SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 27, 2004
TEAMSTAFF, INC.
(Exact name
of Registrant as specified in
charter)
New Jersey | 0-18492 | 22-1899798 | ||||||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||||||||
300 Atrium Drive, Somerset, N.J. | 08873 | |||||
(Address of principal executive offices) | (Zip Code) | |||||
Registrant's telephone number, including area code (732) 748-1700
(Former name or former address, if changed since last report.)
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
(a) | Financial Statements. |
None
(b) | Pro Forma Financial Information |
None
(c) | Exhibits. |
The following exhibit is filed herewith:
Exhibit No. | Description |
99.1 | Investor Presentation |
Item 9: Regulation FD Disclosure.
The slides attached as Exhibit 99.1 to this Form 8-K have been included in TeamStaff, Inc.'s investor relations presentations as of May 27, 2004. The full slide presentation is available in the "Investor Relations" section on our website at www.teamstaff.com.
The information in this report (including Exhibit 99.1) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. The furnishing of the slide is not intended to, and does not, constitute a determination or admission by TeamStaff that the information in the slide is material or complete, or that investors should consider this information before making an investment decision with respect to any security of TeamStaff.
This Current Report on Form 8-K includes forward-looking statements and assumptions, which reflect the registrant's current view with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical and anticipated results. Specifically, the reported values of the registrant's community development assets are based on projected events, including price growth, sales pace and expected costs. The words "believe," "expect," "anticipate," "hypothetical" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The registrant undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of certain factors that could cause actual results to differ materially from historical or anticipated results, the registrant's Form 10-K for the year ended September 30, 2003 and Form 10-Q for quarters ended December 31, 2003 and March 31, 2004.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 27, 2004 TEAMSTAFF, INC.
(Registrant)
By:
/s/ Edmund C. Kenealy
Edmund C. Kenealy, Vice President, General Counsel and Secretary |
Investment Community
Presentation
May 2004
Forward-Looking Statements
This presentation
contains "forward-looking statements" as defined by the Federal
Securities
Laws. TeamStaff's actual results could differ materially from those
described
in such forward-looking statements as a result of certain risk
factors, including but not
limited to: (i) regulatory and tax developments;
(ii) changes in direct costs and operating
expenses; (iii) the estimated
costs and effectiveness of capital projects and investments in
technology
infrastructure; (iv) ability to effectively implement its business strategies
including, but not limited to, its new business strategy for its temporary
medical staffing
division, and operating efficiency initiatives; (v) the
effectiveness of sales and marketing
efforts, including TeamStaffs
marketing arrangements with other companies; (vi)
changes in the
competitive environment in the temporary staffing, permanent placement
and
payroll processing industries; (vii) dependence upon key personnel; and (viii)
other
one-time events and other important factors disclosed previously and
from time to time in
TeamStaff's filings with the U.S. Securities and
Exchange Commission. These factors
are described in further
detail in TeamStaffs filings with the U.S. Securities and
Exchange
Commission.
Overview Of TeamStaff
Top 3 in Segment
$58 Million Revenue
in Fiscal 03
HealthCare
Staffing
Industry
Allied
Health
Travel Segment
$5 Million Revenue
34% EBITDA
in Fiscal 03
Payroll Industry
Construction
Segment
TeamStaff is a
35-year-old leader in two attractive market
segments: Healthcare staffing
and
payroll administration services
Our Turnaround Strategy/Agenda
New top management team
Divested lower-margin PEO operations
Focusing on higher-margin healthcare staffing
Expanding sales force and relationship selling
Cultivating large
hospital relationships VIP
Program
as
differentiator
Expanding
allied
and travel nursing business via
acquisitions
and alliances
Restructuring and lowering operating costs
The Management Team
T. Kent Smith, President & CEO
Former SVP,
Norrell Corporation ($1.4 billion public staffing company;
350 branches and
450 client sites)
Served as
VP Finance and Strategic Planning; VP, CIO, and SVP,
Service Operations
Took
Norrell public in 1994, along with CEO and EVP; resulted in 13
straight
quarters of hitting earnings targets
Former
President, The HoneyBaked Ham Company and CEO of Heavenly
Ham
Turned
around 2000 loss of $3.7 million to $5.6 and $6.6 million in
2001-2
Doubled
sales of $125 million to $250 million, and locations from 100
to
350
Acquired largest competitor adding $85 million and 200 locations
The Management Team
Rick Filippelli, CFO
26 years of financial accounting experience
Former CFO
of Rediff, A publicly-traded small cap information
technology company
Former CFO of $2 billion insurance subsidiary of GE Capital
Big 4 public accounting experience
Certified Public Accountant
Tim Nieman, President, TeamStaff Rx
16 years staffing experience: Norrell and Spherion - $3 billion entity
Former SVP of Vendor Management/Technology
Multiple-channel, multiple-geography sales management background
Sale Of PEO
Benefits To TeamStaff
Provided $7.0MM of cash in 1Q 04
Escrow release of $2.25 MM additional cash in 3Q 04
Potential
return of $5 MM workers compensation premiums
as program runs-off
Will free
up receivables or cash used as collateral to support
workers
compensation program
Reduces earnings volatility associated with PEO
Enables
management to focus on growing TeamStaff Rx
business
Healthcare
Staffing
Industry Overview
$11.4 billion revenues in 2003
Grew 15% annually prior to 2003
High-growth industry due to aging population,
shortages of skilled staff
10
largest firms
account for less than
one third of sectors
revenue base
Industry Dynamics Are Very Attractive
U.S.
population over 65 is
expected to grow
over
14% by 2010,
increasing
need for healthcare
services
Legislative mandates
on
overtime and
staffing
ratios increase
shortage
Nursing
Supply/Demand
Imbalance
TeamStaff Rx
Participates In Two High-Margin Healthcare
Staffing Industry Segments of an
$11.4 Billion Industry
Med-Financial
5.6%
Locum Tenens
(Physicians)
8.3%
Travel Nurses
13.9%
Source: Staffing Industry Report
Per Diem
Nurses
59.7%
Allied (Travel &
Per Diem)
12.5%
TSTF-20%
TSTF-80%
TeamStaff Rx Is the
Third Largest Allied
Healthcare Provider
Nurse
Allied
Medical
Staffing Network
(MRN)
InteliStaff/StarMed
Healthcare (Merging)
Favorite Nurses
Nursefinders
Cross Country (CCRN)
AMN HealthCare
(AHS)
Intelistaff/StarMed
(Merging)
US Nursing
CompHealth
Club Staffing
TeamStaff Rx (TSTF)
Per Diem
(Hourly & Daily)
Travel
Travel & Per Diem
TeamStaff Rx Is the
Third Largest Allied
Healthcare Provider
There
Are Three Major Healthcare Staffing Industry Trends,
Repeating The 1990s
Clerical/Light Industrial Staffing Experience
Roll-up potential early
Acquisition possibilities
Alliances struck
Larger
providers
benefit
and survive
Purchase
additional
service offerings to
reach
critical mass for selling
Vendor Management;
Purchases to add scale to
leverage
infrastructures;
Roll-ups begin; and finally
Purchases to realize Top 5
size objectives
Travel
Nursing adding
Travel Allied and vice
versa;
Per Diem firms adding
Travel and vice versa;
Later,
Med-Financial and
Locum Tenens added
Narrowing to about 10
Providers;
Then to 3-5 Providers;
In some cases, down to 1
Timeframe: minimum 3-5
years, possibly
faster
Industry Consolidation
One-Stop
Shopping
Vendor Consolidation
TeamStaff Rx Growth Initiatives
Forge
alliances (e.g., PPR Travel and
Nursefinders) and pursue complementary
acquisitions
Expand sales force and relationship selling
Emphasize VIP to
capitalize on vendor
consolidation trend
In
Hospitals, The Rules of the Game are Changing
For Healthcare
Staffing Providers . . .
Government Hospitals
HCSP 2
Cancer Centers
Hospital Derivatives
Imaging Centers
Hospitals
HCSP 3
HCSP 40
HCSP 39
Rx
HCSP 4
And
TeamStaff Rx Must Participate As An
Intermediary/Vendor Manager . .
.
Cancer Centers
Hospital Derivatives
Imaging Centers
Hospitals
HCSP 5
HCSP 6
HCSP 4
GPOs
Vendor
Neutrals
State
Association
TeamStaff
Rx
Government Hospitals
Hospital-
owned
HCSPs
. . . as well as a subcontractor for Allied
Beyond Compare: TeamStaff Rx Trade Advertising Campaign
Cost-Containment Model
Saves 5% to 20%
Optimized Vendor
Management
Technologies
Automated One-Click
Reporting
Onsite & Virtual
Account Managers
Streamlined Procedures
& More
Construction industry niche market with client
retention in excess
of 90%
FY03 revenues $5.0 million with 34% EBITDA
margin
Expanding into new geographic territories
Services are now available through a user-
friendly, online
customer interface
*Excludes former CEO and CFO severance and supplemental retirement plan obligations
New Management Team, Investment in Sales and Marketing, Introduction of VIP Coupled
With an Improving Economy Will Drive TeamStaffs Return to Profitability
Note:
a
presentation of the most directly comparable financial measures calculated and
presented in accordance with GAAP and a reconciliation of the differences
between the non-GAAP
financial measures presented above and the most
directly comparable financial measures calculated and presented in accordance
with GAAP are available at the investor relations section of our
web site:
www.teamstaff.com.
Revenues
($MM)
$16.4
$14.7
$13.4
Payroll
Rx
2 Qtr
3 Qtr
4 Qtr
EBITDA
($MM)
$0.1
$0.1
Rx
Payroll
Corporate*
($0.7)
2 Qtr
3 Qtr
4 Qtr
1 Qtr
Continuing
Operations:
Quarterly Revenues/EBITDA
2 Qtr
2 Qtr
$8.8
($0.8)
Fiscal 03
Fiscal 03
$9.8
1 Qtr
Fiscal 04
($0.2)
Fiscal 04
Revenues
($MM)
$69.0
$79.8
$62.8
Payroll
Rx
01
02
03
EBITDA
($MM)
$5.6
$4.8
$0.6
Rx
Payroll
Corporate*
01
02
03
Continuing
Operations:
Fiscal Years 01-03
*Excludes former CEO and CFO severance and supplemental retirement plan obligations
Note: a presentation of the most directly comparable financial measures calculated and presented in accordance with GAAP and a reconciliation of the differences between the
non-GAAP financial measures presented above and the most directly comparable financial measures calculated and presented in accordance with GAAP are available at the
investor relations section of our web site: www.teamstaff.com.
Balance Sheets
1.2
1.9
Restricted Cash
9/30/03
Total Current Assets
$60.6
$42.6
Total Liabilities and Stockholders Equity
35.1
32.3
Stockholders Equity
25.5
10.3
Total Liabilities
16.4
2.5
Liabilities Held for Sale
1.8
1.4
Other Liabilities
$7.3
$6.4
Current Liabilities
4.9
3.2
Accounts Receivable
$60.6
$42.6
Total Assets
22.4
1.1
Assets Held For Sale
15.5
17.5
Other
5.9
5.9
Intangibles
1.2
1.1
Fixed Assets, Net
15.6
17.0
1.5
3.5
3.7
5.0
Prepaid Workers Compensation
$4.3
$3.4
Cash
3/31/04
(unaudited)
Other Current Assets
($MM)
Long-term growth of Healthcare Staffing
Economy and job creation to return
Alliance potential with Nursing firms
Sales force expansion and relationship selling
Vendor
consolidation benefits: Subcontractor & VIP
Sales
Liquidity available for Allied acquisitions to
strengthen #3 position
Experienced staffing management team who
understands the
industry dynamics
Summary Of Strategic Objectives And
Why To Invest In TeamStaff
TeamStaff
Inc.
Reconciliation of income/(loss) from operations to EBITDA
before SERP & Severance
Fiscal years 2001, 2002 &
2003
($ in
000's)
2001 | 2002 | 2003 | ||||||||||||
EBITDA before SERP & Severance | $ | 5,560 | $ | 4,825 | $ | 551 | ||||||||
Depreciation | (379 | ) | (198 | ) | (328 | ) | ||||||||
Fee Income | (669 | ) | (886 | ) | (502 | ) | ||||||||
(Loss)/Income from operations before SERP & Severance | 4,512 | 3,741 | (279 | ) | ||||||||||
SERP & Severance (a) | — | — | (2,517 | ) | ||||||||||
Income/(Loss) from operations | $ | 4,512 | $ | 3,741 | $ | (2,796 | ) | |||||||
(a) | Relates to TeamStaff's former CEO & CFO additional cost associated from SERP & severance cost |
(b) | 2003 Income/(loss) from operations adjusted from numbers originally reported due to reclass of certain items to discontinued operations. |
TeamStaff Inc.
Reconciliation
of income/(loss) from operations to EBITDA before SERP &
Severance
Fiscal year 2003 and 2004 by Quarter
($ in
000's)
2003 | 2004 | |||||||||||||||||||||||||||||
1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Total Year |
1st Qtr | 2nd Qtr | ||||||||||||||||||||||||
EBITDA before SERP & Severance | $ | 566 | $ | 109 | $ | 62 | $ | (186 | ) | $ | 551 | $ | (671 | ) | $ | (755 | ) | |||||||||||||
Depreciation | (74 | ) | (77 | ) | (86 | ) | (91 | ) | (328 | ) | (73 | ) | (115 | ) | ||||||||||||||||
Fee Income | (163 | ) | (110 | ) | (120 | ) | (109 | ) | (502 | ) | (68 | ) | (48 | ) | ||||||||||||||||
(Loss)/Income from operations before SERP & Severance | 329 | (78 | ) | (144 | ) | (386 | ) | (279 | ) | (812 | ) | (918 | ) | |||||||||||||||||
SERP & Severance (a) | — | (1,102 | ) | (1,415 | ) | — | (2,517 | ) | (105 | ) | (158 | ) | ||||||||||||||||||
Income/(Loss) from operations | $ | 329 | $ | (1,180 | ) | $ | (1,559 | ) | $ | (386 | ) | $ | (2,796 | ) | $ | (917 | ) | $ | (1,076 | ) | ||||||||||
(a) | Relates to TeamStaff's former CEO & CFO additional cost associated from SERP & severance cost |
(b) | 2003 Income/(loss) from operations adjusted from numbers originally reported due to reclass of certain items to discontinued operations. |