beneficial Owner" shall have the meaning set forth in ss.10
(e)(2).
"Benefit Plans" shall have the meaning set forth in ss.7 (a).
"Board of Directors" means the incumbent directors of the
Company as of the point in time reference thereto is made in this
Agreement.
"Cause" shall have the meaning set form in ss. 10 (b).
"Change in Control" shall have the meaning set forth in ss.10
(e)(2).
"Common Shares" means the common shares, without par value, of
the Company.
"Company" shall have the meaning set forth in the introductory
paragraph of this Agreement, and shall include Subsidiaries where
appropriate.
"Competitive Business" shall have the meaning set forth in
ss.9 (a).
"Confidential Information" shall the meaning set forth in ss.9
c.
"Disability" of the Executive means that, as a result of the
Executive's incapacity due to physical or mental illness, the Executive
shall have been absent from his duties on a full-time basis for six (6)
consecutive months, or for an aggregate of nine (9) months in any
consecutive 12-month period, and a physician selected by the Executive
is of the opinion that (a) he is suffering from "total disability" as
defined in the Company's disability insurance program or policy and (b)
he will qualify for Social Security Disability Payments and (c) within
30 days after written notice thereof is given by the Company to the
Executive (which notice may be given at any time after the end of such
six (6) or 12-month periods) the Executive shall not have returned to
the performance of his duties on a full-time basis. (If the Executive
is prevented from performing his duties because of Disability, upon
request by the Company the Executive shall submit to an examination by
a physician selected by the Company, at
<PAGE> 2
the Company's expense, and the Executive shall also authorize his
personal physician to disclose to the selected physician all of the
Executive's medial records.)
"Effective Date" shall have the meaning set forth in the
introductory paragraph of this Agreement.
"Employment Period" means the period commencing on the
Effective Date and ending on the Employment Termination Date.
Employment Termination Date" means the date the Employment
Period terminates as provided in ss.10.
"Executive" shall have the meaning set forth in the
introductory paragraph of this Agreement.
"Fiscal Year" means the fiscal year of the Company.
"Good Reason" shall have the meaning set forth in ss.10 (e).
"Group" shall have the meaning set forth in ss.10 (e)(2).
"Incentive Bonus Compensation" shall have the meaning set
forth in ss.5 (b).
"Notice of Termination" shall have the meaning set forth in
ss.10 (a) (1).
"Part of a group" shall have the meaning set forth in ss.10
(e)(2).
"Person" shall have the meaning set forth in ss.10 (e)(2).
"Restricted Period" shall have the meaning set forth in ss.9
(a).
"Sales Commissions" shall have the meaning set forth in ss.5
(c).
"Scheduled Employment Period" shall have the meaning set forth
in ss.2.
"Scheduled Employment Termination Date" means the last day of
the Scheduled Employment Period.
"Severance Payment" shall have the meaning set forth inss.10
(f) (1) (c)
"Subsidiaries" means wholly-owned subsidiaries of the Company.
ss.2. Employment and Term. The Company hereby employs the
Executive, and the Executive hereby accepts such employment by the
Company, for the purposes and upon the terms and conditions contained
in this Agreement. The term of such employment shall be for a period
(the :Scheduled Employment Period") of three (3) years commencing on
the Effective Date and, unless terminated in
2
<PAGE> 3
accordance with the provisions of this Agreement, on the first day of
each month during the term hereof, the remaining term of this Agreement
shall be automatically extended for one additional month.
ss.3. Employment Capacity and Duties. The Executive shall be
employed throughout the Employment Period as the President and Chief
Executive Officer of the Company. The Executive shall have the duties
and responsibilities incumbent with the positions of President and
Chief Executive Officer of the Company. Accordingly, and not by way of
limitation, as President and Chief Executive Officer of the Company,
the Executive shall superintend and manage the business of the Company
and coordinate and supervise the work of its other officers and employ,
direct, fix the compensation of, discipline and discharge its
personnel, employ agents, professional advisors and consultants and
perform all functions of a general manager of the Company's business.
The Company agrees that it will not, without the Executive's written
consent, relocate its principal executive offices to a location outside
the greater Columbus, Ohio area or require the Executive to be based
anywhere other than the Company's principal executive offices, except
for required travel on the Company's business to an extent
substantially consistent with present travel obligations.
ss.4. Executive Performance Covenants. The Executive accepts
the employment described in ss.3 and agrees to devote his full working
time and efforts (except for absences due to illness and appropriate
vacations) to the business and affairs of the Company and the
performance of the aforesaid duties and responsibilities. Nothing in
this Agreement, however, shall preclude the Executive from devoting a
reasonable amount of his time and efforts to civic, community,
charitable, professional and trade association affairs and matters.
ss.5. Compensation. The Company shall pay to the Executive,
for his services hereunder, the compensation hereinafter provided in
thisss.5. Such compensation shall be paid to the Executive at the times
and in the manner as provided below.
(a) Base Compensation. The Executive shall be paid "Base
compensation" for each Fiscal Year at an annual rate
of $215,000 in weekly equal installments. The Base
Compensation may be increased (but may not be
decreased) at any time or from time to time by action
of the Board of Directors. The Base compensation
shall be pro-rated for any Fiscal Year hereunder
which is less than a full Fiscal Year. Any increase
in the Base Compensation shall not serve to limit or
reduce any other obligation of the Company hereunder.
(b) Incentive Bonus Compensation. The Executive shall be
paid "Incentive Bonus Compensation" for each Fiscal
Year in an amount to be determined by the Company's
Board of Directors based upon such factors as the
Board of Directors in its discretion shall deem
appropriate, including, without limitation, the
Company's results of operations and financial
condition and the Executive's performance during the
Fiscal Year.
(c) Sales commissions. The Executive shall be paid "Sales
Commissions" monthly in arrears in an amount equal to
two and one-half per cent (2 1/2%) of the Company's
fee income from its offices in the Eastern region.
3
<PAGE> 4
ss.6. Reimbursement of Expenses.The Company shall reimburse
the Executive for his reasonable expenses incurred in providing
services to the Company, including expenses for travel, entertainment
and similar items, in accordance with the Company's reimbursement
policies as determined from time to time by the Board of Directors. If
there is a dispute as to the eligibility of an expense for
reimbursement in accordance with the company's reimbursement policies,
then such expense shall be determined to be reimbursable if approved by
a majority of the Board of Directors.
ss.7. Employee Benefits: Vacations; Retirement. During the
Employment Period, the Executive shall receive the benefits and enjoy
the perquisites described below:
(a) Benefit Plans. The Company shall continue in
effect any perquisite, benefit or compensation plan (in addition to the
compensation provided for in ss.5) including its 401(k) plan, medical
insurance plan, life insurance plan, health and accident plan and
disability plan in which the Executive is currently participating, or
to maintain plans providing substantially similar benefits
(collectively referred to as the "Benefit Plans"); provided, however,
that the Company may make modifications in the Benefit Plans so long as
such modifications (I) are generally applicable to all salaried
employees of the Company and (ii) do not discriminate against the
Executive or other highly-compensated employees of the Company.
(b) Vacations. The Executive shall be entitled in
each Fiscal Year to a vacation of six weeks (30 working days), during
which time his compensation shall be paid in full, and such holidays
and other non-working days as are consistent with the policies of the
Company for executives generally.
(c) Retirement. The Company agrees to maintain one or
more life insurance policies on the life of the Executive in an
aggregate amount sufficient to pay the Executive's heirs at least
$110,000 per year for 15 years in the event that the Executive dies
prior to his retirement. No such benefit will be paid in the event that
the Executive dies after his retirement. In addition, upon the
Executive's retirement on or after his sixty-fifth birthday, the
Company shall pay the Executive an amount calculated to be equal to the
maximum loan available from such insurance policy which will not cause
such insurance policy to lapse prior to the Executive's life
expectancy. Thereafter, such amount shall be recalculated on an annual
basis and the Company will pay the Executive any increase in such
amount.
(d) Country Club Membership. The Company agrees to
maintain a country club membership for the Executive at The Country
Club at Muirfield Village or at such other country club as the Company
and the Executive shall mutually agree. Upon termination of this
Agreement for any reason, the Company shall immediately assign and
transfer the membership to the Executive.
(e) Company Car. The Company agrees to provide the
Executive with the use of a leased luxury car of a current year model
at the time the lease was entered into, and, upon the expiration of any
such lease, to enter into a new lease for a comparable model and year
as the expiring lease.
(f) Time Share Condominium The Company agrees to
provide the Executive with use of its time share condominium located in
Florida for a period of two (2) weeks each year.
4
<PAGE> 5
ss.8 Company Life Insurance. At any time during the Employment
Period, the Company may, in its discretion, apply for and procure as
owner and for its own benefit, life and/or disability insurance on the
Executive, in such amounts and in such form or forms as the Company may
determine. The Executive shall have no right to any interest in any
such policy or policies, but he shall, at the request of the Company,
submit to such medical examinations, supply such information and
execute such applications, instruments and other documents as
reasonably may be required by the insurance company or companies to
whom the Company has applied for such insurance. All the costs and
expenses of such medical examination shall be paid by the Company. The
Executive shall be entitled to a copy of all reports and other
information provided to the company in connection with any examination
referred to in this ss.8. Any failure to pass any such medical
examination or to meet any health criteria or medical standard shall
not of itself be cause for termination of the Employment Period by the
Company.
ss.9. Certain Company Protection Provisions. The below
provisions apply for the protection of the Company.
(a) Non-competition. During the Restricted Period (as
hereinafter defined), the Executive shall not directly or indirectly
compete with the Company by owning, managing, controlling or
participating in the ownership, management or control of, or be
employed or engaged by or otherwise affiliated or associated with, any
Competitive Business in any state from which the Company derives more
than 10% or more of its total gross revenue at any time during the
Employment Period. Ownership of not more than 10% of the stock of any
publicly traded company shall not be deemed a violation of this
provision. As used herein, the term "Restricted Period" means the
Employment Period and a period of one (1) year thereafter. As used
herein, a "Competitive Business" is any other corporation, partnership,
proprietorship, firm, association or other business entity which is
engaged in the business of arranging with one or more client employers,
under written contract, to employ all or part of the work force for any
such client employer and to place those workers on a permanent basis
with the client employer.
(b) Non-Interference.During the Restricted Period, the
Executive shall not induce or solicit any employee of the Company or
any person doing business with the Company to terminate his or her
employment or business relationship with the Company or otherwise
interfere with any such relationship.
(c) Confidentiality. The Executive agrees and acknowledges
that, by reason of the nature of his duties as an officer and employee,
he will have or may have access to and become informed of confidential
and secret information which is a competitive asset of the Company
("Confidential Information"), including without limitation any lists of
client organizations or worksite employees, financial statistics,
research data or any other statistics and plans contained in profit
plans, capital plans, critical issue plans, strategic plans or
marketing or operation plans or other trade secrets of the Company and
any of the foregoing which belong to any person or company but to which
the Executive has had access by reason of his employment relationship
with the Company. The Executive agrees faithfully to keep in strict
confidence, and not, either directly or indirectly, to make known,
divulge, reveal, furnish, make available or use (except for use in the
regular course of his employment duties) any such Confidential
Information. The Executive acknowledges that all manuals, instruction
books, price lists, information and records and other information and
aids relating to the Company's
5
<PAGE> 6
business, and any and all other documents containing Confidential
Information furnished to the Executive by the Company or otherwise
acquired or developed by the Executive, shall at all times be the
property of the Company. Upon termination of the Employment Period, the
Executive shall return to the Company any such property or documents
which are in his possession, custody or control, but his obligation of
confidentiality shall survive such termination of the Employment Period
until and unless any such Confidential Information shall have become,
through no fault of the Executive, generally known to the trade. The
obligations of the Executive under this subsection are in addition to,
and not in limitation or preemption of, all other obligations of
confidentiality which the Executive may have to the Company under
general legal or equitable principles.
(d) Remedies. It is expressly agreed by the Executive and the
Company that these provisions are reasonable for purposes of preserving
for the Company its business, goodwill and proprietary information. It
is also agreed that if any provision is found by a court having
jurisdiction to be unreasonable because of scope, area or time, then
that provision shall be amended to correspond in scope, area and time
to that considered reasonable by a court and as amended shall be
enforced and the remaining provisions shall remain effective. In the
event of any breach of these provisions by the Executive, the parties
recognize and acknowledge that a remedy at law will be inadequate and
the Company may suffer irreparable injury. The Executive acknowledges
that the services to be rendered by him are of a character giving them
peculiar value, the loss of which cannot be adequately compensated for
in damages; accordingly, the Executive consents to injunctive and other
appropriate equitable relief upon the institution of proceedings
therefor by the Company in order to protect the Company's rights. Such
relief shall be in addition to any other relief to which the company
may be entitled at law or in equity.
(e) Termination. If the Executive's employment is terminated
by the Company other than by reason for cause pursuant to ss.10 (b) or
of his disability pursuant to ss.10(c), death pursuant to ss.10 (d) or
voluntary resignation pursuant to ss.10(e) (2), the provisions of
ss.9(a) shall also terminate.
ss.10. TERMINATION OF EMPLOYMENT.
(a) Notice of Termination: Employment Termination Date.
(1) Any termination of the Executive's
employment by the Company or the Executive
shall be communicated by written Notice of
Termination to the other party thereto. For
purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall
indicate the specific termination provision
in this Agreement relied upon and shall set
forth in reasonable detail the facts and
circumstances claimed to provide a basis for
termination under the provision so
indicated. Furthermore, either the Executive
or the Company may give a Notice of
Termination to the other party for the
purpose of terminating this Agreement, as
such, without terminating the Executive's
employment with the Company, which Notice of
Termination shall have the effect of
terminating this Agreement on the Scheduled
Employment Termination Date as in effect on
the date of giving such Notice of
Termination. From and after the giving of a
Notice of Termination pursuant to thisss.10
(a) (1) through the Scheduled Termination
Date, all of the terms and provisions of
this Agreement shall remain in full force
and effect.
6
<PAGE> 7
(2) "Employment Termination Date" shall mean the
date on which the Employment Period and the
Executive's right and obligation to perform
employment services for the Company shall
terminate effective upon the first to occur
of the following, it being understood that
in no event may the Employment Period be
terminated other than as the result of one
of the following events:
(A) If the Executive's employment is terminated
for Disability, the date which is thirty
(30) days after Notice of Termination is
given (provided that the Executive shall not
have returned to the performance of his
duties on a full-time basis during such
thirty (30) day period):
(B) If the Executive's employment is terminated
by the Executive for Good Reason or
otherwise by voluntary action of the
Executive (see ss.10 (e), the date specified
in the Notice of Termination, which date
(except with the written consent of the
Company to the contrary shall be not more
than sixty (60) days after the date that the
Notice of Termination is given;
(C) The death of the Executive;
(D) If the Executive's employment is terminated
by the Company for Cause (seess.10 (b) (1)),
the date on which a Notice of Termination is
given; provided that if within thirty (30)
days after any Notice of Termination is
given the party receiving such notice of
Termination notifies the other party that a
dispute exists concerning the termination,
the Employment Termination Date shall be the
date on which the dispute is finally
determined, either by mutual written
agreement of the parties, by a binding and
final arbitration award or by a final
judgment, order or decree of a court of
competent jurisdiction (the time for appeal
therefrom having expired and no appeal
having been perfected); and
(E) If the Executive's employment is terminated
by the Company other than for Cause,
Disability or death of the Executive, the
date specified in the Notice of Termination
which date (except with the written consent
of the Executive to the contrary) shall be
at least three (3) years after the date that
the Notice of Termination is given.
(b) Termination for Cause.
(1) The Company may terminate the Executive's
employment and the Employment Period for
Cause. For the purposes of this Agreement,
the Company shall have "Cause" to terminate
employment hereunder only (A) if termination
shall have been the result of an act or acts
of misconduct materially injurious to the
Company, monetarily or otherwise, or (B)
upon the wilful and continued failure by the
Executive substantially to perform his
duties with the Company (other than any such
failure resulting from incapacity due to
mental or physical illness) after a demand
in writing for substantial performance is
delivered by the Board which
7
<PAGE> 8
demand specifically identifies the manner in
which the Board believes that the Executive
has not substantially performed his duties,
and such failure results in demonstrably
material injury to the Company. The
Executive's employment shall in no event be
considered to have been terminated by the
Company for Cause if such termination took
place as the result of (I) bad judgment or
negligence, or (ii) any act or omission
without intent of gaining therefrom directly
or indirectly a profit to which the
Executive was not legally entitled, or (iii)
any act or omission believed in good faith
to have been in or not opposed to the
interests of the Company, or (iv) any act or
omission in respect of which a determination
is made that the Executive met the
applicable standard of conduct prescribed
for indemnification or reimbursement or
payment of expenses under the Amended Code
of Regulations of the Company or the laws of
the State of Ohio, in each case, as in
effect at the time of such act or omission.
The Executive shall not be deemed to have
been terminated for Cause unless and until
there shall have been delivered to him a
copy of a resolution duly adopted by the
affirmative vote of not less than three
quarters of the entire membership of the
Board of Directors at a meeting of the Board
of Directors called and held for the purpose
(after not less than 30 days' written notice
to the Executive and an opportunity for him,
together with his counsel, to be heard
before the Board of Directors, such notice
of meeting to indicate the specific
termination provision of this Agreement
relied upon and specify in reasonable detail
the facts and circumstances claimed to
provide a basis for termination under the
provision so indicated), finding that in the
good faith opinion of the Board of Directors
the Executive was guilty of conduct set
forth above in clauses (A) or (B) of the
second sentence of this paragraph and
specifying the particulars thereof in
detail.
(2) If the Executive's employment shall be
terminated for Cause, the Company shall pay
the Executive within ten (10) days of such
termination, his unpaid Sales commissions
and Base Compensation through the Employment
Termination Date at the rate in effect at
the time Notice of Termination is given.
(c) Termination for Disability. The Company may terminate the
Executive's employment because of the Disability of the Executive and
thereafter shall pay to the Executive (or his successors) his unpaid
Sales Commissions and Base Compensation through the sixth full month
following the Employment Termination Date at the then effective rate.
In addition, the Executive shall be entitled to the amounts and
benefits specified in Paragraphs (2) and (3) of ss.10 (f) of this
Agreement.
(d) Termination Upon Executive's Death.In the event of the Executive's
death, the Company shall pay to the Executive's estate any unpaid
amount of Sales Commissions and Base Compensation through the date of
death at the then effective rate.
8
<PAGE> 9
(e) Termination of Employment by the Executive.
(1) The Executive may terminate his employment for Good
Reason and receive the payments and benefits
specified in ss.10 (f) in the same manner as if the
Company had terminated his employment other than
pursuant to ss.10 (b), (c) or (d). For purposes of
this Agreement, "Good Reason" will exist if any one
or more of the following occur:
(A) Failure by the Company to honor any of its
obligations under this Agreement, including, without
limitation, its obligations underss.3 (Employment
Capacity and Duties).ss.4 (Executive Performance
Covenants),ss.5 (Compensation).ss.6 (Reimbursement of
expenses),ss.7 (Employee Benefits, Vacations, Life
Insurance),ss.11 (Indemnification) andss.12
(Successors and Assigns); or
(B) Any purported termination by the Company of
Executive's employment that is not effected pursuant
to a Notice of Termination satisfying the
requirements of ss.10 (a) above and, for purposes of
this Agreement, no such purported termination shall
be effective.
(2) The Executive shall have the right voluntarily to
terminate his employment if there is a Change in
Control of the Company.
For purposes of Section 10 (e)(2), a "Change in
Control" of the Company shall be deemed to have
occurred as of the first day that any one or more of
the following conditions shall have been satisfied:
(A) Any Person (other than a Person in control of the
Company as of the Effective date, or other than a
trustee or other fiduciary holding securities under
an employee benefit plan of the Company, or a company
owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as
their ownership of voting securities of the Company)
becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing a majority
of the combined voting power of the Company's then
outstanding securities;
(B) The stockholders of the Company approve: (i) a plan
of complete liquidation of the Company; or (ii) an
agreement for the sale or disposition of all or
substantially all the Company's assets; or (iii) a
merger, consolidation, or reorganization of the
Company with or involving any other corporation,
other than a merger, consolidation, or reorganization
that would result in the voting securities of the
Company outstanding immediately prior thereto
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity) at least a
majority of the combined voting power of the voting
securities of the Company (or such surviving entity)
outstanding immediately after such merger,
consolidation, or reorganization; or
(C) During any period of two consecutive years during the
term of this Agreement, individuals who at the
beginning of such period constitute the Company's
Board of Directors cease for any reason to constitute
at least a majority thereof, unless the election of
each director who was not a director at the beginning
of such period has been approved
9
<PAGE> 10
in advance by directors representing at least
two-thirds of the directors then in office who were
directors at the beginning of the period.
However, in no event shall a "Change in Control" be deemed to
have occurred, with respect to the Executive, if the Executive
is part of a purchasing group which consummates the Change in
Control transaction. The Executive shall be deemed "part of a
purchasing group" for purposes of the preceding sentence if
the Executive is an equity participant or has been identified
as a potential equity participant in the purchasing company or
group except for: (y) passive ownership of less than three
percent (3%) of the stock of the purchasing company; or (z)
ownership of equity participation in the purchasing company or
group which is otherwise not significant, as determined prior
to the Change in Control by a majority of the nonemployee
continuing directors.
For purposes of this definition of Change in Control, "Person"
shall have the meaning ascribed to such term in Section 3
(a)(9) of the Securities Exchange Act of 1934, and used in
Section 13 (d) and 14 (d) thereof, including a "group" as
defined in Section 13 (d) thereof, and "Beneficial Owner"
shall have the meaning ascribed to such term in Rule 13d-3 of
the General Rules and Regulations under the Securities
Exchange Act of 1934.
(f) Compensation Upon Certain Terminations.
(1) If the Company shall terminate the Executive's
employment other than pursuant to ss.10 (b), (c) or
(d), or if the Executive shall terminate his
employment for Good Reason pursuant to ss.10 (e)(1)
(but not a termination voluntarily by the Executive
other than for Good Reason under ss.10 (e)(2)), then:
(A) The Company shall continue to pay the Executive his
Sales commissions and Base compensation through the
Scheduled Employment Termination Date at the then
effective rate;
(B) The Company shall also pay all legal fees and
expenses incurred as a result of such termination
(including all such fees and expenses, if any,
incurred in contesting or disputing any such
termination, in seeking to obtain or enforce any
right or benefit provided by this Agreement, or in
interpreting this Agreement). The Company agrees, in
the event the Executive desires to relocate within
one (1) year after the Date of Termination, to pay
for (or reimburse) all reasonable moving expenses
incurred relating to a change of principal residence
in connection with such relocation and to indemnify
the Executive in connection with any loss he may
sustain in the sale of his primary residence;
(C) The Company shall also pay the Executive a "Severance
Payment" equal to $750,000, which amount shall be
paid to him in one lump sum within 30 days of the
Scheduled Employment Termination Date; and
(D) The Executive shall be under no obligation to seek
other employment and there shall be no offset against
any amounts due the Executive under this Agreement on
account of any
10
<PAGE> 11
remuneration attributable to any subsequent
employment that the Executive may obtain (any amounts
due under this ss.10 (f) are in the nature of
severance payments, or liquidated damages, or both,
and are not in the nature of a penalty).
(2) Unless the Executive is terminated for Cause, the
Company shall maintain in fullforce and effect, for
the Executive's continued benefit through the
Scheduled Employment Termination Date, all active and
retired Benefit Plans and other benefit programs or
arrangements in which he was entitled to participate
immediately prior to the Scheduled Employment
Terminate date (except as specified inss.7 (a) of
this Agreement), provided that continued
participation is possible under the general terms and
provisions of such plans and programs. In the event
that participation in any such plan or program is
barred, the company shall arrange to provide him with
benefits substantially similar to those which he is
entitled to receive under such plans and programs.
The Company shall transfer to the Executive any and
all life insurance and disability insurance policies,
provided, however, that the Executive assumes the
premiums on such insurance policies.
(3) Unless the Executive is terminated for Cause, the
Company shall allow the Executive, at the Company's
expense, to continue to utilize the services of
Arthur Andersen LLP and/or another accountant or
attorney of his choice for assistance in enforcing
this Agreement and preparation of his tax returns for
the year following termination of employment.
(4) In addition to the Executives rights under ss.10
(e)(2), if a "Change in Control" shall have occurred,
the Executive shall be entitled to the benefits
described below if his employment is terminated
following a Change in Control for Cause:
(A) The Company shall maintain for the
Executive's benefit until the later of (i)
24 months after termination of employment
following a Change in Control, or (ii) the
Scheduled Employment Termination Date, all
life insurance, medical, health and
accident, and disability plans or programs
and other perquisites listed inss.7 in which
the Executive shall have been entitled to
participate prior to termination of
employment following a Change in Control,
provided the Executive continued
participation is permitted under the general
terms of such plans and programs after the
Change in Control. In the event the
Executive's participation in any such plan
or program is not permitted, the company
will provide directly the benefits to which
the Executive would be entitled under such
plans and programs.
(B) All outstanding stock options issued to the
Executive shall become 100% vested and
exercisable in accordance with such
governing stock option agreements and plans.
(g) Compensation Upon Disability. During any period that the Executive
fails to perform his duties hereunder as a result of incapacity due to
physical or mental illness, he shall continue to receive
11
<PAGE> 12
his full Sales Commissions and Base Compensation at the rate then in
effect all until this agreement is terminated pursuant to ss.10 (c)
hereof. Thereafter, his benefits shall be determined in accordance with
the Company's Benefit Plans.
ss.11. Certain Tax Matters
(a) Optional Right of Partial Disclaimer.
It is recognized that under certain circumstances:
(1) Payments or benefits provided to the Executive under this
Agreement and/or under the Company" 1996 Incentive Stock Plan
might give rise to an ""excess parachute payment: within the
meaning of Section 280G of the Internal Revenue Code of 1986,
or any successor provision thereof.
(2) It might be beneficial to the Executive to disclaim some
portion of the payment or benefit in order to avoid such
"excess parachute payment" and thereby avoid the imposition of
an excise tax resulting therefrom.
(3) Under such circumstances it would not be to the
disadvantage of the Company to permit the Executive to
disclaim any such payment or benefit in order to avoid the
"excess parachute payment" and the excise tax resulting
therefrom.
Accordingly, the Executive may, at the Executive's option,
exerciseable at any time or from time to time, disclaim any entitlement to any
portion of the payment or benefits arising under this Agreement which would
constitute "excess parachute payments," and it shall be the Executive's choice
as to which payments or benefits shall be so surrendered, if and to the extent
that the Executive exercises such option, so as to avoid "excess parachute
payments."
(b) Additional Payments.
(1) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined
(as hereafter provided) that any payment or
distribution to or for the executive's benefit,
whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement
or otherwise pursuant to or by reason of any other
agreement, policy, plan, program or arrangement
(including without limitation the 1996 Incentive
Stock Plan or other similar agreement)or similar
right (a "Payment"), would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue
Code of 1986 (or any successor provision thereto), or
any interest or penalties with respect to such excise
tax (such excise tax, together with any such interest
and penalties, are hereafter collectively referred to
as the "Excise Tax"), then the Executive shall be
entitled to receive an additional payment or payments
(a "Gross-Up Payment") in an amount such that, after
payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such
taxes), including any Excise Tax, imposed upon the
Gross-Up Payment, the Executive retains an amount of
the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments.
12
<PAGE> 13
(2) Subject to the provisions ofss.11 (b) (5), all
determinations required to be made under this
Sectionss.11 (b), including whether an Excise Tax is
payable by the Executive, the amount of such Excise
Tax, whether a Gross-Up Payment is required, and the
amount of such Gross-Up Payment, shall be made by
Arthur Andersen LLP or another nationally recognized
accounting firm or law firm selected by the Executive
in the Executive's sole discretion (the "Firm"). The
Executive agrees to direct the Firm to submit its
determination and detailed supporting calculations to
both the Executive and the Company as promptly as
practicable. If the Firm determines that any Excise
Tax is payable by the Executive and that a Gross-Up
Payment is required, then the Company shall pay the
Executive the required Gross-Up Payment within ten
business days after receipt of such determination and
calculations. If the Firm determines that no Excise
Tax is payable by the Executive, then it shall, at
the same time as it makes such determination, furnish
the Executive with an opinion that the Executive has
substantial authority not to report any Excise Tax on
the Executive's federal income tax return. Any
determination by the Firm as to the amount of the
Gross-Up Payment shall be binding upon the Executive
and the Company. As a result of the uncertainty in
the application of Section 4999 of the Internal
Revenue Code of 1986 (or any successor provision
thereto) at the time of the initial determination by
the Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company
should have been made (an "Underpayment"). In the
event that the Company exhausts its remedies pursuant
toss.11 (b)(5) hereof and the Executive thereafter is
required to make a payment of any Excise Tax, the
Executive may direct the Firm to determine the amount
of the Underpayment (if any) that has occurred and to
submit its determination and detailed supporting
calculations to both the Executive and the Company as
promptly as possible. Any such Underpayment shall be
promptly paid by the Company to the Executive, or for
the executive's benefit, within ten business days
after receipt of such determination and calculations.
(3) The Executive and the Company shall each provide the
Firm access to and copies of any books, records and
documents in the possession of the Company or the
Executive as the case may be, reasonably requested by
the Firm, and otherwise cooperate with the Firm in
connection with the preparation and issuance of the
determination contemplated by ss.11 (b) (2) hereof.
(4) The fees and expenses of the Firm for its services in
connection with the determinations and calculations
contemplated by ss.11 (b) (2) hereof shall be borne
by the Company. If such fees and expenses are
initially paid by the Executive, then the Company
shall reimburse the Executive the full amount of such
fees and expenses within ten business days after
receive from the Executive of a statement therefor
and reasonable evidence of the Executive's payment
thereof.
(5) The Executive agrees to notify the Company in writing
of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Company
of a Gross-Up Payment. Such notification shall be
given as promptly as practicable but no later than
ten business days after the Executive actually
receives notice of such claim. The executive agrees
to further apprise the Company of the nature of such
claim and the date on which such claim is requested
to be paid (in each case, to the extent known by the
Executive). The Executive agrees not to pay such
claim prior to the earlier of (a) the expiration of
the 30-
13
<PAGE> 14
calendar-day period following the date on which the
Executive gives such notice to the Company and (b)
the date that any payment with respect to such claim
is due. If the Company notifies the Executive in
writing at least five (5) business days prior to the
expiration of such period that it desires to contest
such claim, then the Executive agrees to:
(a) provide the Company with any written records
or documents in the Executive's possession
relating to such claim reasonably requested
by the Company;
(b) take such action in connection with
contesting such claim as the Company shall
reasonably request in writing from time to
time, including without limitation accepting
legal representation with respect to such
claim by an attorney competent in respect of
the subject matter and reasonably selected
by the Company;
(c) cooperate with the Company in good faith in
order effectively to contest such claim; and
(d) permit the Company to participate in any
proceedings relating to such claim;
provided, however, that the Company shall
bear and pay directly all costs and expenses
(including interest and penalties) incurred
in connection with such contest and shall
indemnify and hold the Executive harmless,
on an after-tax basis, from and against any
Excise Tax or income tax, including interest
and penalties with respect thereto, imposed
as a result of such representation and
payment of costs and expenses. Without
limiting the foregoing provisions of
thisss.11 (b) (5), the Company shall control
all proceedings taken in connection with the
contest of any claim contemplated by
thisss.11 (b) (5) and, at its sole option,
may pursue or forego any and all
administrative appeals, proceedings,
hearings and conferences with the taxing
authority and all in respect of such claim
(provided, however, that the Executive may
participate therein at the Executive's own
cost and expense) and may, at its option,
either direct the Executive to pay the tax
claimed and sue for a refund or contest the
claim in any permissible manner, and the
Executive agrees to prosecute such contest
to a determination before any administrative
tribunal, in a court of initial jurisdiction
and in one or more appellate courts, as the
Company shall determine; provided, however,
that if the Company directs the Executive to
pay the tax claimed and sue for a refund,
the Company shall advance the amount of such
payment to the Executive on an interest-free
basis and shall indemnify and hold the
Executive harmless, on an after-tax basis,
from any Excise Tax or income tax, including
interest or penalties with respect thereto,
imposed with respect to such advance; and
provided further, however, that any
extension of the statue of limitations
relating to payment of taxes for the
Executive's taxable year with respect to
which the contested amount is claimed to be
due is limited solely to such contested
amount. Furthermore, the Company's control
of any such contested claim shall be limited
to issues with respect to which a Gross-Up
Payment would be payable hereunder and the
Executive shall be entitled to settle or
contest, as the case may be, any other issue
raised by the Internal Revenue Service or
any other taxing authority.
(6) If, after the receipt by the Executive of an amount
advanced by the Company pursuant to ss.11 (b) (5) hereof, the
Executive receives any refund with respect to such claim, the
Executive agrees (subject to the Company's complying with the
requirements of ss.11 (b) (5) hereof) to
14
<PAGE> 15
promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after any
taxes applicable thereto). If, after the Executive's receipt
of an amount advanced by the Company pursuant to ss.11 (b) (5)
hereof, a determination is made that the Executive is not
entitled to any refund with respect to such claim and the
Company does not notify the executive in writing of its intent
to contest such denial of refund prior to the expiration of 30
calendar days after such determination, then such advance
shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid
pursuant to this ss.11 (b).
ss.12 Indemnification. As an employee, officer and director of the
Company, the Executive shall be indemnified against all liabilities, damages,
fines, costs and expenses by the Company in accordance with the indemnification
provisions of the Company's Amended Code of Regulations as in effect on the date
hereof, and otherwise to the fullest extent to which employees, officers and
directors of a corporation organized under the laws of Ohio may be indemnified
pursuant to Section 1701.13(E) of the Ohio Revised Code, as the same may be
amended from time to time (or any subsequent statue of similar tenor and
effect), subject to the terms and conditions of such statute.
ss.13 Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Columbus, Ohio in accordance with the rules of the American Arbitration
Association then in effect; provided that all arbitration expenses shall be
borne by the Company. Notwithstanding the pendency of any dispute or controversy
concerning termination or the effects thereof, the Company will continue to pay
the Executive his full compensation in effect immediately before any Notice of
Termination giving rise to the dispute was given (including, but not limited to,
Base Salary, Sales Commissions and Incentive Bonus Compensation) and continue
him as a participant in all compensation, benefit and insurance plans in which
he was then participating, until the dispute is finally resolved. Judgment may
be entered on the arbitrators' award in any court having jurisdiction; provided,
however, that the Executive shall be entitled to seek specific performance of
his right to be paid until the Employment Termination Date during the pendency
of any dispute or controversy arising under or in connection with this
Agreement.
ss.14. Successors and Assigns. Except as hereinafter expressly
provided, the agreements, covenants, terms and provisions of this Agreement
shall bind the respective heirs, executors, administrators, successors and
assigns of the parties. Specifically, and not by way of limitation of the
foregoing, the Executive shall be bound by the terms and conditions of this
Agreement to any successor assignee of the Company's rights and obligations
hereunder as a result of any merger, consolidation or sale or lease of all or
substantially all of the Company's business and assets. If any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company fails,
concurrently with the effectiveness of any such succession, to agree in writing
in form and substance reasonably satisfactory to the Executive expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had
taken place, then the Executive shall have the right, effected by notice to such
successor not later than ninety (90) days after the effectiveness of such
succession, to terminate the Employment Period under ss.10 (e) as though such
failure was an uncured breach by the Company of a material covenant or agreement
of the Company contained in this Agreement.
15
<PAGE> 16
If the executive should die while any amounts are payable to him
hereunder, or if by reason of his death payments are to be made to him
hereunder, then this Agreement shall inure to the benefit of and be enforceable
by the Executive's executors, administrators, heirs, distributees, devisees and
legatees and all amounts payable hereunder shall then be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee or other
designee or, if there is no such designee, to his estate.
This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign or transfer this Agreement or
any rights or obligations hereunder, except as hereinbefore provided in this
ss.14. Without limiting the foregoing, the Executive's right to receive payments
hereunder shall not be assignable or transferable, whether by pledge, creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or distribution, and in the event of any attempted assignment or
transfer contrary to this paragraph the Company shall have no liability to pay
to the purported assignee or transferee any amount so attempted to be assigned
or transferred.
As used in this Agreement, the "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in the first
paragraph of this ss.14 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
ss.15 Notices. Any notice or other communication required or desired to
be given hereunder shall be in writing and shall be deemed sufficiently given
when personally delivered or when mailed by first class certified mail, return
receipt requested and postage prepaid, addressed to the parties at their
respective addresses set forth under their respective signatures below or such
other person or addresses as shall be given by notice of any party.
ss.16. Waiver: Remedies Cumulative. No waiver of any right or option
hereunder by any party shall operate as a waiver of any other right or option,
or the same right or option as respects any subsequent occasion for its
exercise, or of any legal remedy. No waiver by any party of any breach of this
Agreement or of any agreement or covenant contained herein shall be held to
constitute a waiver of any other breach or a continuation of the same breach.
All remedies provided by this Agreement are in addition to all other remedies by
it or the law provided.
ss.17. Governing Law: Severability. This Agreement is made and is
expected to be performed in Ohio, and the various terms, provisions, covenants
and agreements, and the performance thereof, shall be construed, interpreted and
enforced under and with reference to the laws of the State of Ohio. It is the
intention of the Company and the Executive to comply fully with all laws and
matters of public policy relating to employment agreements and restrictive
covenants, and this Agreement shall be construed consistently with such laws and
public policy to the extent possible. If and to the extent any one or more
covenants, agreements, terms and provisions of this Agreement or any portion or
portions thereof shall be held invalid or unenforceable by a court of competent
jurisdiction, then such covenants, agreements, terms and provisions (or portions
thereof) shall be deemed separable from the remaining covenants, agreements,
terms and provisions of this Agreement and such holding shall in no way affect
the validity or enforceability of any of the other covenants, agreements, terms
and provisions hereof.
16
<PAGE> 17
ss.18. Miscellaneous. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof.
This Agreement may not be modified, changed or amended except in a writing
signed by each of the parties hereto. This Agreement may be signed in multiple
counterparts, each of which shall be deemed an original hereof. The captions of
the several sections and subsections of this Agreement are not a part of the
context hereof, are inserted only for convenience in locating such sections and
subsections and shall be ignored in construing this Agreement.
IN WITNESS WHEREOF, the Company and the Executive have executed
multiple counterparts of this Agreement.
COMPANY: EXECUTIVE:
- -------- ----------
TEAM AMERICA CORPORATION
110 E. Wilson Bridge Road
Worthington, Ohio 43085
By: /s/ William W. Johnston /s/ Kevin T. Costello
------------------------------ ----------------------------------
William W. Johnston KEVIN T. COSTELLO, individually
Chairman of the Board of Directors Address: 5352 Dunniker Park Drive
Dublin, Ohio 43017
17
<PAGE> 1
Exhibit 21.1
SUBSIDIARIES OF THE REGISTRANT
------------------------------
TEAM America Corporation has the following subsidiaries, all of which are wholly
owned:
Ohio corporations:
TEAM America 5, Inc.
TEAM America 10, Inc.
TEAM America 12, Inc.
TEAM America of Orlando, Inc.
TEAM America of Ohio, Inc.
TEAM America Professional Employer, Inc.
TEAM America of California, Inc.
TEAM America of Texas, Inc.
TEAM America of Oregon, Inc.
TEAM America of Washington, Inc.
TEAM America Information Resources, Inc.
Columbus E.L., Inc.
Michigan corporations:
The Personnel Department, Incorporated
The Personnel Department of Metropolitan Detroit, Inc.
PTM Management Company, Incorporated
Indiana corporation:
The Personnel Department-Midwest, Inc.
Idaho corporation:
TEAM America West, Inc.
Mississippi corporation:
TEAM America Mid-South, Inc.
Tennessee corporation:
TEAM America of Tennessee, Inc.
Montana corporation:
TEAM America of Montana, Inc.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 10-K, into the Company's previously filed
Registration Statements File Nos. 333-47897 and 333-56195.
/s/ Arthur Andersen LLP
Columbus, Ohio
April 13, 2000
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
-----------------
Each of the undersigned directors and officers of TEAM America
Corporation (the "Corporation") whose signature appears below hereby appoints
Kevin T. Costello or Robert J. Tannous, or either of them, as his
attorney-in-fact to sign, in his or her name and behalf and in any and all
capacities stated below, and to cause to be filed with the Securities and
Exchange Commission, the Corporation's Annual Report on Form 10-K (the "Annual
Report") for the fiscal year ended December 31, 1999, and likewise to sign and
file any amendments, including post-effective amendments, to the Annual Report,
hereby granting unto such attorneys and each of them full power and authority to
do and perform in the name and on behalf of the undersigned, and in any and all
such capacities, every act and thing whatsoever necessary to be done in and
about the premises as fully as the undersigned could or might do in person,
hereby granting to such attorney-in-fact full power of substitution and
revocation, and hereby ratifying all that such attorney-in-fact or his
substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney in counterparts if necessary, effective as of March 22, 2000.
SIGNATURE TITLE
/s/Kevin T. Costello President, Chief Executive Officer
-------------------------- and Director
Kevin T. Costello (Principal Executive Officer)
/s/Thomas Gerlacher Chief Financial Officer
-------------------------- (Principal Financial and Accounting
Thomas Gerlacher Officer)
/s/William W. Johnston Chairman of the Board
--------------------------
William W. Johnston
/s/Charles F. Dugan II Director
--------------------------
Charles F. Dugan II
/s/Crystal Faulkner Director
--------------------------
Crystal Faulkner
/s/M.R. Swartz Director
--------------------------
M.R. Swartz
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TEAM AMERICA
CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER
31, 1999 AND 1998 TOGETHER WITH AUDITOR'S REPORT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 3087051
<SECURITIES> 0
<RECEIVABLES> 4612961
<ALLOWANCES> (200000)
<INVENTORY> 0
<CURRENT-ASSETS> 19692238
<PP&E> 3133311
<DEPRECIATION> (1488486)
<TOTAL-ASSETS> 47886375
<CURRENT-LIABILITIES> 19971842
<BONDS> 0
0
0
<COMMON> 28754931
<OTHER-SE> (1482901)
<TOTAL-LIABILITY-AND-EQUITY> 47886375
<SALES> 401940429
<TOTAL-REVENUES> 401940429
<CGS> 386217936
<TOTAL-COSTS> 15567030
<OTHER-EXPENSES> 400000
<LOSS-PROVISION> 150000
<INTEREST-EXPENSE> 113730
<INCOME-PRETAX> (543651)
<INCOME-TAX> 214375
<INCOME-CONTINUING> (758026)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (758026)
<EPS-BASIC> (.17)
<EPS-DILUTED> (.17)
</TABLE>
