UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
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 No. 1-16025
HEADWAY CORPORATE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2134871
(State of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
317 Madison Avenue, New York, New York 10017
(Address of principal executive offices)
(212) 672-6501
(Registrant's telephone number, including area code)
Not Applicable
(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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 13,914,627 shares of common
stock as of May 14, 2003.
FORM 10-Q
HEADWAY CORPORATE RESOURCES, INC. AND SUBSIDIARIES
INDEX
Page
PART I. Financial Information 3
Item 1. Financial Statements 3
Consolidated Balance Sheets
March 31, 2003 (Unaudited) and December 31, 2002 3
Unaudited Consolidated Statements of Operations
Three Months Ended March 31, 2003 and 2002 4
Unaudited Consolidated Statement of Stockholders' (Deficit)
Three Months Ended March 31, 2003 5
Unaudited Consolidated Statements of Cash Flows
Three Months Ended March 31, 2003 and 2002 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
PART II. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 20
FORWARD-LOOKING STATEMENT NOTICE
When used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events, conditions, and financial trends that may affect the
Company's future plans of operations, business strategy, operating results, and
financial position. Persons reviewing this report are cautioned that any
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors. Such factors are discussed under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations," and also include
general economic factors and conditions that may directly or indirectly impact
the Company's financial condition or results of operations.
2
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands, except share data)
March 31, December 31,
2003 2002
-----------------------------
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 8,753 $ 2,450
Short-term investments 1,200 1,200
Accounts receivable, trade, net 28,624 28,319
Prepaid expenses and other current assets 1,479 1,314
Deferred financing costs, current 587 1,156
Prepaid and refundable income taxes - 5,325
Assets held for sale - 3,033
-----------------------------
Total current assets 40,643 42,797
Property and equipment, net 3,206 3,302
Investment in and note receivable from Whitney Group, LLC 1,445 -
Deferred financing costs 389 413
Other assets 1,571 1,845
-----------------------------
Total assets $ 47,254 $ 48,357
=============================
Liabilities and stockholders' (deficit)
Current liabilities:
Loans payable $ 82,000 $ 82,000
Accounts payable 769 904
Accrued interest 4,522 3,323
Accrued expenses 3,404 3,746
Accrued payroll 8,615 5,224
Capital lease obligations, current portion 82 120
Liabilities held for sale - 2,732
------------------------------
Total current liabilities 99,392 98,049
Capital lease obligations, less current portion - 5
Deferred rent 130 139
Commitments and contingencies
Preferred stock---$.0001 par value, 5,000,000 shares
authorized: Series G, convertible preferred stock--1,000
shares authorized and outstanding (aggregate liquidation
value $23,868), currently redeemable by its terms. 23,868 23,285
Stockholders' (deficit)
Common stock---$.0001 par value, 80,000,000 shares
authorized, 13,914,627 shares issued and outstanding at
March 31, 2003 and December 31, 2002. 1 1
Additional paid-in capital 18,920 18,920
Notes receivable (71) (71)
Deferred compensation (242) (267)
(Accumulated deficit) (94,744) (91,477)
Other comprehensive loss - (227)
------------------------------
Total stockholders' (deficit) (76,136) (73,121)
------------------------------
Total liabilities and stockholders' (deficit) $ 47,254 $ 48,357
==============================
See accompanying notes.
3
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
(Dollars in Thousands, except per share data)
Three months ended March 31,
2003 2002
----------------------------
Revenues $ 65,198 $ 65,315
Operating expenses:
Direct costs 58,695 56,880
Selling, general and administrative 6,588 8,761
Depreciation and amortization 289 377
----------------------------
65,572 66,018
Operating (loss) (374) (703)
Other (income) expenses:
Interest expense 2,619 3,854
Interest income (1) (25)
----------------------------
2,618 3,829
Loss from continuing operations before
income tax benefit and cumulative effect
of accounting change (2,992) (4,532)
Income tax benefit (593) (1,367)
----------------------------
Loss from continuing operations before
cumulative effect of accounting change (2,399) (3,165)
Discontinued operations:
Loss from discontinued operations (380) (522)
Income tax benefit - (178)
Gain on disposal of discontinued
operations 95 -
----------------------------
Loss on discontinued operations (285) (344)
----------------------------
Loss before cumulative effect of accounting
change (2,684) (3,509)
Cumulative effect of accounting change - (45,000)
----------------------------
Net loss (2,684) (48,509)
Preferred dividend requirements (583) (497)
----------------------------
Net loss available for common stockholders $ (3,267) $ (49,006)
============================
Basic and diluted loss per share:
Basic and diluted loss from continuing
operations per common share before
cumulative effect of accounting change $ (.22) $ (.34)
Discontinued operations (.02) (.03)
Cumulative effect of accounting change - (4.20)
----------------------------
Basic and diluted loss per common share $ (.24) $ (4.57)
============================
See accompanying notes.
4
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Statement of Stockholders' (Deficit)
Three Months Ended March 31, 2003
(Unaudited)
(Dollars in thousands, except share data)
- --------------------------------------------------------------------------------------
Additional
Common Stock Paid-in Notes Deferred
Shares Amount Capital Receivable Compensation
- --------------------------------------------------------------------------------------
Balance at December 31, 2002 13,914,627 $ 1 $18,920 $ (71) $ (267)
Amortization of stock-based
compensation - - - - 25
Preferred Stock Dividend - - - - -
Translation adjustment - - - - -
Disposal of discontinued
operations - - - - -
Net loss - - - - -
Comprehensive loss - - - - -
- --------------------------------------------------------------------------------------
Balance at March 31, 2003 13,914,627 $ 1 $18,920 $ (71) $ (242)
- --------------------------------------------------------------------------------------
See accompanying notes.
5
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Statement of Stockholders' (Deficit), Continued
Three Months Ended March 31, 2003
(Unaudited)
(Dollars in thousands, except share data)
- -------------------------------------------------------------------------
Accumulated
Other Total
(Accumulated Comprehensive Stockholders'
Deficit) (Loss) (Deficit)
- -------------------------------------------------------------------------
Balance at December 31, 2002 $ (91,477) $ (227) $ (73,121)
Amortization of stock-based
compensation - - 25
Preferred stock dividends (583) - (583)
Translation adjustment - (133) (133)
Disposal of discontinued
operations - 360 360
Net loss (2,684) - (2,684)
-------
Comprehensive loss - - (2,457)
- -------------------------------------------------------------------------
Balance at March 31, 2003 $ (94,744) $ - $ (76,136)
- -------------------------------------------------------------------------
See accompanying notes.
6
Headway Corporate Resources, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in Thousands)
Three months ended March 31,
2003 2002
------------------------------
Operating activities:
Net loss $ (2,684) $ (48,509)
Loss from discontinued operations 380 344
Gain on disposal of discontinued operations (95) -
------------------------------
Loss from continuing operations (2,399) (48,165)
Adjustments to reconcile net loss from continuing
operations to net cash provided by operating activities:
Cumulative effect of accounting change - 45,000
Depreciation and amortization 289 377
Amortization of deferred financing costs 593 1,286
Provision for bad debt (17) 60
Amortization of deferred compensation 25 29
Changes in assets and liabilities
Accounts receivable (288) 1,447
Prepaid expenses and other assets (165) 349
Prepaid and refundable income taxes 5,325 1,473
Other assets 274 -
Accounts payable, accrued interest and expenses 722 (1,165)
Accrued payroll 3,391 3,605
Deferred rent (9) (9)
------------------------------
Net cash provided by continuing operations 7,741 4,287
Net cash (used in) discontinued operations (1,202) (1,290)
------------------------------
Net cash provided by operating activities 6,539 2,997
------------------------------
Investing activities:
Expenditures for property and equipment (193) (225)
Cash paid for acquisitions - (423)
------------------------------
Net cash used in investing activities (193) (648)
------------------------------
Financing activities:
Payment of capital lease obligations (43) (50)
Payments of loan acquisition fees - (268)
------------------------------
Net cash used in provided by financing activities (43) (318)
------------------------------
Increase in cash and cash equivalents 6,303 2,031
Cash and cash equivalents at beginning of period 2,450 7,564
------------------------------
Cash and cash equivalents at end of period $ 8,753 $ 9,595
==============================
7
HEADWAY CORPORATE RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
March 31, 2003
(1) BASIS OF PRESENTATION
Headway Corporate Resources, Inc. and its wholly owned subsidiaries
(collectively referred to as the "Company") provide strategic staffing solutions
and personnel worldwide. Its operations included information technology
staffing, temporary staffing, human resource staffing, permanent placement and
executive search. Headquartered in New York, the Company has temporary staffing
offices in California, Connecticut, Florida, New Jersey, North Carolina,
Virginia, and, until recently, Texas and had executive search offices in New
York, Illinois, Massachusetts, the United Kingdom and Hong Kong. In March 2003,
the company exited its executive search segment through the sale of its Whitney
subsidiaries (see note 7). These consolidated financial statements include the
accounts of Headway Corporate Resources, Inc. and its subsidiaries.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three-month period ended March 31, 2003 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2003.
The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial statements. Certain items previously reported in
specific financial statement captions have been reclassified due to the sale of
the Whitney subsidiaries (see note 7).
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 2002.
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has a working capital
deficiency as a result of its Senior Credit Facility expiring on June 30, 2003.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The accompanying financial statements do not include any
adjustment to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the outcome of this uncertainty.
As more fully described in Note 4, management is negotiating with its lenders to
restructure these obligations and for other potential sources of financing.
There can be no assurance that such negotiation will be concluded on terms
acceptable to the Company or at all.
(2) GOODWILL
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations", effective for all combinations initiated after June 30, 2001, and
No. 142, "Goodwill and Other Intangible Assets". Under the new rules, goodwill
and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with the
Statement. Other intangible assets will continue to be amortized over their
useful lives.
Upon adoption of SFAS No. 142 in the first quarter of 2002, the Company recorded
a one-time, non-cash charge of $45 million to reduce the carrying value of its
goodwill. Such charge was non-operational in nature and was reflected as a
cumulative effect of an accounting change in the accompanying consolidated
statement of operations. Based on the results of the Company's annual goodwill
8
impairment test in the fourth quarter of 2002 and the estimated implied value of
the Company based on the various restructuring proposals received by the
Company, it was determined that there was a further impairment of the remaining
goodwill and accordingly the balance of $42,471,000 was written off at such
time. This amount was reflected as impairment of goodwill and long-lived assets
in the 2002 consolidated statement of operations.
(3) LOSS PER SHARE
The following table sets forth the computation of basic and diluted loss per
share:
Three months ended March 31,
2003 2002
----------------------------
Numerator:
Net loss $(2,684,000) $(48,509,000)
Discontinued operations, net of tax benefit 285,000 344,000
Cumulative effect of accounting change - 45,000,000
Preferred dividend requirements (583,000) (497,000)
----------------------------
Numerator for basic and diluted
loss per share - net loss from continuing
operations available for common stockholders
before cumulative effect of accounting change (2,982,000) (3,662,000)
Discontinued operations, net of tax benefit (285,000) (344,000)
Cumulative effect of accounting change - (45,000,000)
----------------------------
Numerator for basic and diluted loss per share -
net loss available for common stockholders $(3,267,000) $(49,006,000)
============================
Denominator:
Denominator for basic and diluted
loss per share--weighted average shares 13,729,627 10,729,627
============================
Basic and diluted loss from continuing
operations per share before cumulative effect
of accounting change $ (.22) $ (.34)
Discontinued operations (.02) (.03)
Cumulative effect of accounting change - (4.20)
----------------------------
Basic and diluted loss per common share $ (.24) $ (4.57)
============================
(4) LONG-TERM DEBT AND CREDIT FACILITIES
As of March 31, 2003, $72,000,000 in aggregate principal amount was outstanding
under the Company's Senior Credit Facility. The Company's Senior Credit Facility
expires in June 2003 with all outstanding amounts then due. Substantially all
assets of the Company have been pledged as collateral for the senior credit
facility. In December 2002, the Company amended the Senior Credit Facility and
obtained a waiver of compliance with certain financial covenants, which the
Company had failed as of that date, including maintenance of a minimum level of
EBITDA and the requirement that the Company make a partial repayment of the loan
if the accounts receivable is below a certain level. The amendment provided a
waiver and reduced the amount of the monthly cash interest payment through March
31, 2003. The waiver expired on March 31, 2003 causing the Company to be in
default of the Senior Credit Facility. On May 7, 2003, the waiver was renewed
through May 31, 2003.
As of March 31, 2003, $10,000,000 in aggregate principal amount was outstanding
under the Company's Senior Subordinated Notes and $20,000,000 in face amount of
Company Preferred Stock was outstanding. The Senior Subordinated Notes are
payable in March 2006 and originally bore interest at 12% per annum until March
2001, increasing to 14% per annum thereafter. In January 2001, the terms of the
Senior Subordinated Notes were amended, including increasing the effective
interest rate to 13% until March 2001 and 15% thereafter. In December 2002, the
Company obtained a waiver of the events of default on the Senior Subordinated
Notes and the Preferred Stock and the payment (but not the accrual) of interest
and dividends from March 31, 2002 through June 30, 2003, or such earlier date on
which indebtedness under the Senior Credit Facility is accelerated or the
lenders under the Senior Credit Facility exercise any of their rights or
remedies.
9
As of March 31, 2003, the Company had a working capital deficit of approximately
$58,749,000 compared to working capital deficit of $55,252,000 at December 31,
2002. The deficiency was a direct result of the classification of the Senior
Credit Facility and Senior Subordinated Notes as current liabilities.
The Company is currently in negotiations with the Senior Creditors and holders
of the Senior Subordinated Notes and Preferred Stock concerning a possible
restructuring of the Company's outstanding debt and equity. Any such
restructuring would likely involve a significant reduction in the Company's
debt, the conversion of debt to equity and a significant dilution in the
percentage of the outstanding common stock held by the Company's current common
stockholders. No assurances can be given that any restructuring will be
accomplished, as to the terms thereof or as to the amount of equity, if any, to
be retained by the Company's current stockholders. If a restructuring is not
achieved and the Senior Creditors exercise their rights and remedies upon the
expiration of the waiver on May 31, 2003 or upon the maturity of the Senior
Credit Facility on June 30, 2003, the Company would not have sufficient
liquidity to meet its obligations, and may need to file for bankruptcy pursuant
to chapter 11 of the Bankruptcy Code.
(5) COMPREHENSIVE LOSS
During the three months ended March 31, 2003 and 2002, total comprehensive loss
amounted to $(2,457,000) and $(48,140,000), respectively.
(6) IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 145, "Recision of SFAS
Nos. 4, 44 and 64, Amendment of SFAS No. 13, and Technical Corrections as of
April 2000". SFAS No. 145 revises the criteria for classifying the
extinguishment of debt as extraordinary and the accounting treatment of certain
lease modifications. SFAS No. 145 was effective for fiscal 2003 and its adoption
did not have a material impact on the Company's consolidated financial
statements.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS No. 146 provides guidance on the timing
of the recognition of costs associated with exit or disposal activities. The new
guidance requires costs associated with exit or disposal activities to be
recognized when incurred. Previous guidance required recognition of costs at the
date of commitment to an exit or disposal plan. SFAS No. 146 was effective for
the Company beginning with the first quarter of 2003 and its adoption did not
have a material impact on the Company's results of operations or financial
positions.
(7) SALE OF EXECUTIVE SEARCH SEGMENT
On March 13, 2003, Headway Corporate Resources, Inc. exited the executive search
segment of its business through a sale of its Whitney subsidiaries. All of
Headway's interest in the Whitney subsidiaries was sold to Whitney Group, LLC, a
New York limited liability company (the "Whitney Group"). Gary S. Goldstein, a
principal stockholder of Headway who had resigned his positions as an officer
and director of Headway and its subsidiaries, is an officer and principal owner
of membership interest in the Whitney Group.
In consideration for the sale, the Whitney Group (i) issued to the Company a 15
percent membership interest in the Whitney Group (subject to adjustment in
certain circumstances), (ii) issued a promissory note in the principal amount of
$2,000,000, and (iii) is obligated to pay an earnout equal to five percent of
Whitney Group's gross revenues, as defined, during a five-year period commencing
January 1, 2003. The note bears interest at the Prime Lending Rate as in effect
from time to time, plus two percent per annum. Interest is payable quarterly and
the full principal amount of the note is payable in January 2005. The Whitney
Group may, at its election, prepay and terminate the promissory note and earnout
obligation through a lump sum payment of $5,000,000 less the actual amount of
principal previously paid on the promissory note and earnout payments. The
Whitney Group is obligated to prepay the promissory note and earnout obligation
on the foregoing terms if one or more specified events occur prior to January 1,
2006, that constitute a change in control or ownership of the Whitney Group. The
Company has estimated the fair market value of the promissory note at $1,400,000
and the 15% equity interest at $45,000. This transaction resulted in a gain of
$95,000 which is reflected as a gain on disposal of discontinued operations in
the consolidated statements of operations for the period ended March 31, 2003.
10
The assets and liabilities of the executive search segment consisted of the
following at December 31, 2002:
Cash and cash equivalents $ 185
Accounts receivable 1,600
Prepaid expenses and other current assets 1,146
Other assets 102
-----------------
Total Assets $3,033
=================
Accounts payable $ 191
Accrued expenses 398
Accrued payroll 1,367
Capital lease obligations, current portion 3
Deferred rent 773
-----------------
Total liabilities $2,732
=================
(8) Income Taxes
The income tax benefits recorded in the first quarter of 2003 relate to income
tax refunds received in excess of amounts previously recorded.
(9) STOCK-BASED COMPENSATION
The Company grants stock options for a fixed number of shares to employees with
an exercise price equal to the fair value of the shares at the date of grant.
The Company accounts for stock option grants in accordance with APB Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations because the Company believes the alternative fair value
accounting provided for under SFAS No. 123, "Accounting for Stock-Based
Compensation", requires the use of option valuation models that were not
developed for use in valuing employee stock options. Under APB 25, because the
exercise price of the Company's employee stock options equals the market price
of the underlying stock on the date of grant, no compensation expense is
recognized on the date of grant.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based methods of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require more prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. The Company has elected
to continue to follow the intrinsic value method of accounting as prescribed by
APB Opinion No. 25 to account for stock options.
11
For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the vesting period of the options. The Company's
pro forma information is as follows:
Three months ended March 31,
2003 2002
-----------------------------
Net (loss) available for common
stockholders as reported $ (3,267) $(49,006)
Stock based compensation 25 29
Pro forma SFAS 123 compensation
income (expense), net of
income tax expense 26 (91)
-----------------------------
Pro forma net (loss) available
for common stockholders $ (3,216) $(49,068)
=============================
Basic and diluted (loss) per
share as reported $ (.24) $ (4.57)
=============================
Basic and diluted pro forma
SFAS 123 compensation income
(expense), net of income
taxes per share $ - $ -
=============================
Basic and diluted pro forma
(loss) per share $ (.24) $ (4.57)
=============================
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option-pricing model. There were no stock option grants during
2002 or the first quarter of 2003.
12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
As of March 31, 2003, $72,000,000 in aggregate principal amount was outstanding
under the Company's Senior Credit Facility. The Company's Senior Credit Facility
expires in June 2003 with all outstanding amounts then due. Substantially all
assets of the Company have been pledged as collateral for the senior credit
facility. In December 2002, the Company amended the Senior Credit Facility and
obtained a waiver of compliance with certain financial covenants, which the
Company had failed as of that date, including maintenance of a minimum level of
EBITDA and the requirement that the Company make a partial repayment of the loan
if the accounts receivable is below a certain level. The amendment provided a
waiver and reduced the amount of the monthly cash interest payment through March
31, 2003. The waiver expired on March 31, 2003 causing the Company to be in
default of the Senior Credit Facility. On May 7, 2003, the waiver was renewed
through May 31, 2003.
As of March 31, 2003, $10,000,000 in aggregate principal amount was outstanding
under the Company's Senior Subordinated Notes and $20,000,000 in face amount of
Company Preferred Stock was outstanding. The Senior Subordinated Notes are
payable in March 2006 and originally bore interest at 12% per annum until March
2001, increasing to 14% per annum thereafter. In January 2001, the terms of the
Senior Subordinated Notes were amended, including increasing the effective
interest rate to 13% until March 2001 and 15% thereafter. In December 2002, the
Company obtained a waiver of the events of default on the Senior Subordinated
Notes and the Preferred Stock and the payment (but not the accrual) of interest
and dividends from March 31, 2002 through June 30, 2003, or such earlier date on
which indebtedness under the Senior Credit Facility is accelerated or the
lenders under the Senior Credit Facility exercise any of their rights or
remedies.
As of March 31, 2003, the Company had a working capital deficit of approximately
$58,749,000 compared to working capital deficit of $55,252,000 at December 31,
2002. The deficiency was a direct result of the classification of the Senior
Credit Facility and Senior Subordinated Notes as current liabilities.
The Company is currently in negotiations with the Senior Creditors and holders
of the Senior Subordinated Notes and Preferred Stock concerning a possible
restructuring of the Company's outstanding debt and equity. Any such
restructuring would likely involve a significant reduction in the Company's
debt, the conversion of debt to equity and a significant dilution in the
percentage of the outstanding common stock held by the Company's current common
stockholders. No assurances can be given that any restructuring will be
accomplished, as to the terms thereof or as to the amount of equity, if any, to
be retained by the Company's current stockholders. If a restructuring is not
achieved and the Senior Creditors exercise their rights and remedies upon the
expiration of the waiver on May 31, 2003 or upon the maturity of the Senior
Credit Facility on June 30, 2003, the Company would not have sufficient
liquidity to meet its obligations, and may need to file for bankruptcy pursuant
to chapter 11 of the Bankruptcy Code.
Net cash provided by operations during the three months ended March 31, 2003 and
2002, was $6,539,000 and $2,997,000, respectively. The cash provided in 2003 was
primarily attributable to a decrease in prepaid and refundable income taxes and
an increase in accrued payroll. The cash provided in 2002 was primarily
attributable to a decrease in accounts receivable and prepaid and refundable
income taxes and an increase in accrued payroll.
Net cash used in investing activities during the three months ended March 31,
2003 and 2002, was $193,000 and $648,000, respectively. The cash used for
investing activities in 2003 relates primarily to capital expenditures. The cash
used for investing activities in 2002 relates primarily to earnout payments for
acquisitions completed during 1997 and 1998 as well as capital expenditures.
Net cash used in financing activities during the three months ended March 31,
2003 and 2002 was $43,000, and $318,000 respectively. The cash used for
financing activities in 2002 relates primarily to payments of fees for loan
amendment.
Headway's contractual obligations and commercial commitments are summarized
below. The following table includes aggregate information about Headway's
contractual obligations as of March 31, 2003 and the periods in which payments
are due:
13
- ------------------------------------------------------------------------------
Contractual Obligations Payments Due by Period
(in thousands)
- ------------------------------------------------------------------------------
Total Less than 1 - 3 4 - 5 After 5
1 year years years years
- ------------------------------------------------------------------------------
Loans Payable $82,000 $82,000 $ - $ - $ -
- ------------------------------------------------------------------------------
Capital Lease Obligations 82 82 - - -
- ------------------------------------------------------------------------------
Operating Leases 5,526 1,457 2,141 1,305 623
- ------------------------------------------------------------------------------
Unconditional Purchase
Obligations None
- ------------------------------------------------------------------------------
Other Obligations (1) 2 2 - - -
- ------------------------------------------------------------------------------
Total Contractual Cash
Obligations $87,610 $83,541 $2,141 $1,305 $ 623
- ------------------------------------------------------------------------------
Preferred Stock (2) $23,867 $23,867 - - -
- ------------------------------------------------------------------------------
(1) Represents earn out amounts payable to the former owners of businesses
previously acquired by Headway.
(2) In default of its terms, therefore, currently redeemable.
The following table includes aggregate information about Headway's commercial
commitments as of March 31, 2003. Commercial commitments are items that Headway
could be obligated to pay in the future. They are not required to be included in
the consolidated balance sheet.
- -------------------------------------------------------------------------------------
Other Commercial Total Amount of Commitment Expiration Per Period
Commitments Amounts (in thousands)
Committed --------------------------------------------
Less than 1 - 3 4 - 5 Over 5
1 year years years years
- -------------------------------------------------------------------------------------
Lines of Credit None
- -------------------------------------------------------------------------------------
Standby Letters of Credit $1,600 $1,600 $ - $ - $ -
- -------------------------------------------------------------------------------------
Guarantees None
- -------------------------------------------------------------------------------------
Standby Repurchase Obligations None
- -------------------------------------------------------------------------------------
Other Commercial Commitments None
- -------------------------------------------------------------------------------------
Total Commercial Commitments $ 1,600 $1,600 $ - $ - $ -
- -------------------------------------------------------------------------------------
Recent Transaction
On March 13, 2003, Headway Corporate Resources, Inc. exited the executive search
segment of its business through a sale of its Whitney subsidiaries. All of
Headway's interest in the Whitney subsidiaries were sold to Whitney Group, LLC,
a New York limited liability company (the Whitney Group"). Gary S. Goldstein,
who had resigned his positions as an officer and director of Headway and its
subsidiaries, is an officer and principal owner of membership interest in the
Whitney Group.
In consideration for the sale, the Whitney Group (i) issued to the Company a 15
percent membership interest in the Whitney Group (subject to adjustment in
certain circumstances), (ii) issued a promissory note in the principal amount of
$2,000,000, and (iii) is obligated to pay an earnout equal to five percent of
Whitney Group's gross revenues, as defined, during a five-year period commencing
January 1, 2003. The note bears interest at the Prime Lending Rate as in effect
from time to time, plus two percent per annum. Interest is payable quarterly and
the full principal amount of the note is payable in January 2005. The Whitney
Group may, at its election, prepay and terminate the promissory note and earnout
obligation through a lump sum payment of $5,000,000 less the actual amount of
principal previously paid on the promissory note and earnout payments. The
Whitney Group is obligated to prepay the promissory note and earnout obligation
on the foregoing terms if one or more specified events occur prior to January 1,
2006, that constitute a change in control or ownership of the Whitney Group. The
Company has estimated the fair market value of the promissory note at $1,400,000
and the 15% equity interest at $45,000. This transaction resulted in a gain of
$95,000, which is reflected as a gain on disposal of discontinued operations in
the consolidated statements of operations for the period ended March 31, 2003
(See note 7 to the unaudited financial statements).
14
Critical Accounting Policies
Revenue Recognition
Information technology staffing, temporary staffing and human resource staffing
revenue is recognized when the temporary personnel perform the related services.
Permanent placement revenue is recognized when the placement is employed.
Provisions are made for estimated losses in realization (principally due to
applicants not remaining in employment for the guaranteed period, usually 90
days) and for bad debts. These provisions are reviewed periodically and have
always been found to be adequate based on Headway's experience in this regard.
Executive search services are primarily engaged on a retainer basis. Income from
retainer contracts, which provide for periodic billings over periods of up to
one year, is recognized as earned based on the terms of the contract.
Goodwill and Long-Lived Assets
On January 1, 2002 the Company adopted statements of Financial Accounting
Standards No. 142 "Goodwill and other Intangible Assets" ("SFAS 142"). Under the
new rules, goodwill and Intangible Assets deemed to have indefinite lives are no
longer amortized but are subject to annual impairment tests in accordance with
the statement. Other intangible assets continue to be amortized over their
useful lives.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to be Disposed of", and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations for a Disposal of a Segment
of a Business" ("APB 30"). The Company periodically evaluates whether there has
been impairment in any of its long-lived assets. An impairment in value exists
where the carrying value of a long-lived asset exceeds its fair value. If it is
determined that an impairment in value has occurred, the carrying value is
written down for its fair value. The Company adopted SFAS No. 144 in 2002.
Results of Operations
Overview
The results for the first quarter reflect a continued weakness in the demand for
the Company's staffing services. This trend is a direct result of the soft
economy and is consistent with the performance of the other staffing companies
in the sector. Many companies have instituted hiring freezes for both temporary
and permanent positions. The Company has taken steps to reduce costs and is
constantly looking for growth opportunities.
Consolidated
Revenues for the three months ended March 31, 2003 decreased $117,000 or 0.2%
compared with the corresponding periods of the prior year. The decline in
revenues was a result of the negative impact of the unfavorable economic
conditions on the demand for information technology and clerical staffing
services.
Total operating expenses for the three months ended March 31, 2003 decreased
$446,000, compared with the corresponding period of the prior year. The decrease
in operating expenses for the three months ended March 31, 2003 as compared to
the same period in 2002 is the result of a $2.2 million decrease in selling,
general and administrative expenses, a $0.1 million decrease in depreciation and
amortization offset by a $1.8 million increase in direct costs. Direct costs
increased as a percentage of revenues from 87.1% to 90.0% for the first quarter
of 2003 compared with the same period in 2002. The increase in direct costs as a
percentage of revenues for the three months ended March 31, 2003 compared with
the same period in 2002 is a result of: 1) a change in Headway's business mix in
2003, whereby the permanent placement business that has no direct costs
experienced more significant declines than the staffing business, therefore
reducing its percentage of our total revenues; 2) increased workers compensation
insurance expenses; and 3) higher state unemployment tax rates as a result of
the weak economic conditions. Selling, general and administrative expenses
decreased as a percentage of revenues from 13.4% in first quarter 2002 to 10.1%
in first quarter 2003. The decrease in selling, general and administrative
expenses is primarily attributable to staff reductions and other cost-cutting
initiatives implemented in the latter half of 2002, as well as lower commission
expense associated with the decline in revenues.
15
Interest expense for the three months ended March 31, 2003 decreased $1.2
million, compared with the corresponding period of the prior year. The decrease
in interest expense is due to decreased amortization of deferred financing costs
relating to the amendment completed in August 2001 offset by an increase in
amortization of deferred financing costs relating to the amendment completed in
April 2002 and the elimination of expense relating to the Company's interest
rate swap contract that expired in April 2002.
Due to the Company exiting the executive search segment of its business through
the sale of its Whitney subsidiaries on March 13, 2003, the Company has recorded
a loss from discontinued operations of $380,000 and a gain on disposal of
discontinued operations of $95,000 in its consolidated statement of operations
for the period ended March 31, 2003.
During the first quarter of 2002 the Company adopted SFAS 142. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives are no
longer amortized but are subject to annual impairment tests in accordance with
the Statement. Other intangible assets continue to be amortized over their
useful lives. Under SFAS 142, goodwill impairment is deemed to exist if the net
carrying value of a reporting unit's goodwill exceeds its estimated fair value.
Upon adoption of SFAS 142 in the first quarter of 2002, the Company recorded a
non-cash charge of $45 million to reduce the carrying value of its goodwill.
Such charge is non-operational in nature and is reflected as a cumulative effect
of an accounting change in the accompanying consolidated statement of
operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company has previously used interest rate swap contracts for hedging
purposes. As of March 31, 2003 there were no interest rate swap contracts
outstanding.
Item 4. Controls and Procedures
Within 90 days prior to the filing of this report, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the President and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the President and Chief
Financial Officer, concluded that the Company's disclosure controls and
procedures were effective. There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
EXHIBITS:
Exhibit No. Title of Document Location
4.1 Third Amendment and Limited Waiver to Amended and Restated
Credit Agreement without Schedule 3, List of Domestic Bank
Accounts This Filing
99.1 Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 This Filing
99.2 Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 This Filing
REPORTS ON FORM 8-K: On March 28, 2003, the Company filed a report on Form 8-K
dated March 13, 2003 reporting under Item 2 for the disposition of its executive
search segment through a sale of its Whitney subsidiaries.
16
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.
HEADWAY CORPORATE RESOURCES, INC.
Date: May 15, 2003 By: /s/ Barry S. Roseman
-------------------------------------
Barry S. Roseman, President and Chief Executive Officer
Date: May 15, 2003 By: /s/ Philicia G. Levinson
--------------------------------------
Philicia G. Levinson, Chief Financial Officer
17
CERTIFICATION
I, Barry S. Roseman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Headway Corporate
Resources, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 15, 2003 By: /s/ Barry S. Roseman
--------------------------------------
Barry S. Roseman, President and Chief Executive Officer
18
CERTIFICATION
I, Philicia G. Levinson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Headway Corporate
Resources, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 15, 2003 By: /s/ Philicia G. Levinson
--------------------------------------
Philicia G. Levinson, Chief Financial Officer
19