<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended JULY 8, 2000
Commission file number 0-24990
WESTAFF, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1266151
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
301 LENNON LANE
WALNUT CREEK, CALIFORNIA 94598-2453
(925) 930-5300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Class Outstanding at August 22, 2000
---------- ------------------------------
<S> <C>
Common Stock, $.01 par value 15,819,199 shares
</TABLE>
<PAGE>
WESTAFF, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
July 8, 2000 and October 30, 1999 3
Condensed Consolidated Statements of Operations -
12 and 36 weeks ended July 8, 2000 and July 10, 1999 4
Condensed Consolidated Statements of Cash Flows -
12 and 36 weeks ended July 8, 2000 and July 10, 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in Securities 19
Item 3. Defaults upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WESTAFF, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
JULY 8, OCTOBER 30,
2000 1999
------------------- ------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,261 $ 3,048
Trade accounts receivable, less allowance for doubtful
accounts of $1,458 and $1,654 85,000 92,414
Due from licensees 5,259 4,993
Deferred income taxes 7,234 9,826
Net assets of discontinued operations 3,044 4,234
Other current assets 6,531 8,658
------------------- ------------------
Total current assets 114,329 123,173
Property, plant and equipment, net 21,107 23,671
Deferred income taxes 4,701 4,434
Intangible assets, net 35,398 37,238
Other long-term assets 2,182 2,314
------------------- ------------------
$ 177,717 $ 190,830
=================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 7,300 $ 11,000
Current portion of loans payable 3,000 3,100
Accounts payable and accrued expenses 45,746 48,917
Income taxes payable 334 303
------------------- ------------------
Total current liabilities 56,380 63,320
Loans payable 38,250 41,608
Other long-term liabilities 11,094 10,961
------------------- ------------------
Total liabilities 105,724 115,889
------------------- ------------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; authorized and unissued: 1,000 shares
Common stock, $.01 par value; authorized: 25,000 shares; issued: 15,948
shares at July 8, 2000 and October 30, 1999 159 159
Additional paid-in-capital 36,582 37,382
Retained earnings 38,101 38,795
Cumulative currency translation (1,972) (900)
------------------- ------------------
72,870 75,436
Less treasury stock at cost, 175 shares at July 8, 2000 and
72 shares at October 30, 1999 877 495
------------------- ------------------
Total stockholders' equity 71,993 74,941
------------------- ------------------
$ 177,717 $ 190,830
=================== ==================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
WESTAFF, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
12 WEEKS ENDED 36 WEEKS ENDED
--------------------------- ---------------------------
JULY 8, JULY 10, JULY 8, JULY 10,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales of services $ 149,139 $ 149,254 $ 444,397 $ 427,588
License fees 740 790 2,302 2,187
------------- ------------- ------------- -------------
Total sales of services and license fees 149,879 150,044 446,699 429,775
Costs of services 118,926 117,853 353,492 338,683
------------- ------------- ------------- -------------
Gross profit 30,953 32,191 93,207 91,092
Franchise agents' share of gross profit 4,091 4,045 11,764 11,045
Selling and administrative expenses 24,051 20,123 66,514 58,767
Depreciation and amortization 1,810 1,849 6,207 5,539
------------- ------------- ------------- -------------
Operating income from continuing operations 1,001 6,174 8,722 15,741
Interest expense 602 502 2,142 1,570
Interest income (90) (64) (213) (242)
------------- ------------- ------------- -------------
Income from continuing operations before income taxes 489 5,736 6,793 14,413
Provision for income taxes 193 2,222 2,683 5,693
------------- ------------- ------------- -------------
Income from continuing operations 296 3,514 4,110 8,720
Estimated loss on discontinued operations, net of income taxes (2,820) (4,135)
------------- ------------- ------------- -------------
Net income $ 296 $ 694 $ 4,110 $ 4,585
============= ============= ============= =============
Earnings (loss) per share:
Continuing operations:
Basic $ 0.02 $ 0.22 $ 0.26 $ 0.55
============= ============= ============= =============
Diluted $ 0.02 $ 0.22 $ 0.26 $ 0.55
============= ============= ============= =============
Discontinued operations:
Basic $ $ (0.18) $ $ (0.26)
============= ============= ============= =============
Diluted $ $ (0.18) $ $ (0.26)
============= ============= ============= =============
Net income:
Basic $ 0.02 $ 0.04 $ 0.26 $ 0.29
============= ============= ============= =============
Diluted $ 0.02 $ 0.04 $ 0.26 $ 0.29
============= ============= ============= =============
Weighted average shares outstanding - basic 15,829 15,843 15,874 15,863
============= ============= ============= =============
Weighted average shares outstanding - diluted 15,829 15,844 15,876 15,864
============= ============= ============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
WESTAFF, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(AMOUNTS IN THOUSANDS)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
36 WEEKS ENDED
------------------------------------
JULY 8, JULY 10,
2000 1999
----------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 4,110 $ 4,585
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation 4,533 3,832
Amortization of intangible assets 1,674 1,707
Provision for losses on doubtful accounts 2,972 1,446
Deferred income taxes 2,311 (6,887)
Gain on sale of assets (250)
Changes in assets and liabilities:
Trade accounts receivable 3,630 3,226
Due from licensees (266) (1,104)
Other assets 1,607 755
Accounts payable and accrued expenses (7,481) (11,792)
Income taxes payable 70 1,785
Other long-term liabilities 97 (98)
----------------- ----------------
Net cash provided by (used in) continuing operations 13,007 (2,545)
Net cash provided by discontinued operations 1,159 8,363
----------------- ----------------
Net cash provided by operating activities 14,166 5,818
----------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (2,648) (5,588)
Payments for intangibles and other investments (11) (1,094)
Proceeds from sale of assets 1,039
Investing activities of discontinued operations
Capital expenditures (48)
Proceeds from sale of assets 634
Payments on notes receivable 31
Other, net 104 75
----------------- ----------------
Net cash used in investing activities (1,485) (6,021)
----------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (repayments)borrowings under line of credit agreement (3,700) 4,200
Principal payments on loans payable (3,458) (3,044)
Repayment of note to related party (972)
Issuance of common stock 258 458
Repurchase of common stock (712) (675)
Payment for stock acquisition contingency (800)
----------------- ----------------
Net cash (used in) by financing activities (8,412) (33)
----------------- ----------------
Effect of exchange rate on cash (56) (217)
----------------- ----------------
Net change in cash and cash equivalents 4,213 (453)
Cash and cash equivalents at beginning of period 3,048 4,651
----------------- ----------------
Cash and cash equivalents at end of period $ 7,261 $ 4,198
================= ================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
WESTAFF, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of Westaff,
Inc. and its domestic and foreign subsidiaries (together, the Company), as
of and for the 12 and 36 week periods ended July 8, 2000 and July 10, 1999
are unaudited. Material intercompany accounts and transactions have been
eliminated.
In November 1998, the Company announced its plan to sell its medical
business, primarily operating through Western Medical Services, Inc.
(Western Medical), a wholly-owned subsidiary. As a result of this decision,
the medical operations are classified as discontinued operations and
presented as such in these Condensed Consolidated Financial Statements and
notes thereto.
The Condensed Consolidated Financial Statements, in the opinion of
management, reflect all adjustments, which are of a normal recurring
nature, necessary for a fair presentation of the financial position,
results of operations and cash flows for the periods presented.
Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting
principles, but which is not required for interim reporting purposes, has
been condensed or omitted. The accompanying condensed consolidated
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on
Form 10-K for the fiscal year ended October 30, 1999.
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.
The Company's fiscal year is a fifty-two or fifty-three week period ending
the Saturday nearest the end of October. For interim reporting purposes,
the first three fiscal quarters comprise twelve weeks each while the fourth
fiscal quarter consists of sixteen or seventeen weeks. The results of
operations for the 12 and 36 week periods ended July 8, 2000 are not
necessarily indicative of the results to be expected for the full fiscal
year or for any future period.
Certain amounts in the October 30, 1999 financial statements have been
reclassified to conform to the presentation adopted for July 8, 2000.
2. DISCONTINUED OPERATIONS
6
<PAGE>
WESTAFF, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------
In November 1998, the Company announced its decision to sell Western
Medical. Western Medical provided temporary health care personnel to serve
an array of home care and institutional health care needs, including
Medicare patients, through a network of geographically dispersed
Company-owned, franchise agent and licensed offices.
During the first and second quarters of fiscal 1999 the Company completed
the sale of certain of its franchise agent and Company-owned medical
offices and also entered into a termination agreement with one of its
medical licensees. During the fourth quarter of fiscal 1999, the Company
completed the sale of the remaining medical business. Under the terms of
the sale, the Company retained the trade and Medicare accounts receivable
and due from licensee balances. During fiscal 1999, the Company recorded
after-tax losses related to the medical operations of $6,611 or $0.42 per
share, primarily reflecting additional operating losses resulting from the
extended period required to close the sale, a reduction in the estimated
proceeds from the sale and additional reserves for trade and Medicare
accounts receivable and due from licensee balances.
Revenues of the medical operations were $10,017 and $33,972 for the 12 and
36 weeks ended July 10, 1999, respectively. Medical operations' revenues
are not included in sales of services and license fees as reported in the
Condensed Consolidated Statements of Operations. Summarized balance sheet
data for discontinued operations, which includes the trade and Medicare
accounts receivable and due from licensee balances to be retained by the
Company, is as follows:
<TABLE>
<CAPTION>
JULY 8, OCTOBER 30,
2000 1999
---------------- -----------------
(Unaudited)
<S> <C> <C>
Current assets (primarily receivables) $ 3,741 $ 5,588
Other assets 108
Current liabilities (684) (1,449)
Noncurrent liabilities (13) (13)
---------------- -----------------
Net assets of discontinued operations $ 3,044 $ 4,234
================ =================
</TABLE>
3. TERMINATION OF RECAPITALIZATION AGREEMENT
On May 3, 2000 the Company announced that a recapitalization agreement
signed on March 7, 2000 was terminated by mutual consent of all parties. In
connection with the termination, Michael K. Phippen, then President and
Chief Executive Officer, resigned and W. Robert Stover, Chairman of the
Board of Directors, assumed the position of interim President and Chief
Executive Officer. As a result of the recapitalization termination, the
Company
7
<PAGE>
WESTAFF, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------
incurred $638 in pre-tax charges during the second quarter of
fiscal 2000 and recorded additional pre-tax charges of $1,266 in the third
fiscal quarter ended July 8, 2000.
4. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
12 WEEKS ENDED 36 WEEKS ENDED
----------------------------- -----------------------------
JULY 8, JULY 10, JULY 8, JULY 10,
2000 1999 2000 1999
-------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Income from continuing operations $ 296 $ 3,514 $ 4,110 $ 8,720
-------------- -------------- ------------- --------------
Denominator for basic earnings per share -
weighted average shares 15,829 15,843 15,874 15,863
Effect of dilutive securities:
Stock options 1 2 1
-------------- -------------- ------------- --------------
Denominator for diluted earnings per share - adjusted
weighted average shares and assumed conversions 15,829 15,844 15,876 15,864
============== ============== ============= ==============
Basic earnings per share $ 0.02 $ 0.22 $ 0.26 $ 0.55
============== ============== ============= ==============
Diluted earnings per share $ 0.02 $ 0.22 $ 0.26 $ 0.55
============== ============== ============= ==============
Anti-dilutive weighted shares excluded from diluted
earnings per share 627 740 732 747
-------------- -------------- ------------- --------------
</TABLE>
Anti-dilutive weighted shares represent options to purchase shares of
common stock which were outstanding but were not included in the
computation of diluted earnings per share because the options' exercise
price was greater than the average market price of the common shares during
the period, and therefore the effect would be anti-dilutive.
5. COMPREHENSIVE INCOME
Comprehensive income consists of the following:
8
<PAGE>
WESTAFF, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
12 WEEKS ENDED 36 WEEKS ENDED
----------------------------- ----------------------------------
JULY 8, JULY 10, JULY 8, JULY 10,
2000 1999 2000 1999
-------------- -------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Net income $ 296 $ 694 $ 4,110 $ 4,585
Currency translation adjustments (397) (68) (1,071) (20)
-------------- -------------- ---------------- -----------------
Comprehensive income $ (101) $ 626 $ 3,039 $ 4,565
============== ============== ================ =================
</TABLE>
6. OPERATING SEGMENTS
<TABLE>
<CAPTION>
Domestic International Consolidated
--------------- ---------------- ----------------
<S> <C> <C> <C>
12 WEEKS ENDED JULY 8, 2000
Sales of services and license fees $ 128,260 $ 21,619 $ 149,879
Operating income from continuing operations $ 664 $ 337 $ 1,001
12 WEEKS ENDED JULY 10, 1999
Sales of services and license fees $ 128,553 $ 21,491 $ 150,044
Operating income from continuing operations $ 5,761 $ 413 $ 6,174
36 WEEKS ENDED JULY 8, 2000
Sales of services and license fees $ 378,776 $ 67,923 $ 446,699
Operating income from continuing operations $ 7,651 $ 1,071 $ 8,722
36 WEEKS ENDED JULY 10, 1999
Sales of services and license fees $ 369,531 $ 60,244 $ 429,775
Operating income from continuing operations $ 14,846 $ 895 $ 15,741
</TABLE>
7. STOCKHOLDERS' EQUITY
In July 1998 the Company acquired substantially all of the assets of The
Personnel Connection, Inc. Consideration for the acquisition consisted of
cash and common stock, with a contingent obligation to issue up to an
additional 100 shares of common stock dependent on the fair market value of
the Company's stock subsequent to the acquisition. On January 27,
9
<PAGE>
WESTAFF, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------
2000 the Company paid the selling parties $800 in lieu of issuing
additional shares, with an offsetting reduction in additional
paid-in-capital.
On May 5, 2000 the Company's Board of Directors approved the repurchase of
up to 1,000 shares of its outstanding common stock in the open market at
prevailing prices for use in the Company's employee stock purchase plan,
stock options plans and other corporate purposes. As of August 22, 2000,
the Company had repurchased 150 shares for aggregate cash consideration of
$712.
On June 20, 2000 the Company's Board of Directors declared a special cash
dividend of $0.30 per share of common stock payable to shareholders of
record as of July 5, 2000. The distribution, totaling $4,732, was paid on
July 18, 2000.
8. COMMITMENTS AND CONTINGENCIES
The Company is subject to claims and other actions arising in the ordinary
course of business. Some of these claims and actions have resulted in
lawsuits in which the Company is a defendant. Most significant legal
proceedings are related to matters covered by insurance. Major
contingencies are discussed below.
.
On March 9, 2000, Synergy Staffing, Inc. filed a complaint in the Superior
Court of the State of California for the County of Los Angeles. Included
among the defendants named in the case are the Company, all members of its
Board of Directors and one of the executive officers. The complaint
alleges, among other things, that the defendants fraudulently induced
plaintiffs to sell the assets of The Personnel Connection, Inc. The
plaintiff sought to have the court grant a jury trial, and award the
plaintiff compensatory and punitive damages and attorneys' fees and other
costs. The Company's petition for an order compelling arbitration has been
granted, the Superior Court lawsuit has been stayed and a demand for
arbitration has been made.
The Company believes that the lawsuit is without merit and that the outcome
of the arbitration proceeding will not have a material adverse effect on
its earnings, cash flow or financial position.
10
<PAGE>
WESTAFF, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
-------------------------------------------------------------------------------
The following discussion is intended to assist in the understanding and
assessment of significant changes and trends related to the results of
operations and financial condition of Westaff, Inc., together with its
consolidated subsidiaries. This discussion and analysis should be read in
conjunction with the Company's Condensed Consolidated Financial Statements and
Notes thereto included herein and with the Consolidated Financial Statements and
Notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended October 30, 1999.
In addition to historical information, this management's discussion and analysis
includes certain forward-looking statements regarding events and financial
trends that may affect the Company's future operating results and financial
position. These forward-looking statements include, but are not limited to,
statements regarding sales, acquisitions, gross margin, workers' compensation
costs, selling and administrative expenses, interest expense, income taxes,
capital expenditures, capital resources, management information systems and
medical operations. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
The forward-looking statements included herein are also subject to a number of
other risks and uncertainties that could cause the Company's actual results and
financial position to differ materially from those anticipated in the
forward-looking statements. Such risks and uncertainties include, but are not
limited to: demand for the Company's services, the competition within its
markets, the loss of a principal customer and the Company's ability to increase
the productivity of its existing offices, to control costs, to expand operations
and the availability of sufficient personnel. There are also risks and
uncertainties relating to the ability of the Company to complete the realization
of the remaining medical assets in a timely and cost effective manner. Due to
the foregoing factors, it is possible that in some future period the Company's
results of operations may be below the expectations of public market analysts
and investors. In addition, the Company's results of operations have
historically been subject to quarterly and seasonal fluctuations. Demand for
temporary staffing is historically highest in the fourth fiscal quarter, due
largely to the planning cycles of many of the Company's customers, and typically
lower in the first fiscal quarter, due, in part, to national holidays as well as
to plant shutdowns during and after the holiday season. These and other risks
and uncertainties related to the Company's business are described in detail in
the "Factors Affecting Future Operating Results" section of the Company's Annual
Report on Form 10-K for the fiscal year ended October 30, 1999.
OVERVIEW
The Company provides temporary staffing services primarily in suburban and rural
markets ("secondary markets"), as well as in the downtown areas of major urban
centers ("primary markets"), in the United States and selected international
markets. Through its network of Company-owned, franchise agent and licensed
offices, the Company offers a wide range of
11
<PAGE>
WESTAFF, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
-------------------------------------------------------------------------------
temporary staffing solutions, including replacement, supplemental and
On-Location programs to businesses and government agencies. The Company has
over 50 years of experience in the staffing industry and operates through
over 350 business services offices in 45 states, the District of Columbia and
five foreign countries.
The Company differentiates itself from other large temporary staffing companies
by focusing on recruiting and placing essential support personnel in secondary
markets. Essential support personnel often fill clerical, light industrial and
light technical positions such as word processing, data entry, reception,
customer service and telemarketing, warehouse labor, manufacturing, assembly and
lab assistance. These assignments can support either core or non-core functions
of the customer's business, but are always "essential" to daily operations.
The general level of economic activity and unemployment in the United States and
the countries in which the Company operates significantly affects demand for the
Company's staffing services. Companies use temporary staffing services to manage
personnel costs and staffing needs. When economic activity increases, temporary
employees are often added before full-time employees are hired. During these
periods of increased economic activity and generally higher levels of
employment, the competition among temporary staffing firms for qualified
temporary personnel is intense. There can be no assurance that during these
periods the Company will be able to recruit the temporary personnel necessary to
fill its customers' job orders in which case the Company's business, results of
operations, cash flows or financial condition may be adversely affected. As
economic activity slows, many companies reduce their utilization of temporary
employees before releasing full-time employees. In addition, the Company may
experience less demand for its services and more competitive pricing pressure
during periods of economic downturn. Therefore, any significant economic
downturn could have a material adverse effect on the Company's business, results
of operations, cash flows or financial condition.
RECENT DEVELOPMENTS
On May 3, 2000 the Company announced that a recapitalization agreement signed on
March 7, 2000 was terminated by mutual consent of all parties. In connection
with the termination, Michael K. Phippen, then President and Chief Executive
Officer, resigned and W. Robert Stover, Chairman of the Board of Directors,
assumed the position of interim President and Chief Executive Officer. As a
result of the recapitalization termination, the Company incurred $638,000 in
pre-tax charges during the second quarter of fiscal 2000 and recorded additional
pre-tax charges of $1.3 million in the third fiscal quarter ended July 8, 2000.
The Company's Board of Directors has begun the process to search for a new
Chief Executive Officer.
DISCONTINUED OPERATIONS
In November 1998, the Company announced its plan to sell its medical business,
primarily operating through Western Medical Services, Inc., a wholly-owned
subsidiary of the Company ("Western Medical"). As a result of this decision, the
Company has classified its medical operations as discontinued operations and,
accordingly, has segregated the net assets of the
12
<PAGE>
WESTAFF, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
-------------------------------------------------------------------------------
discontinued operations in the Condensed Consolidated Balance Sheets at July
8, 2000 and October 30, 1999 and the operating results and cash flows of the
discontinued operations in the Condensed Consolidated Statements of
Operations and Condensed Consolidated Statements of Cash Flows for the 12 and
36 weeks ended July 8, 2000 and July 10, 1999.
During the first and second quarters of fiscal 1999 the Company completed the
sale of certain of its franchise agent and Company-owned medical offices and
also entered into a termination agreement with one of its medical licensees.
During the fourth quarter of fiscal 1999, the Company completed the sale of the
remaining medical business. Under the terms of the sale, the Company retained
the trade and Medicare accounts receivable and due from licensee balances.
During fiscal 1999, the Company recorded after-tax losses related to the medical
operations of $6,611 or $0.42 per share, primarily reflecting additional
operating losses resulting from the extended period required to close the sale,
a reduction in the estimated proceeds from the sale and additional reserves for
trade and Medicare accounts receivable and due from licensee balances.
There can be no assurance that the Company will be able to complete the disposal
of the medical business and collection of the remaining trade and Medicare
accounts receivable and due from licensee balances on terms and costs similar to
those estimated by the Company. Should the actual costs or collections differ
materially from those estimated by management, the Company would record
additional losses (or gains) in future periods.
RESULTS OF CONTINUING OPERATIONS
FISCAL QUARTER ENDED JULY 8, 2000 COMPARED TO FISCAL QUARTER ENDED JULY 10, 1999
SALES OF SERVICES AND LICENSE FEES. Sales of services decreased $115,000, or
0.1%, for the fiscal quarter ended July 8, 2000 as compared to the fiscal
quarter ended July 10, 1999. The decrease resulted from a 3.4% decrease in
billed hours offset by a 3.2 % increase in average billing rates per hour.
The decrease in billed hours is primarily due to increasing competitive
pressures for the supply of temporary staff as a result of the low
unemployment rates in the current U.S. economy. The Company evaluates its
ability to increase billing rates on a customer by customer basis within the
current competitive market. Sales of services for the third quarter of fiscal
2000 decreased 0.2% for domestic business services and increased 0.6% for
international business services as compared to the third quarter of fiscal
1999. Continued declines in foreign currency exchange rates adversely affect
the international results as reported. Excluding the effect of these rate
fluctuations, sales of services increased 10.8% for international business
services for the fiscal 2000 quarter as compared to the fiscal 1999 quarter,
primarily attributable to new and increased business within existing offices
in Australia, the United Kingdom and Denmark.
License fees are charged to licensed offices based either on a percentage of
sales or of gross profit generated by the licensed offices. License fees
decreased $50,000 or 6.3%, for the fiscal quarter ended July 8, 2000 as compared
to the fiscal quarter ended July 10, 1999 primarily as a
13
<PAGE>
WESTAFF, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
-------------------------------------------------------------------------------
result of decreased sales and gross profits for licensed offices, which are
experiencing the same competitive pressures noted above.
COSTS OF SERVICES. Costs of services include hourly wages of temporary
employees, employer payroll taxes, state unemployment and workers' compensation
insurance and other employee-related costs. Costs of services increased $1.1
million, or 0.9%, for the fiscal quarter ended July 8, 2000 as compared to the
fiscal quarter ended July 10, 1999. Gross margin decreased from 21.5% in the
third quarter of fiscal 1999 to 20.7% in the third quarter of fiscal 2000,
partially due to higher workers' compensation costs, higher essential support
staff benefits and lower license fees. Additionally, the Company has expanded
its On-Location program and these accounts generally carry lower margins than
traditional service accounts. The Company will continue its efforts to improve
gross margin where feasible, however, within the current business climate, the
Company believes that there are fewer opportunities available to increase gross
margin, and, in some areas, the Company anticipates increased downward pressures
on margins due to competition. There can be no assurance that the Company will
be successful in either increasing or maintaining gross margin.
Workers' compensation costs were 3.6% of payroll for the fiscal quarter ended
July 8, 2000 as compared to 2.9% for the fiscal quarter ended July 10, 1999.
These costs tend to vary depending upon the mix of business between clerical
staffing and light industrial staffing. The Company currently estimates that the
accrual rates for workers' compensation costs will be in the range of 3.4% to
3.6% of direct labor for fiscal 2000. These rates will be evaluated throughout
the remainder of fiscal 2000 to ensure that they remain appropriate in light of
the Company's loss trends. There can be no assurance that the Company's programs
to control workers' compensation expenses will be effective or that loss
development trends will not require a charge to costs of services in future
periods to increase workers' compensation accruals.
FRANCHISE AGENTS' SHARE OF GROSS PROFIT. Franchise agents' share of gross profit
represents the net distribution paid to franchise agents based either on a
percentage of sales or of gross profit generated by the franchise agents'
operation. Franchise agents' share of gross profit increased $46,000, or 1.1%,
for the third quarter of fiscal 2000 as compared to the third quarter of fiscal
1999. As a percentage of sales of services and license fees, franchise agents'
share of gross profit was 2.7% in each of the third quarters of fiscal 2000 and
fiscal 1999.
SELLING AND ADMINISTRATIVE EXPENSES (INCLUDING DEPRECIATION AND AMORTIZATION).
Selling and administrative expenses increased $3.9 million, or 17.7%, for the
third quarter of fiscal 2000 as compared to the third quarter of fiscal 1999.
Included in the fiscal 2000 quarter are $1.3 million in pre-tax charges as a
result of the terminated recapitalization transaction discussed above. Absent
these charges, selling and administrative expenses increased $2.6 million or
11.9%, primarily due to increased bad debt write-offs, increased communication
costs as a result of the implementation of a wide area network and higher salary
levels as a percentage of sales of services and license fees. Additionally,
selling and administrative expenses in the third fiscal quarter of 1999 were
reduced as a result of domestic gross receipt tax refunds.
In response to the increase in bad debt write-offs, the Company has moved
aggressively to tighten its controls over credit granting and collections.
14
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WESTAFF, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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INTEREST EXPENSE. Interest expense increased $100,000 or 19.9%, for the third
quarter of fiscal 2000 as compared to the third quarter of fiscal 1999,
reflecting higher average borrowings outstanding and higher average interest
rates.
PROVISION FOR INCOME TAXES. The provision for income taxes for the third quarter
of fiscal 2000 was $193,000 as compared to $2.2 million for the third quarter of
fiscal 1999. This decrease was due primarily to the decrease in income before
income taxes of $5.2 million. The effective income tax rate for the 12 weeks
ended July 8, 2000 was 39.5% as compared to 38.7% for the 12 weeks ended July
10, 1999. The lower effective rate for the fiscal 1999 quarter was primarily due
to federal tax credits and a lower overall composite state income tax rate.
36 WEEK PERIOD ENDED JULY 8, 2000 COMPARED TO 36 WEEK PERIOD ENDED JULY 10, 1999
SALES OF SERVICES AND LICENSE FEES. Sales of services increased $16.8 million,
or 3.9%, for the 36 weeks ended July 8, 2000 as compared to the same period in
fiscal 1999. The increase resulted from a 0.9% increase in billed hours and a
2.9% increase in average billing rates per hour. Same store sales increased
approximately 4.4% for the 36 weeks ended July 8, 2000 as compared to the same
period in fiscal 1999. The increase in average billing rates primarily reflects
changes in the Company's overall business mix and inflationary factors. Sales of
services for the 36 weeks ended July 8, 2000 increased 2.5% and 12.7%,
respectively, for domestic business services and international business services
as compared to the same period in fiscal 1999. Excluding the effect of foreign
currency rate fluctuations, sales of services increased 18.0% for international
business services, primarily attributable to new and increased business within
existing offices in Australia, the United Kingdom and Denmark.
License fees increased $115,000 or 5.3%, for the 36 week period ended July 10,
2000 as compared to the same period in fiscal 1999 a result of increased sales
and gross profits for licensed offices.
COSTS OF SERVICES. Costs of services increased $14.8 million, or 4.4%, for the
36 week period ended July 8, 2000 as compared to the same period in fiscal 1999.
Gross margin decreased from 21.2% in the fiscal 1999 period to 20.9% for the
same period in fiscal 2000 primarily for the same reasons as noted in the
discussion of the third fiscal quarter above. Workers' compensation costs were
3.4% of payroll for the 36 week period ended July 8, 2000 and 2.9% for the 36
week period ended July 10, 1999.
FRANCHISE AGENTS' SHARE OF GROSS PROFIT. Franchise agents' share of gross profit
increased $719,000 or 6.5%, for the 36 weeks ended July 8, 2000 as compared to
the 36 weeks ended July 10, 1999. As a percentage of sales of services and
license fees, franchise agents' share of gross profit was 2.6% for both fiscal
periods.
15
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WESTAFF, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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SELLING AND ADMINISTRATIVE EXPENSES (INCLUDING DEPRECIATION AND AMORTIZATION).
Selling and administrative expenses increased $8.4 million, or 13.1%, for the 36
weeks ended July 8, 2000 as compared to the 36 weeks ended July 10, 1999. The
fiscal 2000 period includes $1.9 million in pre-tax charges as a result of the
terminated recapitalization transaction discussed above. Absent the effect of
these charges, selling and administrative expenses were 15.9% of sales of
services and license fees as compared to 15.0% for the same period in fiscal
1999, principally due to higher bad debts and increased communication and
depreciation charges for on-going management information system initiatives.
Additionally, selling and administrative expenses for the fiscal 1999 period
were reduced as a result of domestic gross receipt tax refunds and United
Kingdom advance corporation tax refunds.
Selling and administrative expenses are impacted by the Company's management
information systems. During fiscal 1999, the Company replaced its back-office
financial reporting systems and is currently in the process of rolling out a new
branch office search and retrieval and remote data capture module. The initial
pilot for this front-end system was completed during the third quarter of fiscal
1999 and roll out to all domestic company-owned and selected franchise agent and
licensed offices is currently underway. The Company currently expects to
complete the roll out of the system during fiscal 2001. The Company has also
implemented a wide area network which provides enhanced communication and data
transmission capabilities among the field and corporate offices. During the
first quarter of fiscal 2000, the Company implemented the initial phase of a new
billing and activities management system. The final phase will be the
implementation of a new temporary payroll system, currently estimated to be
completed in fiscal 2001.
As a result of these system initiatives, the Company has incurred increased
costs for communications, depreciation and system maintenance. The Company
believes that the new enterprise-wide systems will provide significant operating
efficiencies for both field and corporate office personnel. However, there can
be no assurance that the Company will meet anticipated completion dates for its
system initiatives, that such systems will be completed in a cost-effective
manner or that such systems will support the Company's future growth or provide
significant gains in efficiency and productivity. The failure of these systems
to meet these expected goals could result in increased system costs and could
have a material adverse effect on the Company's business, results of operations,
cash flows or financial condition.
INTEREST EXPENSE. Interest expense increased $572,000, or 36.4%, for the 36
weeks ended July 8, 2000 as compared to the 36 weeks ended July 10, 1999,
reflecting higher average borrowings outstanding required to support the
Company's systems implementations and internal growth.
PROVISION FOR INCOME TAXES. The provision for income taxes was $2.7 million for
the fiscal 2000 period as compared to $5.7 million for the same period in fiscal
1999, reflecting a decrease in pre-tax income from continuing operations of $7.6
million. The effective income tax rate was 39.5% for both fiscal periods. The
Company currently estimates that the effective income tax rate for the remainder
of fiscal 2000 will be approximately 39.5%.
16
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WESTAFF, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has financed its operations through cash generated by
operating activities and through various forms of debt and equity financings and
bank lines of credit. The Company's principal use of cash is for financing of
accounts receivable, particularly during periods of growth. Temporary personnel
are generally paid on a weekly basis while payments from customers are generally
received 30 to 60 days after billing. As a result of seasonal fluctuations,
accounts receivable balances are historically higher in the fourth fiscal
quarter and are generally at their lowest during the first fiscal quarter.
Net cash provided by operating activities was $14.2 million for the 36 weeks
ended July 8, 2000 and $5.8 million for the 36 weeks ended July 10, 1999. The
increase is primarily due to changes in deferred income taxes which reflect net
income tax benefits arising from the discontinued medical operations and
increases in the provision for bad debts.
Cash used for capital expenditures, which are generally for software, computers
and peripherals, and office furniture and equipment, totaled $2.6 million for
the 36 weeks ended July 8, 2000 and $5.6 million for the 36 weeks ended July 10,
1999. Capital expenditures during each of the fiscal 2000 and 1999 periods are
primarily associated with payments for the Company's next generation management
information and support systems. Capital expenditures for these systems are
expected to be approximately $13.0 million including costs of hardware, software
and internal and external costs associated with implementation of the project.
The Company has incurred $11.6 million of such capital expenditures through the
end of the third quarter of fiscal 2000 and expects to spend a total of
approximately $1.4 million during the remainder of fiscal 2000.
During the third quarter of fiscal 1999, the Company scaled back its near-term
acquisition plans and is currently focusing on internal growth. The Company has
no plans to make major acquisitions at this time but will be reviewing future
expansion opportunities through acquisitions in selected areas.
During the second and third quarters of fiscal 2000, the Company sold two of its
six corporate headquarter buildings for cash proceeds of $1.0 million and has
consolidated its corporate operations utilizing office space made available from
the discontinuation of its medical operations.
The Company decreased borrowings by a net $7.2 million during the 36 weeks
ended July 8, 2000. The Company's ability to maintain relatively lower levels
of short-term borrowings during the fiscal 2000 period is primarily
attributable to lower levels of sales growth and to reductions in capital
expenditures for management information systems implementations, as compared
to the 36 weeks ended July 10, 1999.
17
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WESTAFF, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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The Company's credit facility provides for a secured five-year revolving line of
credit up to $90.0 million with direct advances under the agreement limited by
outstanding irrevocable standby letters of credit up to a maximum amount of
$20.0 million. Total advances are also limited under formulas based on earnings
before interest, taxes, depreciation and amortization (EBITDA) and total debt to
total capitalization. The EBITDA formula is calculated on a rolling four-quarter
basis. As of July 8, 2000 the Company had $13.1 million available under its
revolving credit facility, with $7.3 million outstanding for direct advances and
$9.6 million outstanding for letters of credit.
The Company's debt facilities contain certain financial and other covenants, the
most restrictive of which is a total debt to capitalization ratio. The Company
was in compliance with these covenants as of July 8, 2000.
In July 1998 the Company acquired substantially all of the assets of The
Personnel Connection, Inc. Consideration for the acquisition consisted of cash
and common stock, with a contingent obligation to issue up to an additional
100,000 shares of common stock dependent on the fair market value of the
Company's stock subsequent to the acquisition. On January 27, 2000 the Company
paid the selling parties $800,000 in lieu of issuing additional shares, with an
offsetting reduction in additional paid-in-capital.
The Company has filed registration statements with the Securities and Exchange
Commission with respect to an aggregate of 2.3 million shares of common stock
reserved for issuance under its equity incentive plans and 1.5 million shares of
common stock for use in the Company's acquisition program. As of July 8, 2000,
options to purchase 579,042 shares of common stock were outstanding under the
Company's equity incentive plans and 420,499 shares of common stock had been
issued with respect to acquisitions.
On May 5, 2000 the Company's Board of Directors approved the repurchase of up to
one million shares of its outstanding common stock in the open market at
prevailing prices for use in the Company's employee stock purchase plan, stock
options plans and other corporate purposes. As of August 22, 2000, the Company
had repurchased 150,000 shares for an aggregate cash consideration of $712,126.
On June 20, 2000 the Company's Board of Directors declared a special cash
dividend of $0.30 per share of common stock payable on July 18, 2000 to
shareholders of record as of July 5, 2000. The distribution totaled $4.7
million.
The Company believes that cash from operations and the Company's current
borrowing capacity will be sufficient to meet anticipated needs for working
capital and capital expenditures at least through the next twelve months.
18
<PAGE>
PART II. OTHER INFORMATION
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Item 1. LEGAL PROCEEDINGS
On March 9, 2000, Synergy Staffing, Inc. filed a complaint in
the Superior Court of the State of California for the County
of Los Angeles, Central District. The defendants named in the
case are Westaff, Inc., W. Robert Stover, Michael K. Phippen,
Paul A. Norberg, Jack D. Samuelson, Gilbert L. Sheffield and
Mike Ehresman and Does 1 - 10.
The complaint alleges, among other things, that the defendants
fraudulently induced plaintiffs to sell the assets of The
Personnel Connection, Inc. The plaintiff seeks to have the
court grant a jury trial, and award the plaintiff compensatory
and punitive damages and attorneys' fees and other costs. The
Company's petition for an order compelling arbitration has
been granted, the Superior Court lawsuit has been stayed and a
demand for arbitration has been made.
Except as disclosed above, the Company is not currently a
party to any litigation that is expected to have a material
adverse effect on its business, results of operations,
financial position or cash flows. However, from time to time
the Company has been threatened with, or named as a defendant
in, lawsuits, including countersuits brought by former
franchise agents, and administrative claims and lawsuits
brought by employees or former employees.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) At the Annual Meeting of Stockholders on
June 20, 2000 (the "2000 Annual Meeting")
Jack D. Samuelson and Gilbert L. Sheffield
were elected as Class I directors to serve
for three-year terms and until their
successors are elected. The voting was
as follows:
For: 14,536,846 Withheld: 502,312
The term of Paul A. Norberg as a Class II
director will continue until the Company's
2001 annual meeting, and the term of
W. Robert Stover as Class III director
will continue until the Company's 2002
annual meeting.
19
<PAGE>
PART II. OTHER INFORMATION
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(b) At the 2000 Annual Meeting, the proposal to
ratify the appointment of Arthur Andersen
LLP as independent public accountants for
the Company for the fiscal year 2000
ending October 28, 2000, was voted upon
and passed as follows:
Affirmative Votes: 14,973,153
Negative Votes: 61,772
Abstentions: 4,233
Broker Non-votes: 0
(c) At the 2000 Annual Meeting, the proposal to
ratify the amendment of the 1996 Stock
Option/Stock Issuance Plan was voted upon
and passed as follows:
Affirmative Votes: 14,426,058
Negative Votes: 595,052
Abstentions: 18,048
Broker Non-votes: 0
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION
------- -----------
27.1 Financial Data Schedule
-----------------
(b) Reports on Form 8-K
Current Report on Form 8-K dated May 3, 2000
filed with the Securities and Exchange
Commission on May 8, 2000.
20
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTAFF, INC.
August 22, 2000 /S/ Paul A. Norberg
--------------- --------------------
Date Paul A. Norberg
Executive Vice President and
Chief Financial Officer
21
