1
Index to Exhibits on page 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-1088
KELLY SERVICES, INC.
DELAWARE | 38-1510762 | |
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||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
999 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084
(Address of principal executive offices)
(Zip Code)
(248) 362-4444
No Change
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
At August 4, 2000, 32,228,477 shares of Class A and 3,497,509 shares of Class B common stock of the Registrant were outstanding.
KELLY SERVICES, INC. AND SUBSIDIARIES
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Number | ||||||
PART I. FINANCIAL INFORMATION | ||||||
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Item 1. Financial Statements (unaudited) | ||||||
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Statements of Earnings | 3 | |||||
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Balance Sheets | 4 | |||||
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Statements of Stockholders Equity | 5 | |||||
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Statements of Cash Flows | 6 | |||||
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Notes to Financial Statements | 7 | |||||
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Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition | 9 | |||||
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PART II. OTHER INFORMATION AND SIGNATURE | ||||||
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Item 4. Submission of Matters to a Vote of Security Holders | 12 | |||||
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Item 6. Exhibits and Reports on Form 8-K | 12 | |||||
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Signature | 13 | |||||
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Index to Exhibits Required by Item 601, Regulation S-K | 14 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
KELLY SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF EARNINGS
(UNAUDITED)
(In thousands of dollars except per share data)
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13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||||||||
July 2, 2000 | July 4, 1999 | July 2, 2000 | July 4, 1999 | ||||||||||||||||||||||||||
Sales of services | $ | 1,106,740 | $ | 1,066,783 | $ | 2,186,809 | $ | 2,092,742 | |||||||||||||||||||||
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Cost of services | 909,731 | 876,809 | 1,801,826 | 1,723,637 | |||||||||||||||||||||||||
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Gross profit | 197,009 | 189,974 | 384,983 | 369,105 | |||||||||||||||||||||||||
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Selling, general and administrative expenses | 160,342 | 154,841 | 321,748 | 308,380 | |||||||||||||||||||||||||
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Earnings from operations | 36,667 | 35,133 | 63,235 | 60,725 | |||||||||||||||||||||||||
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Interest (expense) income, net | (167 | ) | 11 | 120 | 162 | ||||||||||||||||||||||||
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Earnings before income taxes | 36,500 | 35,144 | 63,355 | 60,887 | |||||||||||||||||||||||||
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Income taxes | 14,675 | 14,410 | 25,470 | 24,965 | |||||||||||||||||||||||||
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Net earnings | $ | 21,825 | $ | 20,734 | $ | 37,885 | $ | 35,922 | |||||||||||||||||||||
Earnings per share: | |||||||||||||||||||||||||||||
Basic | $ | .61 | $ | .58 | $ | 1.06 | $ | 1.00 | |||||||||||||||||||||
Diluted | .61 | .58 | 1.06 | 1.00 | |||||||||||||||||||||||||
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Average shares outstanding (thousands): | |||||||||||||||||||||||||||||
Basic | 35,714 | 35,842 | 35,709 | 35,828 | |||||||||||||||||||||||||
Diluted | 35,779 | 36,002 | 35,777 | 35,973 | |||||||||||||||||||||||||
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Dividends per share | $ | .25 | $ | .24 | $ | .49 | $ | .47 |
See accompanying Notes to Financial Statements.
KELLY SERVICES, INC. AND SUBSIDIARIES
BALANCE SHEETS AS OF JULY 2, 2000 AND JANUARY 2, 2000
(In thousands of dollars)
ASSETS | 2000 | 1999 | ||||||||
CURRENT ASSETS: | (UNAUDITED | ) | ||||||||
Cash and equivalents | $ | 36,155 | $ | 54,032 | ||||||
Short-term investments | 6,468 | 6,018 | ||||||||
Accounts receivable, less allowances of $13,616 and $13,575, respectively | 634,440 | 602,485 | ||||||||
Prepaid expenses and other current assets | 19,990 | 22,801 | ||||||||
Deferred taxes | 51,787 | 50,832 | ||||||||
Total current assets | 748,840 | 736,168 | ||||||||
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PROPERTY AND EQUIPMENT: | ||||||||||
Land and buildings | 50,855 | 49,458 | ||||||||
Equipment, furniture and leasehold improvements | 249,716 | 231,654 | ||||||||
Accumulated depreciation | (109,321 | ) | (94,112 | ) | ||||||
Total property and equipment | 191,250 | 187,000 | ||||||||
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INTANGIBLES AND OTHER ASSETS | 117,369 | 110,523 | ||||||||
TOTAL ASSETS | $ | 1,057,459 | $ | 1,033,691 | ||||||
LIABILITIES & STOCKHOLDERS EQUITY | ||||||||||
CURRENT LIABILITIES: | ||||||||||
Short-term borrowings | $ | 44,627 | $ | 47,210 | ||||||
Accounts payable | 65,555 | 73,516 | ||||||||
Payroll and related taxes | 247,051 | 215,706 | ||||||||
Accrued insurance | 63,222 | 65,881 | ||||||||
Income and other taxes | 44,919 | 49,005 | ||||||||
Total current liabilities | 465,374 | 451,318 | ||||||||
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STOCKHOLDERS EQUITY: | ||||||||||
Capital stock, $1 par value Class A common stock, shares issued 36,609,040 in 2000 and 36,602,210 in 1999 |
36,609 | 36,602 | ||||||||
Class B common stock, shares issued 3,506,826 in 2000 and 3,513,656 in 1999 |
3,507 | 3,514 | ||||||||
Treasury stock, at cost Class A common stock, 4,391,571 shares in 2000 and 4,234,524 shares in 1999 |
(84,792 | ) | (80,538 | ) | ||||||
Class B common stock, 9,317 shares in 2000 and 7,767 shares in 1999 |
(284 | ) | (248 | ) | ||||||
Paid-in capital | 16,212 | 15,761 | ||||||||
Earnings invested in the business | 643,965 | 623,564 | ||||||||
Accumulated foreign currency adjustments | (23,132 | ) | (16,282 | ) | ||||||
Total stockholders equity | 592,085 | 582,373 | ||||||||
TOTAL LIABILITIES & STOCKHOLDERS EQUITY | $ | 1,057,459 | $ | 1,033,691 | ||||||
See accompanying Notes to Financial Statements.
KELLY SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF STOCKHOLDERS EQUITY
(UNAUDITED)
(In thousands of dollars)
13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||
July 2, 2000 | July 4, 1999 | July 2, 2000 | July 4, 1999 | ||||||||||||||||
Capital Stock | |||||||||||||||||||
Class A common stock | |||||||||||||||||||
Balance at beginning of period | $ | 36,606 | $ | 36,541 | $ | 36,602 | $ | 36,541 | |||||||||||
Conversions from Class B | 3 | 7 | 7 | 7 | |||||||||||||||
Balance at end of period | 36,609 | 36,548 | 36,609 | 36,548 | |||||||||||||||
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Class B common stock | |||||||||||||||||||
Balance at beginning of period | 3,510 | 3,575 | 3,514 | 3,575 | |||||||||||||||
Conversions to Class A | (3 | ) | (7 | ) | (7 | ) | (7 | ) | |||||||||||
Balance at end of period | 3,507 | 3,568 | 3,507 | 3,568 | |||||||||||||||
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Treasury Stock | |||||||||||||||||||
Class A common stock | |||||||||||||||||||
Balance at beginning of period | (84,888 | ) | (81,080 | ) | (80,538 | ) | (81,669 | ) | |||||||||||
Treasury stock issued for acquisition | | | 164 | | |||||||||||||||
Purchase of treasury stock | | | (5,614 | ) | | ||||||||||||||
Exercise of stock options, restricted stock awards and other | 96 | 445 | 1,196 | 1,034 | |||||||||||||||
Balance at end of period | (84,792 | ) | (80,635 | ) | (84,792 | ) | (80,635 | ) | |||||||||||
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Class B common stock | |||||||||||||||||||
Balance at beginning of period | (248 | ) | (248 | ) | (248 | ) | (248 | ) | |||||||||||
Purchase of treasury stock | (36 | ) | | (36 | ) | | |||||||||||||
Balance at end of period | (284 | ) | (248 | ) | (284 | ) | (248 | ) | |||||||||||
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Paid-in Capital | |||||||||||||||||||
Balance at beginning of period | 16,167 | 15,205 | 15,761 | 14,844 | |||||||||||||||
Treasury stock issued for acquisition | | | 39 | | |||||||||||||||
Exercise of stock options, restricted stock awards and other | 45 | 243 | 412 | 604 | |||||||||||||||
Balance at end of period | 16,212 | 15,448 | 16,212 | 15,448 | |||||||||||||||
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Earnings Invested in the Business | |||||||||||||||||||
Balance at beginning of period | 631,067 | 579,468 | 623,564 | 572,517 | |||||||||||||||
Net earnings | 21,825 | 20,734 | 37,885 | 35,922 | |||||||||||||||
Dividends | (8,927 | ) | (8,603 | ) | (17,484 | ) | (16,840 | ) | |||||||||||
Balance at end of period | 643,965 | 591,599 | 643,965 | 591,599 | |||||||||||||||
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Accumulated Foreign Currency Adjustments | |||||||||||||||||||
Balance at beginning of period | (20,850 | ) | (13,726 | ) | (16,282 | ) | (7,796 | ) | |||||||||||
Equity adjustment for foreign currency | (2,282 | ) | (3,403 | ) | (6,850 | ) | (9,333 | ) | |||||||||||
Balance at end of period | (23,132 | ) | (17,129 | ) | (23,132 | ) | (17,129 | ) | |||||||||||
Stockholders Equity at end of period | $ | 592,085 | $ | 549,151 | $ | 592,085 | $ | 549,151 | |||||||||||
Comprehensive Income | |||||||||||||||||||
Net earnings | $ | 21,825 | $ | 20,734 | $ | 37,885 | $ | 35,922 | |||||||||||
Other comprehensive income Foreign currency adjustments | (2,282 | ) | (3,403 | ) | (6,850 | ) | (9,333 | ) | |||||||||||
Comprehensive Income | $ | 19,543 | $ | 17,331 | $ | 31,035 | $ | 26,589 | |||||||||||
See accompanying Notes to Financial Statements.
KELLY SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE 26 WEEKS ENDED JULY 2, 2000 AND JULY 4, 1999
(In thousands of dollars)
2000 | 1999 | ||||||||||
Cash flows from operating activities: | |||||||||||
Net earnings | $ | 37,885 | $ | 35,922 | |||||||
Noncash adjustments: | |||||||||||
Depreciation and amortization | 19,308 | 16,066 | |||||||||
Increase in accounts receivable, net | (40,837 | ) | (38,131 | ) | |||||||
Changes in certain working capital components | 26,345 | 44,586 | |||||||||
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Net cash from operating activities | 42,701 | 58,443 | |||||||||
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Cash flows from investing activities: | |||||||||||
Capital expenditures | (24,007 | ) | (36,604 | ) | |||||||
Proceeds from sales and maturities of short-term investments | 532,384 | 489,223 | |||||||||
Purchases of short-term investments | (532,834 | ) | (482,864 | ) | |||||||
Increase in other assets | (8,951 | ) | (7,627 | ) | |||||||
Acquisition of companies, net of cash received | (1,534 | ) | (3,275 | ) | |||||||
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Net cash from investing activities | (34,942 | ) | (41,147 | ) | |||||||
Cash flows from financing activities: | |||||||||||
Decrease in short-term borrowings | (2,583 | ) | (2,764 | ) | |||||||
Dividend payments | (17,460 | ) | (16,840 | ) | |||||||
Purchase of treasury stock | (5,650 | ) | | ||||||||
Stock options and other | 57 | 445 | |||||||||
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Net cash from financing activities | (25,636 | ) | (19,159 | ) | |||||||
Net change in cash and equivalents | (17,877 | ) | (1,863 | ) | |||||||
Cash and equivalents at beginning of period | 54,032 | 59,799 | |||||||||
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Cash and equivalents at end of period | $ | 36,155 | $ | 57,936 | |||||||
See accompanying Notes to Financial Statements.
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(In thousands of dollars)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with Rule 10-01 of Regulation S-X and do not include
all the information and notes required by generally accepted accounting
principles for complete financial statements. All adjustments, consisting only
of normal recurring adjustments, have been made which, in the opinion of
management, are necessary for a fair presentation of the results of the interim
periods. The results of operations for such interim periods are not necessarily
indicative of results of operations for a full year. The unaudited consolidated
financial statements should be read in conjunction with the Companys
consolidated financial statements and notes thereto for the fiscal year ended
January 2, 2000 (the 1999 consolidated financial statements).
2. Segment Disclosures
The Companys reportable segments, which are based on the Companys method of
internal reporting, are: (1) U.S. Commercial Staffing, (2) Professional,
Technical and Staffing Alternatives (PTSA) and (3) International. The following
table presents information about the reported sales and earnings from operations
of the Company for the 13-week and 26-week periods ended July 2, 2000 and July
4, 1999. Segment data presented is net of intersegment revenues. Asset
information by reportable segment is not presented, since the Company does not
produce such information internally.
13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||
2000 | 1999 | 2000 | 1999 | ||||||||||||||
Sales: | |||||||||||||||||
U.S. Commercial Staffing | $ | 574,995 | $ | 563,387 | $ | 1,124,661 | $ | 1,115,090 | |||||||||
PTSA | 260,088 | 235,677 | 517,634 | 463,627 | |||||||||||||
International | 271,657 | 267,719 | 544,514 | 514,025 | |||||||||||||
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Consolidated Total | $ | 1,106,740 | $ | 1,066,783 | $ | 2,186,809 | $ | 2,092,742 | |||||||||
Earnings from Operations: | |||||||||||||||||
U.S. Commercial Staffing | $ | 47,729 | $ | 48,799 | $ | 90,052 | $ | 92,982 | |||||||||
PTSA | 16,461 | 13,839 | 32,203 | 26,036 | |||||||||||||
International | 7,493 | 7,313 | 12,587 | 11,604 | |||||||||||||
Corporate | (35,016 | ) | (34,818 | ) | (71,607 | ) | (69,897 | ) | |||||||||
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Consolidated Total | $ | 36,667 | $ | 35,133 | $ | 63,235 | $ | 60,725 | |||||||||
3. Contingencies
The Company is subject to various legal proceedings, claims and liabilities
which arise in the ordinary course of its business. Litigation is subject to
many uncertainties, the outcome of individual litigated matters is not
predictable with assurance and it is reasonably possible that some of the
foregoing matters could be decided unfavorably to the Company. Although the
amount of the liability at July 2, 2000 with respect to these matters cannot be
ascertained, the Company believes that any resulting liability will not be
material to the financial statements of the Company at July 2, 2000.
KELLY SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (continued)
(UNAUDITED)
(In thousands of dollars)
4. Earnings Per Share
The reconciliations of earnings per share computations for the 13-week and 26-week periods
ended July 2, 2000 and July 4, 1999 were as follows:
13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||||||||||
2000 | 1999 | 2000 | 1999 | ||||||||||||||||||||||
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Net earnings | $ | 21,825 | $ | 20,734 | $ | 37,885 | $ | 35,922 | |||||||||||||||||
Determination of shares (thousands): | |||||||||||||||||||||||||
Weighted average common shares outstanding |
35,714 | 35,842 | 35,709 | 35,828 | |||||||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||
Stock options | | 49 | | 32 | |||||||||||||||||||||
Restricted and performance awards and other | 65 | 111 | 68 | 113 | |||||||||||||||||||||
Weighted average common shares | |||||||||||||||||||||||||
outstanding assuming dilution | 35,779 | 36,002 | 35,777 | 35,973 | |||||||||||||||||||||
| |||||||||||||||||||||||||
Earnings per share basic | $ | .61 | $ | .58 | $ | 1.06 | $ | 1.00 | |||||||||||||||||
Earnings per share assuming dilution | $ | .61 | $ | .58 | $ | 1.06 | $ | 1.00 |
Item 2. Managements Discussion and Analysis of Results of Operations and
Financial Condition.
Results of Operations:
Second Quarter
Sales of services in the second quarter of 2000 were $1.107 billion, an increase
of 3.7% from the same period in 1999. Sales in the U.S. Commercial Staffing
segment grew by 2.1%, while Professional, Technical and Staffing Alternatives
(PTSA) sales grew by 10.4% compared to last year. International sales grew by
1.5% as compared to the second quarter of 1999. The impact of unfavorable
foreign currency translation on revenue was significant.
Cost of services, consisting of payroll and related tax and benefit costs of employees assigned to customers, increased 3.8% in the second quarter as compared to the same period in 1999. Direct wage costs have increased from 1999 at a rate somewhat higher than the general inflation rate, due to strong worldwide demand for labor.
Gross profit of $197.0 million was 3.7% higher than the second quarter of 1999, and gross profit as a percentage of sales was 17.8% in 2000 and 1999. This reflected a small increase in the gross profit rate of the Companys professional, technical and international businesses, offset by a small decrease in the U.S. Commercial Staffing segment.
Selling, general and administrative expenses were $160.3 million in the second quarter, an increase of 3.6% over the same period in 1999. Expenses averaged 14.5% of sales in 2000 and 1999. Compared to last year, the elimination of Y2K expenses essentially offset the increase in depreciation expense.
Earnings from operations of $36.7 million were 4.4% greater than the second quarter of 1999. Net interest expense was $167 thousand, compared to last years net interest income of $11 thousand. The swing is attributable primarily to lower cash balances than last year.
Earnings before income taxes were $36.5 million, an increase of 3.9%, compared to pretax earnings of $35.1 million earned for the same period in 1999. Income taxes were 40.2% of pretax income in the second quarter of 2000 and 41.0% in the second quarter of 1999.
Net earnings were $21.8 million in the second quarter of 2000, an increase of 5.3% over the second quarter of 1999. Basic and diluted earnings per share were $.61, an increase of 5.2% as compared to $.58 in the same period last year.
Year-to-Date
Sales of services totaled $2.187 billion during the first six months of 2000, an
increase of 4.5% over 1999. Sales in the U.S. Commercial Staffing segment grew
by 0.9%, while Professional, Technical and Staffing Alternatives (PTSA) sales
grew by 11.6% compared to last year. International sales grew by 5.9% as
compared to the first six months of 1999. The strong U.S. dollar significantly
weakened translated sales for the international segment.
Cost of services of $1.802 billion was 4.5% higher than last year, reflecting volume growth and increases in payroll rates due to strong demand for labor worldwide.
Gross profit increased 4.3% in 2000 due to increased sales. The gross profit rate was 17.6% for the first six months of 2000 and 1999. This reflected a modest increase in the gross profit rate of the Companys professional and technical business, and consistent results in the U.S. Commercial Staffing and International segments.
Selling, general and administrative expenses of $321.7 million were 4.3% higher than last year. The expense rate was 14.7% of sales in 2000 and 1999. Compared to last year, the elimination of Y2K expenses again was largely offset by increased depreciation.
Earnings before taxes were $63.4 million, an increase of 4.1% over 1999. These earnings averaged a pretax margin of 2.9% in the first six months of 2000 and 1999. Income taxes were 40.2% of pretax earnings in the first six months of 2000 and 41.0% in 1999.
Net earnings were $37.9 million or 5.5% above the first six months of 1999. Basic and diluted earnings per share were $1.06, an increase of 6.0% as compared to $1.00 in the first six months of 1999.
10
Financial Condition
Assets totaled $1,057.5 million at July 2, 2000, an increase of 2.3% over the
$1,033.7 million at January 2, 2000. Working capital decreased $1.4 million
during the six-month period. The current ratio was 1.6 at July 2, 2000 and
January 2, 2000.
During the first six months of 2000, net cash from operating activities was $42.7 million, a decrease of 26.9% from the comparable period in 1999. This decrease resulted principally from a decrease in the growth of the payroll and related taxes liability balances. The Companys global days sales outstanding for the 26-week period was 53 days in 2000 and 1999.
Capital expenditures for the first six months totaled $24.0 million, a planned decrease from the $36.6 million spent during the same period of 1999. Of the total, over 75% related to information technology investments. Annual capital expenditures are projected to total between $55 to $60 million this year, a planned decrease from the $77 million spent in 1999.
The quarterly dividend rate applicable to Class A and Class B shares outstanding was $.25 per share in the second quarter of 2000. This represents a 4.2% increase compared to a dividend rate of $.24 per share in the second quarter of 1999.
The Companys financial position continues to be strong. This strength will allow it to continue to aggressively pursue growth opportunities, while supporting current operations.
Market Risk-Sensitive Instruments And Positions
The market risk inherent in the Companys market risk-sensitive instruments and
positions is the potential loss arising from adverse changes in foreign currency
exchange rates and interest rates. Foreign currency exchange risk is mitigated
by the usage of the Companys multi-currency line of credit. This credit
facility can be used to borrow in local currencies that can mitigate the
exchange rate risk resulting from foreign currency-denominated assets
fluctuating in relation to the U.S. dollar.
The Companys holdings and positions in market risk-sensitive instruments do not subject the Company to material risk exposures.
New Accounting Standards
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 (SAB 101),
Revenue Recognition in Financial Statements. SAB 101 summarizes certain of the
SECs views in applying generally accepted accounting principles to revenue
recognition in financial statements. Pursuant to SAB 101B, which amends SAB 101
and SAB101A, the Company is required to adopt SAB 101 in the fourth quarter of
fiscal 2000. Management does not expect the adoption of SAB 101 to have a
material effect on the Companys operations or financial position.
In March 2000, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation an Interpretation of APB Opinion No. 25 (FIN 44), providing new accounting rules for stock-based compensation under APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). This interpretation is generally effective for transactions occurring after July 1, 2000, but applies to repricings and some other transactions after December 15, 1998. Management does not expect the adoption of FIN 44 to have a material effect on the Companys operations or financial position.
Forward-Looking Statements
Except for the historical statements and discussions contained herein,
statements contained in this report relate to future events that are subject to
risks and uncertainties, such as: competition, changing market and economic
conditions, currency fluctuations, changes in laws and regulations, the
Companys ability to effectively implement and manage its information technology
programs and other factors discussed in the report and in the Companys filings
with the Securities and Exchange Commission. Actual results may differ
materially from any projections contained herein.
11
Companies for which this report is filed are:
Kelly Services, Inc. and its subsidiaries:
Kelly Assisted Living Services, Inc.
Kelly Properties, Inc.
Kelly Services (Canada), Ltd.
Kelly Services (UK), Ltd.
Kelly Services (Ireland), Ltd.
Kelly Services (Australia), Ltd.
Kelly Services (New Zealand), Ltd.
Kelly Services (Nederland), B.V.
Kelly Services of Denmark, Inc.
Kelly de Mexico, S.A. de C.V.
Kelly Services Norge A.S.
KSI Acquisition Corp.
Kelly Staff Leasing, Inc.
Kelly Services (Suisse) Holding S.A.
Kelly Professional Services (France), Inc.
Kelly Services France S.A.
Competences RH S.A.R.L.
Kelly Services Luxembourg S.A.R.L.
Kelly Services Italia Srl
Kelly Services Iberia Holding Company, S.L.
Kelly Services Empleo Empresa de Trabajo Temporal, S.L.
Kelly Services Seleccion y Formacion, S.L.
Kelly Services CIS, Inc.
oooKelly Services
Kelly Services (Societa di fornitura di lavaro temporaneo) SpA
Kelly Services Interim, S.A.
Kelly Services Deutschland GmbH
Kelly Services Consulting GmbH
Kelly Services Interim (Belgium) S.A., N.V.
Kelly Services Select (Belgium) S.A., N.V.
Kelly Services Sverige A.B.
LabStaff Pty. Ltd.
HTM Group
Interim Job S.A.R.L.
12
PART II. OTHER INFORMATION AND SIGNATURE
Item 4. Submission of Matters to a Vote of Security Holders.
(a) | The annual meeting of stockholders of registrant was held May 15, 2000. | |
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(b) |
The nominees for director, as listed in the Companys proxy
statement dated April 14, 2000, were elected. The directors whose terms of office continued after the meeting are also listed in the proxy statement. |
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(c) | A brief description and the results of the matters voted upon at the meeting follow. |
(1) | Election of the following directors: |
Shares Voted | Shares Voted | |||||||
"For" | "Abstain" | |||||||
M. A. Fay | 3,430,647 | 4,828 | ||||||
C. V. Fricke | 3,431,794 | 3,681 | ||||||
V. G. Istock | 3,431,480 | 3,995 |
(2) | Approval of amendment to the Performance Incentive Plan increasing the maximum number of awardable shares: |
Shares voted For | 3,308,378 | |||
Shares voted Withhold | 126,197 | |||
Shares voted Abstain | 900 |
(3) | Ratification of the selection of PricewaterhouseCoopers LLP as the Companys independent auditors: |
Shares voted For | 3,433,304 | |||
Shares voted Withhold | 1,038 | |||
Shares voted Abstain | 1,133 |
Item 6. Exhibits and Reports on Form 8-K.
(a) | See Index to Exhibits required by Item 601, Regulation S-K, set forth on page 14 of this filing. | |
(b) | No reports on Form 8-K were filed during the quarter for which this report is filed. |
13
SIGNATURE
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.
KELLY SERVICES, INC. |
Date: August 14, 2000
/s/ William K. Gerber William K. Gerber |
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Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
14
INDEX TO EXHIBITS
REQUIRED BY ITEM 601,
REGULATION S-K
Exhibit No |
Description | Document |
4 | Rights of security holders are defined in Articles Fourth, Fifth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth and Fifteenth of the Certificate of Incorporation. (Reference is made to Exhibit 3.2 to the Form 10-Q for the quarterly period ended June 30, 1996, filed with the Commission in August, 1996, which is incorporated herein by reference). |
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10 | Amendment to Kelly Services, Inc. Performance Incentive Plan, as amended and restated in 1996. (Reference is made to Exhibit A to the Definitive Proxy for the fiscal year ended January 2, 2000, filed with the Commission in April, 2000, which is incorporated herein by reference). |
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27 | Financial Data Schedule for six months ended July 2, 2000. | 2 |
5 1,000 6-MOS DEC-31-2000 JUL-02-2000 36,155 6,468 648,056 13,616 0 748,840 300,571 109,321 1,057,459 465,374 0 0 0 40,116 551,969 1,057,459 0 2,186,809 0 1,801,826 0 0 0 63,355 25,470 37,885 0 0 0 37,885 1.06 1.06