-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uiv+/OszhNk0+Mjgp6jIGYFLPRRDCzU9CI5aU6SPRhAgRJS9jxCfsCIVk+fuFcle /rVIoZ1H8zD4Du7rETM16w== 0001104659-03-027049.txt : 20031119 0001104659-03-027049.hdr.sgml : 20031119 20031119155129 ACCESSION NUMBER: 0001104659-03-027049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031114 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTERNATIVE RESOURCES CORP CENTRAL INDEX KEY: 0000920521 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 382791069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23940 FILM NUMBER: 031012922 BUSINESS ADDRESS: STREET 1: 100 TRI STATE INTERNATIONAL STREET 2: STE 300 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 8473171000 MAIL ADDRESS: STREET 1: 75 TRI STATE INTERNATIONAL STREET 2: STE 100 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 8-K 1 a03-5597_28k.htm 8-K

 

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) November 14, 2003

 

ALTERNATIVE RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-23940

 

38-2791069

(State or other
jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification
No.)

 

600 Hart Road, Suite 300, Barrington, IL.  60010

(Address of principal executive offices)    (Zip code)

 

(Registrant’s telephone number, including area code)   (847) 381-6701

 

 



 

Alternative Resources Corporation
Current Report of Form 8-K

 

Item 7.  Financial Statements and Exhibits.

 

(c)                                  Exhibits.

 

99.1                           Press release issued by Alternative Resources Corporation on November 14, 2003.

 

Item 12.  Results of Operations and Financial Condition.

 

On November 14, 2003, Alternative Resources Corporation issued a press release announcing its operating results for the quarter ended September 30, 2003.  A copy of the press release attached as Exhibit 99.1 is furnished pursuant to this    Item 12 in this Form 8-K.

 

The information in this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K may only be incorporated by reference in another filing under the Securities Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

 

 

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.

 

 

ALTERNATIVE RESOURCES CORPORATION

 

 

 

 

 

/s/ Steven Purcell

 

 

Steven Purcell

Date:  November 19, 2003

Chief Financial Officer

 

 

Exhibit Index

 

Number

 

Description

99.1

 

Press release issued by Alternative Resources Corporation on November 14, 2003.

 

2


EX-99.1 3 a03-5597_2ex99d1.htm EX-99.1

Exhibit 99.1

 

Alternative Resources Corporation

 

600 Hart Road
Suite 300
Barrington, IL  60010
OTCBB
:  ALRC

 

CONTACT:
Steven Purcell
Chief Financial Officer
(847) 381-6701, Ext. 4251

 

 

FOR IMMEDIATE RELEASE

 

 

ALTERNATIVE RESOURCES CORPORATION REPORTS THIRD QUARTER RESULTS

 

 

BARRINGTON, IL, November 14, 2003 - Alternative Resources Corporation (ARC) (OTCBB: ALRC), a leading provider of information technology services, today announced results for the third quarter ended September 30, 2003.

 

Revenue for the third quarter was $34.4 million, which was up from $33.9 million in the second quarter of 2003 and down from the $40.4 million in the third quarter of 2002. Revenue for IT Staffing was $17.8 million, which was down slightly from $18.2 million in the prior year period and up from $16.9 million in the second quarter of 2003. Revenue for IT Solutions was $16.5 million, down from $22.2 million in the third quarter of 2002 and down from $16.9 in the second quarter of 2003. Operating loss was  $(5.9) million in the third quarter of 2003 as compared to a loss of $(5.2) million in the third quarter of 2002. Net loss per share was $(0.35) for the third quarter of 2003, versus a loss of $(0.30) in the same period last year.

 

For the first nine months of 2003, revenue was $105.1 million, down from $119.5 million for the first nine months of 2002. IT Staffing revenue was $52.1 million, down from $61.2 million in 2002, and IT Solutions revenue was $53.0 million, down from $58.3 million for the first nine months of last year. Operating loss was $(8.7) million compared to a loss of $(7.9) million in 2002. Net loss per share was  $(0.64) compared to loss of $(0.43) in 2002.

 

Robert Stanojev, Chairman, commented, “The third quarter was the first quarter in a long time that had any evidence that IT spending may be turning around. Our IT Staffing revenue has

 



 

grown by almost $1 million from the second quarter. Historically, staff augmentation tends to lead a recovery and I believe that to be the case again. We also experienced growth in several of our Technology Solutions service offerings, most notably our Managed Services and our Lifecycle Solutions, which grew by over 300%, compared to the second quarter of 2003, to almost $1 million. I am pleased with the results of the Lifecycle Solutions service offering as it demonstrates ARC’s ability to supply customers with a broad array of services.” Stanojev further noted that, “We have continued to rightsize our workforce further reducing our headcount by 33 people during the third quarter at an annual savings of $2.9 million. In addition, we are beginning to see revenue growth in our key service offerings along with significant growth in our sales pipeline. This certainly gives me guarded optimism about the future.”

 

Steven Purcell, Chief Financial Officer, commented that, “During the third quarter of 2003, the Company concluded that the change in interest rate combined with the change in conversion price of the convertible notes in the second quarter of 2003 met the criteria of an extinguishment of debt per EITF 96-19 “Debtors Accounting for a Modification or Exchange of Debt Instruments,” as the change in the present value of the notes exceeded the present value prior to the modifications by more than 10%.   The debt extinguishment and origination fees expense represents a non-cash adjustment and has no impact on the amount of debt ultimately owed to Wynnchurch Capital Partners. The valuation of the notes was determined based on advice from a third-party valuation specialist.  Based on the results, the fair value of the notes was determined to be $13.2 million versus the carrying value of $9.7 million.  As such, a $3.5 million charge was recognized for the extinguishment of debt to recognize the fair value of the notes in the financial statements.  Additionally, origination fees of $0.9 million related to these notes and $0.1 million related to the revolving credit commitment were written off due to the modifications.” Purcell also commented, “There were two other unusual adjustments this quarter. One was a charge for severance of approximately $0.5 million relating to the reduction in workforce. This was offset by a credit of $0.6 million to the restructuring reserve, as actual payments have been less than assumptions used in establishing the reserve.”

 

About ARC

 

ARC is a leading provider of information technology solutions and staffing services. The company has developed a significant, high quality business in the IT solutions and staffing industry with an emphasis on Help Desk, Desktop Support and Technology Deployment Service offerings. Operating in most major metropolitan areas across the US, the company serves Fortune 1000 and mid-sized clients.  A nationwide integrated network of field sales, recruiting and a service personnel delivers high quality solutions across the desktop technology lifecycle and provides IT professionals to clients on a near real-time basis, ready to be fully integrated into a broad range of technology environments.

 

Forward Looking Statement

 

Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward-looking statements that involve a number of risks and uncertainties that could cause actual future results to differ materially from those anticipated in the forward looking statements, including, but not limited to attract and retain qualified technology professionals, to initiate and develop client relationships, to identify and respond to trends in

 



 

information technology, to gain market acceptance of service offerings, to complete cost reductions and competitive influences as well as other risks described from time to time in the company’s filings with the Securities and Exchange Commission. Although the Company has used its best efforts to be accurate in making those forward-looking statements, there can be no assurance that the assumptions made by management will materialize. In addition, the information set forth in the Company’s Form 10-K for the fiscal year ended December 31, 2002, describes certain additional risks and uncertainties that could cause actual results to vary materially from the future results covered in such forward-looking statements. The Company undertakes no obligation to publicly revise or update the forward-looking statements to reflect new information, subsequent events or otherwise. The above statements are based exclusively on current expectations and do not include the potential impact of any business combinations or divestitures that may be completed after the date of this release.

 



 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months
September 30,

 

Nine Months
September 30,

 

 

 

2003

 

 

 

2002

 

2002

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

34,374

 

$

40,379

 

$

105,107

 

$

119,541

 

Cost of services

 

26,662

 

29,388

 

80,617

 

86,554

 

Gross profit

 

7,712

 

10,991

 

24,490

 

32,987

 

Selling, general and administrative expenses

 

13,621

 

16,189

 

33,146

 

40,855

 

Restructuring and other charges

 

0

 

0

 

0

 

0

 

Income (loss) from operations

 

(5,909

)

(5,198

)

(8,656

)

(7,868

)

Other expense, net

 

(934

)

(959

)

(3,094

)

(2,698

)

Other expense, net

 

0

 

0

 

0

 

0

 

Loss before income taxes

 

(6,843

)

(6,157

)

(11,750

)

(10,566

)

Income tax expense (benefit)

 

(819

)

(988

)

(818

)

(3,213

)

Net loss

 

$

(6,024

)

$

(5,169

)

$

(10,932

)

$

(7,353

)

Diluted earnings (loss) per share

 

$

(0.35

)

$

(0.30

)

$

(0.64

)

$

(0.43

)

Weighted average common and common equivalent shares outstanding

 

17,118

 

17,118

 

17,118

 

17,087

 

 

 

 

 

 

 

 

 

 

 

SELECTED OPERATING DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

22.4

%

27.2

%

23.3

%

27.6

%

Operating margin

 

-17.2

%

-12.9

%

-8.2

%

-6.6

%

Net margin

 

-17.5

%

-12.8

%

-10.4

%

-6.2

%

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

September
2003

 

December 31,
2002

 

 

 

(Unaudited)

 

 

 

Cash and short-term investments

 

$

81

 

$

54

 

Accounts receivable, net

 

22,693

 

34,497

 

Net property and equipment

 

8,422

 

10,998

 

Other assets

 

6,369

 

7,181

 

Total assets

 

$

37,565

 

$

52,730

 

Liabilities

 

26,039

 

29,004

 

Debt

 

25,854

 

27,107

 

Stockholders’ deficit

 

(14,328

)

(3,381

)

Total liabilities and stockholders’ deficit

 

$

37,565

 

$

52,730

 

 


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