UNITED STATES
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): August 14, 2008
TeamStaff, Inc.
(Exact name of registrant as specified in its charter)
| New Jersey | 0-18492 | 22-1899798 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1 Executive Drive Somerset, NJ |
08873 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 523-9897
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02
|
RESULTS OF OPERATIONS AND FINANCIAL CONDITION | |
| On August 14, 2008, TeamStaff, Inc. announced by press release its
financial results for the fiscal quarter ended June 30, 2008. A copy
of the press release is attached hereto as Exhibit 99.1. The information in this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
||
Item 9.01
|
FINANCIAL STATEMENTS AND EXHIBITS |
| Exhibit | ||
| Number | Exhibit Title or Description | |
99.1
|
Press Release dated August 14, 2008. |
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, hereunto duly authorized.
| TeamStaff, Inc. | ||||
| By: | /s/ Rick Filippelli | |||
| Name: | Rick Filippelli | |||
| Title: | President and Chief Executive Officer | |||
| Date: | August 14, 2008 | |||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1 |
Press Release dated August 14, 2008. |
2
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACTS:
Rick Filippelli, President and CEO
|
Donald C. Weinberger/Alisa Steinberg (media) | |
TeamStaff, Inc.
|
Wolfe Axelrod Weinberger Associates, LLC | |
1 Executive Drive
|
212-370-4500 | |
Somerset, NJ 08873
|
don@wolfeaxelrod.com | |
866-352-5304
|
alisa@wolfeaxelrod.com |
TeamStaff Reports Third Quarter EPS from Continuing Operations of $0.12
Compared to a Loss of $0.27 Per Share in the Prior Year
EPS from Continuing Operations for Nine Months Ended June 30, 2008 of $0.14
Compared to a Loss of $0.62 Per Share in the Prior Year
Compared to a Loss of $0.27 Per Share in the Prior Year
EPS from Continuing Operations for Nine Months Ended June 30, 2008 of $0.14
Compared to a Loss of $0.62 Per Share in the Prior Year
Somerset, New Jersey— August 14, 2008 — TeamStaff, Inc. (NASDAQ: TSTF) a national provider of
healthcare, logistics and administrative staffing services, today announced its financial results
for the third fiscal quarter ended June 30, 2008.
TeamStaff’s revenues for the three months ended June 30, 2008 were $17.8 million as compared to
$16.6 million in the comparable quarter last year. Income from continuing operations for the
quarter ended June 30, 2008 was $0.6 million or $0.12 per share as compared to a loss of $1.3
million or ($0.27) per share in the comparable quarter last year. Income from continuing
operations for the nine months ended June 30, 2008 was $0.7 million or $0.14 per share as compared
to a loss of $3.0 million or ($0.62) per share in the comparable nine months last year. Earnings
per share in this release have been retroactively adjusted so as to incorporate the effect of the
one-to-four reverse stock split effective April 21, 2008.
Commenting on the Company’s turnaround, TeamStaff’s President and CEO, Rick J. Filippelli, stated,
“Our government staffing division, TeamStaff Government Solutions (“GS”) continues to produce solid
earnings. Our strategy to expand into Department of Defense contract opportunities as well as
vertically driving our penetration in the Veterans Administration facilities has yielded positive
results. In addition, GS is now bidding on government logistics staffing contracts such as
warehouse management and base operating support services and has several bids outstanding. Gross
margins improved due to higher pricing, direct cost control initiatives and more direct placements
of contracted employees with less reliance on teaming partners. In our travel division, results
were below internal expectations as the slowdown in diagnostic imagining offset the increase in
nursing orders we saw during the quarter. As we anticipated, the JCAHO (“Joint Commission on the
Accreditation of Healthcare Organizations”) certification awarded to us earlier this year has
provided additional recruiting as well as sales opportunities for us. As we continue to add to our
travel sales force and expand our marketing initiatives, we believe the number of placements will
increase and results will improve in this division.” Mr. Filippelli continued, “Overall, we
continue to execute on our turnaround plan with nine month income from continuing operations
improving by $3.7 million from a year ago.”
TeamStaff’s gross profit was $3.3 million, or 18.6% of revenues, in the third quarter of fiscal
2008 as compared to $3.0 million, or 17.9% of revenues, in the third quarter of fiscal 2007.
SG&A expenses were $3.0 million in the third quarter of fiscal 2008 compared to $3.1 million in the
comparable quarter last year. Adjusted for severance expense included in the three months ended
June 30, 2007 and certain insurance items in the three months ended June 30, 2008, SG&A expenses
increased $0.3 million. While the Company continues with its cost saving initiatives, this increase
is due to an additional 35% in new business spending as well as certain employee costs. The
Company seeks continued elimination of overhead costs deemed to be non-essential to growth or
infrastructure.
Other income, net was $0.3 million for the three months ended June 30, 2008, primarily as a result
of a change in estimate related to favorable resolution of certain periods IRS tax assessments.
Net income, including the results from discontinued operations, was $0.5 million or $0.11 per share
for the third fiscal quarter of 2008, compared to a loss of $1.2 million or ($0.26) per share for
the comparable quarter in fiscal 2007.
Cash and cash equivalents were $1.3 million at June 30, 2008. Availability at June 30, 2008 under
the Company’s revolving credit facility was approximately $2.8 million. There was no outstanding
balance on the credit facility as of June 30, 2008. The Company believes that cash on hand and the
availability under the existing revolving line of credit will provide sufficient liquidity over the
next twelve months.
Nine Month Results
TeamStaff’s revenues for the nine months ended June 30, 2008 were $50.6 million as compared to
$50.4 million last year. TeamStaff’s gross profit was $9.0 million, or 17.8% of revenues, for the
nine months ended June 30, 2008 as compared to $8.0 million, or 15.9% of revenues, for the nine
months ended June 30, 2007.
SG&A expenses were $8.2 million and $9.8 million for the nine months ended June 30, 2008 and 2007,
respectively. Adjusted for severance expense included in the nine months ended June 30, 2007 and
certain insurance items in the nine months ended June 30, 2008, SG&A expenses decreased $0.7
million, or 7%, despite a 39% increase in new business expense. This increased spending is related
to increased sales and marketing efforts.
Income from continuing operations was $0.7 million or $0.14 per share for the first nine months of
fiscal 2008 compared to a loss of $3.0 million or ($0.62) per share for the first nine months of
fiscal 2007. Net income, including the results from discontinued operations, was $0.6 million or
$0.13 per share for the first nine months of fiscal 2008 compared to a loss of $2.8 million or
($0.57) per share for the first nine months of fiscal 2007.
About TeamStaff, Inc.
Headquartered in Somerset, New Jersey, TeamStaff serves clients and their employees throughout the
United States as a full-service provider of medical, logistics and administrative staffing through
its two subsidiaries, TeamStaff Rx and TeamStaff Government Solutions. TeamStaff Rx is a leading
provider of travel nursing and travel allied healthcare professionals. TeamStaff Rx operates
throughout the U.S. and specializes in the supply of travel allied medical employees and travel
nurses typically placed on 13 week assignments. TeamStaff Government Solutions specializes in
providing medical, logistics and office administration/technical professionals through nationwide
Federal Supply Schedule contracts with both the United States General Services Administration and
the United States Department of Veterans Affairs. For more information, visit the TeamStaff web
site at www.teamstaff.com.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
This press release contains “forward-looking statements” as defined by the Federal Securities Laws.
Statements in this press release regarding TeamStaff, Inc.’s business, which are not historical
facts are “forward-looking statements” that involve risks and uncertainties. TeamStaff’s actual
results could differ materially from those described in such forward-looking statements as a result
of certain risk factors and uncertainties, including but not limited to: our ability to recruit and
retain qualified temporary and permanent healthcare professionals and administrative staff upon
acceptable terms; our ability to enter into contracts with hospitals, healthcare facility clients,
affiliated healthcare networks, physician practice groups, government agencies and other customers
on terms acceptable to us and to secure orders related to those contracts; changes in the timing of
customer orders for placement of temporary and permanent healthcare professionals and
administrative staff; the overall level of demand for our services; our ability to successfully
implement our strategic growth, acquisition and integration strategies; the effect of existing or
future government legislation and regulation; the loss of key officers and management personnel
that could adversely affect our ability to remain competitive; other regulatory and tax
developments; and the effect of other important factors disclosed previously and from time-to-time
in TeamStaff’s filings with the U.S. Securities Exchange Commission. For a discussion of such risks
and uncertainties which could cause actual results to differ from those contained in the
forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the
most recently ended fiscal year. The information in this release should be considered accurate only
as of the date of the release. TeamStaff expressly disclaims any current intention to update any forecasts, estimates or other forward-looking statements contained in this
press release.
(financial tables follow)
TEAMSTAFF, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
| For the Three Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2008 | 2007 | |||||||
REVENUES |
$ | 17,788 | $ | 16,613 | ||||
DIRECT EXPENSES |
14,473 | 13,637 | ||||||
Gross profit |
3,315 | 2,976 | ||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
2,970 | 3,130 | ||||||
DEPRECIATION AND AMORTIZATION |
70 | 85 | ||||||
Income (loss) from operations |
275 | (239 | ) | |||||
OTHER INCOME (EXPENSE) |
||||||||
Interest income |
6 | 24 | ||||||
Interest expense |
(30 | ) | (49 | ) | ||||
Other income |
338 | 27 | ||||||
Legal expense related to pre-acquisition activity of
acquired company |
(18 | ) | (1,053 | ) | ||||
| 296 | (1,051 | ) | ||||||
Income (loss) from continuing operations before tax |
571 | (1,290 | ) | |||||
INCOME TAX (EXPENSE) BENEFIT |
— | — | ||||||
Income (loss) from continuing operations |
571 | (1,290 | ) | |||||
(LOSS) INCOME FROM DISCONTINUED OPERATIONS |
||||||||
Loss from operations, net of tax benefit of $0
for the quarters ended June 30, 2008 and 2007 |
(30 | ) | (77 | ) | ||||
Income from disposal, net of tax expense of $0
for the quarters ended June 30, 2008 and 2007 |
— | 125 | ||||||
(Loss) income from discontinued operations |
(30 | ) | 48 | |||||
Net income (loss) |
$ | 541 | $ | (1,242 | ) | |||
EARNINGS (LOSS) PER SHARE — BASIC & DILUTED |
||||||||
Income (loss) from continuing operations |
$ | 0.12 | $ | (0.27 | ) | |||
(Loss) income from discontinued operations |
(0.01 | ) | 0.01 | |||||
Net earnings (loss) per share |
$ | 0.11 | $ | (0.26 | ) | |||
WEIGHTED AVERAGE BASIC SHARES OUTSTANDING |
4,868 | 4,824 | ||||||
WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING |
4,882 | 4,824 | ||||||
TEAMSTAFF, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
| For the Nine Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2008 | 2007 | |||||||
REVENUES |
$ | 50,554 | $ | 50,378 | ||||
DIRECT EXPENSES |
41,536 | 42,384 | ||||||
Gross profit |
9,018 | 7,994 | ||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
8,220 | 9,809 | ||||||
DEPRECIATION AND AMORTIZATION |
248 | 262 | ||||||
Income (loss) from operations |
550 | (2,077 | ) | |||||
OTHER INCOME (EXPENSE) |
||||||||
Interest income |
18 | 58 | ||||||
Interest expense |
(131 | ) | (161 | ) | ||||
Other income |
401 | 124 | ||||||
Legal expense related to pre-acquisition activity of
acquired company |
(156 | ) | (1,053 | ) | ||||
| 132 | (1,032 | ) | ||||||
Income (loss) from continuing operations before tax |
682 | (3,109 | ) | |||||
INCOME TAX BENEFIT |
— | 108 | ||||||
Income (loss) from continuing operations |
682 | (3,001 | ) | |||||
(LOSS) INCOME FROM DISCONTINUED OPERATIONS |
||||||||
(Loss) income from operations, net of tax benefit of
$0 and $14
for 2008 and 2007, respectively |
(42 | ) | 41 | |||||
Income from disposal, net of tax expense of $0 and $48
for 2008 and 2007, respectively |
— | 202 | ||||||
(Loss) income from discontinued operations |
(42 | ) | 243 | |||||
Net income (loss) |
$ | 640 | $ | (2,758 | ) | |||
EARNINGS (LOSS) PER SHARE — BASIC & DILUTED |
||||||||
Income (loss) from continuing operations |
$ | 0.14 | $ | (0.62 | ) | |||
(Loss) income from discontinued operations |
(0.01 | ) | 0.05 | |||||
Net earnings (loss) per share |
$ | 0.13 | $ | (0.57 | ) | |||
WEIGHTED AVERAGE BASIC SHARES OUTSTANDING |
4,851 | 4,812 | ||||||
WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING |
4,865 | 4,812 | ||||||
TEAMSTAFF, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
| June 30, | September 30, | |||||||
| ASSETS | 2008 | 2007 | ||||||
| unaudited | ||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 1,269 | $ | 592 | ||||
Accounts receivable, net of allowance for doubtful
accounts of $5 and $17 as of June 30, 2008 and
September 30, 2007, respectively |
8,450 | 8,279 | ||||||
Prepaid workers’ compensation |
428 | 468 | ||||||
Assets held for sale |
89 | 490 | ||||||
Other current assets |
1,014 | 642 | ||||||
Total current assets |
11,250 | 10,471 | ||||||
EQUIPMENT AND IMPROVEMENTS: |
||||||||
Furniture and equipment |
3,299 | 3,276 | ||||||
Computer equipment |
613 | 561 | ||||||
Computer software |
1,134 | 995 | ||||||
Leasehold improvements |
20 | 41 | ||||||
| 5,066 | 4,873 | |||||||
Less accumulated depreciation and amortization |
(4,347 | ) | (4,132 | ) | ||||
Equipment and improvements, net |
719 | 741 | ||||||
TRADENAME |
4,569 | 4,569 | ||||||
GOODWILL |
10,305 | 10,305 | ||||||
OTHER ASSETS |
165 | 82 | ||||||
TOTAL ASSETS |
$ | 27,008 | $ | 26,168 | ||||
TEAMSTAFF, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT PAR VALUE OF SHARES)
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT PAR VALUE OF SHARES)
| June 30, | September 30 | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | 2008 | 2007 | ||||||
| unaudited | ||||||||
CURRENT LIABILITIES: |
||||||||
Notes payable |
$ | 1,500 | $ | 1,500 | ||||
Current portion of capital lease obligations |
68 | 63 | ||||||
Accrued payroll |
3,215 | 1,581 | ||||||
Accrued pension liability |
140 | 280 | ||||||
Accounts payable |
2,808 | 3,727 | ||||||
Accrued expenses and other current liabilities |
1,599 | 1,756 | ||||||
Liabilities from discontinued operations |
79 | 263 | ||||||
Total current liabilities |
9,409 | 9,170 | ||||||
CAPITAL LEASE OBLIGATIONS, net of current portion |
146 | 183 | ||||||
ACCRUED PENSION LIABILITY, net of current portion |
— | 66 | ||||||
OTHER LONG TERM LIABILITY, net of current portion |
135 | 155 | ||||||
Total Liabilities |
9,690 | 9,574 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
SHAREHOLDERS’ EQUITY: |
||||||||
Preferred stock, $.10 par value; authorized 5,000 shares;
none issued and outstanding |
— | — | ||||||
Common Stock, $.001 par value; authorized 40,000 shares;
issued 4,874 and 4,823 at June 30, 2008 and
September 30, 2007, respectively; outstanding 4,843 and
4,821 at June 30, 2008 and September 30, 2007,
respectively |
5 | 5 | ||||||
Additional paid-in capital |
68,787 | 68,726 | ||||||
Accumulated deficit |
(51,440 | ) | (52,080 | ) | ||||
Accumulated comprehensive loss |
(10 | ) | (33 | ) | ||||
Treasury stock, 2 shares at cost at June 30, 2008 and
September 30, 2007 |
(24 | ) | (24 | ) | ||||
Total shareholders’ equity |
17,318 | 16,594 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ | 27,008 | $ | 26,168 | ||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| Condensed Consolidated Statement of Operations: | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Revenue |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Direct Expenses |
81.4 | % | 82.1 | % | 82.2 | % | 84.1 | % | ||||||||
Gross Profit |
18.6 | % | 17.9 | % | 17.8 | % | 15.9 | % | ||||||||
Selling, general and administrative |
16.7 | % | 18.8 | % | 16.3 | % | 19.5 | % | ||||||||
Depreciation and amortization expense |
0.4 | % | 0.5 | % | 0.4 | % | 0.5 | % | ||||||||
Income (loss) from operations |
1.5 | % | -1.4 | % | 1.1 | % | -4.1 | % | ||||||||
Other income (expense) |
1.7 | % | -6.4 | % | 0.3 | % | -2.1 | % | ||||||||
Income (loss) from continuing operations
before tax |
3.2 | % | -7.8 | % | 1.4 | % | -6.2 | % | ||||||||
Income tax benefit |
0.0 | % | 0.0 | % | 0.0 | % | 0.2 | % | ||||||||
Income (loss) from continuing operations |
3.2 | % | -7.8 | % | 1.4 | % | -6.0 | % | ||||||||
(Loss) income from discontinued operations |
-0.2 | % | 0.3 | % | -0.1 | % | 0.5 | % | ||||||||
Net income (loss) |
3.0 | % | -7.5 | % | 1.3 | % | -5.5 | % | ||||||||