BUSINESS RESOURCE GROUP
10-Q, 2000-06-14
FURNITURE & HOME FURNISHINGS
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q


     (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the period ended April 30, 2000

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 0-26208

BUSINESS RESOURCE GROUP
(Exact name of Registrant as specified in its Charter)

 
California
77-0150337
  (State or Other Jurisdiction of Incorporation or Organization) 
(I.R.S. Employer Identification Number)

2150 North First Street, Suite 101
San Jose, California    95131

(Address of Principal Executive Offices including Zip Code)

(408) 325-3200
(Registrant's Telephone Number, Including Area Code)


(Former name, former address and former fiscal year if changed since last report)



    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 reports), and (2) has been subject to such filing requirements for the past 90 days.   YES [X]    NO [  ]

    At April 30, 2000 there were 5,295,079 shares of the Registrant's Common Stock outstanding.












BUSINESS RESOURCE GROUP AND SUBSIDIARIES
FORM 10-Q
INDEX

PART I. Financial Information

Item 1. Financial statements

Condensed Consolidated Balance Sheets as of April 30, 2000 and October 31, 1999

Condensed Consolidated Statements of Operations for the three and six months ended April 30, 2000 and 1999

Condensed Consolidated Statements of Cash Flows for the six months ended April 30, 2000 and 1999

Notes to Condensed Consolidated Financial Statements

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures about Market Risk

PART II. Other Information

Item 1: Legal Proceedings

Item 2: Changes in Securities and Use of Proceeds

Item 3: Defaults Upon Senior Securities

Item 4: Submission of Matters to a Vote of Security Holders

Item 5: Other Information

Item 6: Exhibits and Reports on Form 8-K

Signatures











PART I -- FINANCIAL INFORMATION

Item 1: Condensed Consolidated Financial Statements






BUSINESS RESOURCE GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)


                                                   April 30,    October 31,
                                                     2000          1999
                                                 ------------  ------------
                                                 (unaudited)
ASSETS
Current assets:
      Cash and equivalents...............               $540          $479
      Accounts receivable, net...........             26,358        18,026
      Inventories........................             12,936        20,080
      Prepaids and other current assets..              5,958         3,251
                                                 ------------  ------------
          Total current assets...........             45,792        41,836
Property and equipment, net..............              3,934         3,609
Other assets.............................              7,059         5,368
                                                 ------------  ------------
                                                     $56,785       $50,813
                                                 ============  ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Line of credit.....................             $7,159        $9,165
      Accounts payable...................             15,934        15,119
      Accrued liabilities................              7,229         5,690
      Income taxes payable...............              2,129           615
      Current portion of long-term debt..              1,394         1,060
                                                 ------------  ------------
          Total current liabilities......             33,845        31,649

Long-term debt...........................              2,616         1,552
Deferred lease liability.................                102            98
Deferred income tax liability............                 59            59

Shareholders' equity:
      Common stock.......................                 53            52
      Additional paid in capital.........             12,109        11,719
      Retained earnings..................              8,001         5,684
                                                 ------------  ------------
          Total shareholders' equity.....             20,163        17,455
                                                 ------------  ------------
                                                     $56,785       $50,813
                                                 ============  ============

The balance sheet at October 31, 1999 has been derived from audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See notes to condensed consolidated financial statements.







BUSINESS RESOURCE GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)


                                      Three Months Ended      Six Months Ended
                                          April 30,             April 30,
                                     --------------------- ---------------------
                                        2000       1999       2000       1999
                                     ---------- ---------- ---------- ----------
Net revenues:
  Workspace products...............    $38,884    $23,813    $72,602    $45,161
  Workspace services...............      8,795      5,557     15,786     10,226
                                     ---------- ---------- ---------- ----------
       Total net revenues               47,679     29,370     88,388     55,387
                                     ---------- ---------- ---------- ----------
Cost of net revenues:
  Workspace products...............     30,191     18,301     56,629     35,474
  Workspace services...............      6,786      4,218     11,469      7,689
                                     ---------- ---------- ---------- ----------
       Total cost of net revenue...     36,977     22,519     68,098     43,163
                                     ---------- ---------- ---------- ----------
Gross profit.......................     10,702      6,851     20,290     12,224
Selling, general and
  administrative expenses..........      8,292      5,676     15,811     10,297
                                     ---------- ---------- ---------- ----------
Income from operations.............      2,410      1,175      4,479      1,927
Other income (expense):
  Net interest expense.............       (274)      (214)      (528)      (352)
  Gain on sale of assets...........         --         --         --          2
                                     ---------- ---------- ---------- ----------
    Total other income (expense)...       (274)      (214)      (528)      (350)
                                     ---------- ---------- ---------- ----------
Income before income tax...........      2,136        961      3,951      1,577
Provision for income taxes.........        884        398      1,634        653
                                     ---------- ---------- ---------- ----------
Net income.........................     $1,252       $563     $2,317       $924
                                     ========== ========== ========== ==========
Net earnings per share:

      Basic........................      $0.24      $0.11      $0.44      $0.18
                                     ========== ========== ========== ==========

      Diluted......................      $0.21      $0.11      $0.40      $0.18
                                     ========== ========== ========== ==========

Shares used in computation:

      Basic........................      5,280      5,138      5,271      5,084
                                     ========== ========== ========== ==========

      Diluted......................      5,904      5,147      5,770      5,129
                                     ========== ========== ========== ==========

See notes to condensed consolidated financial statements.






BUSINESS RESOURCE GROUP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)


                                                              Six Months Ended
                                                                 April 30,
                                                          ----------------------
                                                              2000        1999
                                                          ----------  ----------
OPERATING ACTIVITIES:
     Net income.........................................     $2,317        $924
     Adjustments to reconcile to net cash provided
         (used) by operating activities:
        Depreciation and amortization...................        799         488
        Gain on sale of property and equipment..........        --           (2)
        Deferred lease..................................          4         --
        Changes in operating assets and liabilities
          (net of effect of acquisitions):
            Accounts receivable.........................     (5,250)     (4,613)
            Inventories.................................      6,576      (1,707)
            Prepaids and other current assets...........     (2,365)     (1,369)
            Accounts payable............................       (839)     (2,030)
            Accrued liabilities.........................        558        (109)
            Income taxes payable........................      1,514         556
                                                          ----------  ----------
             Net cash provided (used) by
                  operating activities..................      3,314      (7,862)
                                                          ----------  ----------
INVESTING ACTIVITIES:
     Purchase of property and equipment.................       (525)       (537)
     Proceeds from sale of property and equipment.......        --            2
     Acquisition of business, net of cash received......     (2,071)     (1,940)
     Change in other assets.............................        174         105
                                                          ----------  ----------
             Net cash used by investing activities....       (2,422)     (2,370)
                                                          ----------  ----------
FINANCING ACTIVITIES:
     Isssuance of note payable..........................      2,100       1,717
     Repayment of notes payable and capital
       lease obligations................................     (1,157)     (1,010)
     Borrowings (repayments) against line of
       credit - net ....................................     (2,006)      9,246
     Issuance of common stock, net......................        232         --
                                                          ----------  ----------
             Net cash provided (used) by
                 financing activities...................       (831)      9,953
                                                          ----------  ----------
Increase (decrease) in cash and equivalents.............         61        (279)
CASH AND EQUIVALENTS BALANCES:
     Beginning of period................................        479         412
                                                          ----------  ----------
     End of period......................................       $540        $133
                                                          ==========  ==========
Supplemental disclosures of cash flow information -
     Cash paid during the period for:
        Interest........................................       $521        $327
                                                          ==========  ==========
        Income taxes....................................     $2,047        $976
                                                          ==========  ==========

See notes to condensed consolidated financial statements.






BUSINESS RESOURCE GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1. Basis of Presentation and Significant Accounting Policies

The financial information as of April 30, 2000, and for the three and six- month periods ended April 30, 2000 and 1999, respectively, is unaudited. In the opinion of management, such information reflects all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the results of such periods. The accompanying condensed consolidated financial statements should be read together with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended October 31, 1999. The financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission, but omit certain information and footnote disclosure necessary to present the statements in accordance with generally accepted accounting principles.

Note 2. Basic and Diluted Share Information

Basic Earnings Per Share ("EPS") excludes dilution and is computed by dividing net income by the weighted average of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.


                                      Three Months Ended     Six Months Ended
                                          April 30,            April 30,
                                     -------------------  -------------------
                                       2000      1999       2000      1999
                                     --------- ---------  --------- ---------
                                                   (in thousands)
Net income ........................    $1,252      $563     $2,317      $924
                                     ========= =========  ========= =========

Weighted average common shares
   outstanding ....................     5,280     5,138      5,271     5,084

 Common equivalent shares:
   Stock options and warrants......       624         9        499        45
                                     --------- ---------  --------- ---------
Total common stock and common
   stock equivalents ..............     5,904     5,147      5,770     5,129
                                     ========= =========  ========= =========

 

Options to purchase 20,000 and 1,233,144 shares of common stock were outstanding during the second quarters of the Company's fiscal years, 2000 and 1999, respectively, but were not included in the computation of diluted EPS for such quarter because the exercise price of such outstanding options was greater than the average fair market value of common shares for such period.

Note 3. Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes standards for reporting comprehensive income and its components in financial statements. Total comprehensive income is comprised of net income and all changes to shareholders' equity, except those related to investments by and distributions to owners. Other comprehensive income typically includes foreign currency translation adjustments, unrealized gain or loss on investments, minimum pension liabilities, and changes in the market value of futures contracts. The Company's comprehensive income is equal to its reported net income for all periods presented.

Note 4. Segment Reporting

The Company has adopted SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, which establishes annual and interim reporting standards for an enterprise's business segments and related disclosures about its products, services, geographic areas and major customers. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. By this definition, the Company has two operating segments, workspace products and workspace services. Workspace products include new office furniture systems, seating, storage and filing cabinets, desks and casegoods, and refurbished office furniture systems. Workspace service offerings include workspace products installation, facilities strategic planning, facilities planning outsourcing, facilities automation services, design management and move management.

The Company does not analyze these segments below the gross profit line. Segment assets are not presented as all assets of the Company are commingled and are not available by segment.

 

Information about segments (in thousands):


                                      Three Months Ended     Six Months Ended
                                          April 30,            April 30,
                                     -------------------  -------------------
                                       2000      1999       2000      1999
                                     --------- ---------  --------- ---------
                                                   (in thousands)
Revenues(1):
  Workspace products ..............   $38,884   $23,813    $72,602   $45,161
  Workspace services ..............     8,795     5,557     15,786    10,226
Consolidated revenues .............  --------- ---------  --------- ---------
                                      $47,679   $29,370    $88,388   $55,387
                                     ========= =========  ========= =========

Gross profit(1):
  Workspace products ..............    $8,693    $5,512    $15,973    $9,687
  Workspace services ..............     2,009     1,339      4,317     2,537
Consolidated gross profit .........  --------- ---------  --------- ---------
                                      $10,702    $6,851    $20,290   $12,224
                                     ========= =========  ========= =========

(1) The presentation of revenues and gross profit is consistent with the Company's internal presentation of financial information to management.

Note 5. Derivatives

In June 1998, SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which defines derivatives, requires all derivatives be carried at fair value, and provides for hedging accounting when certain conditions are met, was issued. The Company will adopt this statement November 1, 2000. The Company has not yet fully assessed the effect of this statement

 

Item 2: Management's Discussion and Analysis of Financial

Condition and Results of Operations

Introduction:

The matters discussed herein include forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to certain risks and uncertainties that could cause the actual results to differ materially from those projected. Such forward-looking statements include, without limitation, statements relating to the Company's future revenue, gross margins, operating expenses, management's plans and objectives for the Company's future operations and the sufficiency of financial resources to support future operations and expenditures. Factors that could cause actual results to differ materially include, but are not limited to, the timely availability, delivery and acceptance of new products and services, the continued strength of sales to Cisco Systems, Inc. (one of the Company's principal customers), the impact of competitive products and pricing, the management of growth and acquisitions, and other risks detailed below and included from time to time in the Company's other reports filed with the Securities and Exchange Commission and press releases, copies of which are available from the Company upon request. 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 release publicly the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

References made in this Quarterly Report on Form 10-Q to the "Company" or the "Registrant" refer to Business Resource Group.

Results of Operations (three months ended April 30, 2000):

Net revenues were $47.7 million for the three months ended April 30, 2000 as compared to $29.4 million reported for the three months ended April 30, 1999, an increase of 62%. Product revenues for the second quarter of fiscal 2000 were $38.9 million, an increase of $15.1 million, or 63%, from product revenues of $23.8 million reported for the second quarter of fiscal 1999. The higher product revenues in the second quarter of fiscal 2000 were due to increased revenues from new and existing customers of $6.0 million, increased revenues of $4.6 million from Cisco Systems, Inc. and incremental revenue of $4.5 million from acquisitions. Service revenues for the second quarter of fiscal 2000 were $8.8 million, an increase of $3.2 million, or 58%, from service revenues of $5.6 million reported in the same quarter of fiscal 1999. The higher service revenues reflect increased product-related services as a result of higher product revenues.

Gross profit for the second quarter of fiscal 2000 was $10.7 million, or 22.4% of revenues, as compared to $6.9 million, or 23.3% of revenues, for the comparable quarter of fiscal 1999. As a percentage of net revenues, gross profits from product revenues were 22.4% for the second quarter ended April 30, 2000 as compared to 23.1% for the second quarter ended April 30, 1999. Gross profits for the second quarter of fiscal 2000 from service revenues were 22.8% as compared to 24.1% for the second quarter of fiscal 1999. Fiscal 2000 second quarter product and service gross profits were negatively impacted by a number of large projects with lower initial gross profits.

Selling, general and administrative expenses were $8.3 million, or 17.4%, of revenues, for the three months ended April 30, 2000 as compared to $5.7 million, or 19.4%, of revenues, for the three months ended April 30, 1999. Selling, general and administrative expenses increased over the second quarter of fiscal 1999 primarily due to incremental expenses of $1.3 million resulting from the Company's acquisitions, in addition to increased sales compensation costs of $0.5 million as a result of higher revenues and increased sales support costs of $0.4 million to support the higher revenues.

Interest and other expense, net was $274,000 for the three months ended April 30, 2000 as compared to $214,000 for the same period of fiscal 1999. The increased expense was due to a higher average outstanding balance on the Company's line of credit during the fiscal 2000 second quarter as compared to the fiscal 1999 second quarter, primarily as a result of the Company's acquisitions.

 

Results of Operations (six months ended April 30, 2000):

Net revenues were $88.4 million for the six months ended April 30, 2000 as compared to $55.4 million reported for the six months ended April 30, 1999, an increase of $30.0 million, or 60%. Product revenues for the six months ended April 30, 2000 were $72.6 million, an increase of $27.4 million, or 61%, from product revenues of $45.2 million reported for the six months ended April 30, 1999. The higher product revenues for the first six months of fiscal 2000 were due to increased revenues of $10.5 million from Cisco Systems, Inc., increased revenues from other new and existing customers of $8.5 million and incremental revenue of $8.4 million from acquisitions. Service revenues for the six months ended April 30, 2000 were $15.8 million, an increase of $5.6 million, or 55%, from service revenues of $10.2 million reported in the same period of fiscal 1999. The higher service revenues reflect increased product-related services on higher product revenues and increased facilities services revenues.

Gross profit for the six months ended April 30, 2000 was $20.3 million, or 22.9%, of revenues, as compared to $12.2 million, or 22.1%, of revenues, for the comparable period of fiscal 1999. As a percentage of net revenues, gross profits from product revenues were 22.0% for the six months ended April 30, 2000 as compared to 21.5% for the six months ended April 30, 1999. The higher product gross profit percentage was primarily due to a change in sales mix during the first six months of fiscal 2000 as compared to the same period of fiscal 1999 with a higher percentage of revenues from our higher margin refurbishment operations, which were partially offset by a number of large projects with lower initial gross profits. Gross profits for the first six months of fiscal 2000 from service revenues were 27.3% as compared to 24.5% for the first six months of fiscal 1999. The improved services gross profits were the result of favorable absorption of installation overhead costs as a result of increased installation services revenues during the six months, in addition to improved facilities services gross profits.

Selling, general and administrative expenses were $15.8 million, or 17.9%, of revenues, for the first six months of fiscal 2000 as compared to $10.3 million, or 18.6%, of revenues, for the first six months of fiscal 1999. Selling, general and administrative expenses increased over the first six months of fiscal 1999 primarily due to incremental expenses of $3.1 million resulting from the Company's acquisitions, in addition to increased sales compensation costs of $0.8 million as a result of higher revenues and increased sales support costs of $1.3 million in support of the higher revenues.

 

Interest and other expense, net was $528,000 for the six months ended April 30, 2000 as compared to $350,000 for the same period of fiscal 1999. The increased expense was primarily due to a higher average outstanding balance on the Company's line of credit during the first six months of fiscal 2000 as compared to the first six months of Fiscal 1999, primarily as a result of the Company's acquisitions.

 

Liquidity and Capital Resources:

Working capital at April 30, 2000 was $11.9 million, a $1.7 million increase over working capital of $10.2 million at October 31, 1999. At April 30, 2000, the Company had net borrowings of $11.2 million as compared to $11.8 million reported at October 31, 1999. Inventories at April 30, 2000 were $12.9 million, a decrease of $7.2 million from the $20.1 million reported at October 31, 1999. The decrease in inventories resulted from a reduction of in-transit inventories in the amount of $7.4 million from October 31, 1999. Accounts receivable at April 30, 2000 were $26.4 million, an increase of $8.4 million from the $18.0 million reported at October 31, 1999. The increased accounts receivable balance reflects the increased level of revenues, in addition to accounts receivable acquired from the Baquet-Pastirjak, Inc. (Baquet-Pastirjak) acquisition in the first quarter of 2000. Prepaids and other current assets at April 30, 2000 were $6.0 million, an increase of $2.7 million over the $3.3 million reported at October 31, 1999, primarily due to prepaid income taxes. Other assets at April 30, 2000 were $7.1 million, an increase of $1.7 million over the $5.4 million reported at October 31, 1999. The increase in other assets was primarily due to goodwill related to the Company's acquisition of Baquet-Pastirjak. Accounts payable at April 30, 2000 were $15.9 million, an increase of $800,000 from the $15.1 million reported at October 31, 1999.

Net cash used in investing activities in the six months ended April 30, 2000 was $2.4 million and resulted from its acquisition of Baquet-Pastirjak and investments in property and equipment.

The Company has an $18.7 million credit facility with a bank which expires on February 15, 2001. The facility is comprised of a $15.0 million line of credit and a $3.7 million acquisition loan facility. However, the Company maintains an irrevocable stand-by letter of credit in the amount of $3.0 million against this facility. As of April 30, 2000, the Company had bank borrowings of $9.7 million under the existing credit facility.

The Company believes existing cash, together with cash generated from operations and the Company's available borrowing capacity will provide sufficient funds to meet the Company's anticipated working capital requirements for the foreseeable future.

 

Business Environment and Risk Factors:

The Company's future results of operations may be adversely affected by various factors, including those discussed below. The Company's revenues and operating results may fluctuate from period to period depending on such factors as the timing of customer orders, the timing of revenue and cost recognition, variations in contract service and product mix, changes in customer buying patterns, changes in vendor lead times and trends in the economy of the geographic region in which the Company operates. Any unfavorable changes in these or other factors could have a material adverse effect on the Company's business and results of operations. Given the variability of these factors, the Company expects that quarter to quarter performance may fluctuate and that results in any single quarter may therefore not be indicative of future results.

A large portion of the Company's net revenues for any period are frequently dependent on a few large customer projects involving relocation, including a move to a new facility or an upgrade of an existing facility. At the conclusion of a major project, that customer may not have an immediate need for additional services or products on the same scale. The Company does not enter into long term or volume purchase contracts with its customers, and customers may discontinue further purchases of the Company's services or products at any time without notice. There can be no assurance that any of the Company's customers will expand their operations, relocate their offices or facilities or otherwise require the Company's services or products in the future. To maintain or increase existing levels of revenues and profits, the Company must identify and book major projects within its existing base of customers or with new customers. There can be no assurance that any of the Company's current customers will engage the Company for major projects in the future or that the Company will be able to obtain additional new customers.

A large portion of the Company's revenues are derived from projects involving relocation to new facilities; additions, moves and changes to existing facilities; and outsourcing of facilities personnel to Cisco Systems, Inc. While the Company's relationship with Cisco Systems, Inc. remains strong, there can be no assurances that Cisco Systems, Inc. will continue to expand its operations, relocate its offices or facilities or otherwise require the Company's services or products in the future. In addition, there can be no assurances that Cisco Systems, Inc. will continue to engage the Company for major projects in the future.

While the Company's strategy is to maintain multiple sources of supply for each of its workspace product lines, the Company is dependent upon these suppliers for timely delivery and product quality once orders are placed. The Company has, from time to time, experienced delays in product delivery from a number of suppliers. These delays have adversely affected the timing of customer deliveries and installations. Delays by suppliers have also resulted in increased costs to the Company and in certain cases lost revenues. Almost all of the Company's purchases from its vendors are made on a purchase order basis, and liabilities of such vendors to the Company for late deliveries are therefore principally based on the terms and conditions set forth in the applicable purchase order and the supplier's confirming document (if any). The Company customarily enters into negotiations with its vendors for price adjustments and late fees as may be appropriate in the event of late deliveries. Future delays in delivery by suppliers or poor product quality could have a material adverse effect on the Company's ability to meet customer requirements and thereby adversely affect revenues or increase costs.

The market for workspace services and products is influenced by economic conditions, including consumer behavior and consumer confidence, the level of discretionary spending, interest rates and credit availability. Purchases of these services and products are often discretionary and tend to be deferred in times of economic stress. During economic downturns, the furniture industry tends to experience longer and deeper periods of recession than the general economy. Although the economy in the United States, and in particular those markets in which the company has offices, has been strong in recent years, there can be no assurance that it will continue to be strong or that it will not decline in the future.

The Company has made acquisitions during prior fiscal years and may continue to make acquisitions in the future. The expansion of corporate operations in addition to managing acquired operations in new geographic areas entails numerous operational and financial risks, including difficulties in assimilating acquired operations, diversion of management's attention to other business concerns, amortization of acquired intangible assets, potential loss of employees or customers of acquired operations and difficulties in developing a local market for the Company's services and products. There can be no assurance that the Company will be able to achieve growth, or effectively manage any such growth, and failure to do so could have a material adverse effect on the Company's operating results.

The Company will require significant capital for the expansion of its existing business, expansion into other geographic markets and acquisition of other businesses, each of which are key elements of the Company's strategy. There are no assurances that this capital will be available at all or available on terms which will not have a material adverse effect on the Company or its financial results.

Item 3: Quantitative and Qualitative Disclosures about Market Risks

The Company is exposed to interest rate risk primarily through its borrowing activities. The Company has not used derivative financial instruments to hedge such risks. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and business financing requirements. A hypothetical 100 basis point increase in market interest rates from levels at April 30, 2000 would not materially affect the Company's future earnings, the fair value of its borrowings, or its cash flows.

 

 

 

PART II. OTHER INFORMATION

Item 1: Legal Proceedings

Not Applicable

Item 2: Changes in Securities and Use of Proceeds

Not applicable

Item 3: Defaults upon Senior Securities

Not applicable

Item 4: Submission of Matters to a Vote of Security Holders

Not applicable

Item 5: Other information

Not applicable

Item 6: Exhibits and Reports on Form 8-K

(a) Exhibit 27: Financial data schedule

(c) Reports on Form 8-K

None






BUSINESS RESOURCE GROUP


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.

Date: June 14, 2000

  BUSINESS RESOURCE GROUP
  (Registrant)

  By:  /s/ John M. Palmer
 
  John M. Palmer
  Vice President and Chief Financial Officer
  (Duly Authorized and Principal Financial and Accounting Officer)








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