e10-q

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.


(Exact name of Registrant as specified in its charter)
     
DELAWARE 38-1510762


(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


(Registrant’s telephone number, including area code)

No Change


(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 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.


2

KELLY SERVICES, INC. AND SUBSIDIARIES

             
Page
Number

PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements (unaudited)

 

Statements of Earnings 3

 

Balance Sheets 4

 

Statements of Stockholders’ Equity 5

 

Statements of Cash Flows 6

 

Notes to Financial Statements 7

 

Item 2.  Management’s Discussion and Analysis of Results of Operations and Financial Condition 9

 

PART II.  OTHER INFORMATION AND SIGNATURE

 

Item 4. Submission of Matters to a Vote of Security Holders 12

 

Item 6. Exhibits and Reports on Form 8-K 12

 

Signature 13

 

Index to Exhibits Required by Item 601, Regulation S-K 14


3

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)

 

                                                           
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

 

Cost of services 909,731 876,809 1,801,826 1,723,637




 

Gross profit 197,009 189,974 384,983 369,105

 

Selling, general and administrative expenses 160,342 154,841 321,748 308,380




 

Earnings from operations 36,667 35,133 63,235 60,725

 

Interest (expense) income, net (167 ) 11 120 162




 

Earnings before income taxes 36,500 35,144 63,355 60,887

 

Income taxes 14,675 14,410 25,470 24,965




 

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

 

Average shares outstanding (thousands):
Basic 35,714 35,842 35,709 35,828
Diluted 35,779 36,002 35,777 35,973

 

Dividends per share $ .25 $ .24 $ .49 $ .47

See accompanying Notes to Financial Statements.


4

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

 

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

 

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

 

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.


5

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

 

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

 

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 )

 

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 )

 

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

 

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

 

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.


6

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


 

Net cash from operating activities 42,701 58,443


 

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 )


 

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


 

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


 

Cash and equivalents at end of period $ 36,155 $ 57,936


      See accompanying Notes to Financial Statements.


7

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 Company’s consolidated financial statements and notes thereto for the fiscal year ended January 2, 2000 (the 1999 consolidated financial statements).

2. Segment Disclosures
The Company’s reportable segments, which are based on the Company’s 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




 

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 )




 

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.


8

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




 

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


9

Item 2. Management’s 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 Company’s 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 year’s 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 Company’s 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 Company’s global day’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 SEC’s 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 Company’s 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 Company’s 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 Company’s ability to effectively implement and manage its information technology programs and other factors discussed in the report and in the Company’s 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.

 

(b) The nominees for director, as listed in the Company’s 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.

 

(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 Company’s 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
 
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).

 

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).

 

27 Financial Data Schedule for six months ended July 2, 2000. 2
  

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND STATEMENT OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 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