Kelly Services, Inc.
KELLY SERVICES INC (Form: 10-Q, Received: 08/07/2013 08:42:54)

 

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 June 30, 2013

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 0-1088

 

KELLY SERVICES, INC.


(Exact name of registrant as specified in its charter)

 

 

 DELAWARE

 

 38-1510762

 
 

  (State or other jurisdiction

 

  (I.R.S. Employer

 
 

 of incorporation or organization)

 

 Identification No.)

 
 

 

 999 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084

 
 

 (Address of principal executive offices) (Zip Code)

 
                                                       

 

 (248) 362-4444

 
 

 (Registrant's telephone number, including area code)

 

 

 

No Change

 

 

 (Former name, former address and former fiscal year, if changed since last report.)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).                Yes [X] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

 

 Large accelerated filer [ ]

 Accelerated filer [X]

 Non-accelerated filer [ ]  (Do not check if a smaller reporting company)

 Smaller reporting company [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

At July 26, 2013, 33,897,698 shares of Class A and 3,452,585 shares of Class B common stock of the Registrant were outstanding.

 

 
1

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

 

 

 

Page Number

PART I.

FINANCIAL INFORMATION

 

 
       

Item 1.

Financial Statements (unaudited)

 

 
       

 

Consolidated Statements of Earnings

3

 
       

 

Consolidated Statements of Comprehensive Income

4

 
       

 

Consolidated Balance Sheets

5

 
       

 

Consolidated Statements of Stockholders' Equity

6

 
       

 

Consolidated Statements of Cash Flows

7

 
       

 

Notes to Consolidated Financial Statements

8

 
       

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

15

 
       

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk  

28

 
       

Item 4.

Controls and Procedures

29

 

 

 

 

 

PART II.  

OTHER INFORMATION

 

 
       

Item 1. 

Legal Proceedings 

29

 
       

Item 1A. 

Risk Factors

29

 
       

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

30

 
       

Item 4.  

Mine Safety Disclosures  

30

 
       
Item 6. Exhibits 30  
       
  SIGNATURES 31  

 

 
2

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

KELLY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

(In millions of dollars except per share data)


   

13 Weeks Ended

   

26 Weeks Ended

 
   

June 30, 2013

   

July 1, 2012

   

June 30, 2013

   

July 1, 2012

 

Revenue from services

  $ 1,366.9     $ 1,366.1     $ 2,681.7     $ 2,720.9  
                                 

Cost of services

    1,146.2       1,142.9       2,244.1       2,274.0  
                                 

Gross profit

    220.7       223.2       437.6       446.9  
                                 

Selling, general and administrative expenses

    202.6       199.4       412.4       408.4  
                                 

Asset impairments

    1.7       -       1.7       -  
                                 

Earnings from operations

    16.4       23.8       23.5       38.5  
                                 

Other expense, net

    1.6       0.5       2.6       1.1  
                                 

Earnings from continuing operations before taxes

    14.8       23.3       20.9       37.4  
                                 

Income tax expense (benefit)

    4.8       8.3       (2.0 )     13.2  
                                 

Earnings from continuing operations

    10.0       15.0       22.9       24.2  
                                 

Earnings from discontinued operations, net of tax

    -       -       -       0.4  
                                 

Net earnings

  $ 10.0     $ 15.0     $ 22.9     $ 24.6  
                                 

Basic earnings per share:

                               

Earnings from continuing operations

  $ 0.26     $ 0.40     $ 0.60     $ 0.64  

Earnings from discontinued operations

  $ -     $ -     $ -     $ 0.01  

Net earnings

  $ 0.26     $ 0.40     $ 0.60     $ 0.65  
                                 

Diluted earnings per share:

                               

Earnings from continuing operations

  $ 0.26     $ 0.40     $ 0.60     $ 0.64  

Earnings from discontinued operations

  $ -     $ -     $ -     $ 0.01  

Net earnings

  $ 0.26     $ 0.40     $ 0.60     $ 0.65  
                                 

Dividends per share

  $ 0.05     $ 0.05     $ 0.10     $ 0.10  
                                 

Average shares outstanding (millions):

                               

Basic

    37.2       37.0       37.2       36.9  

Diluted

    37.2       37.0       37.2       37.0  

See accompanying unaudited Notes to Consolidated Financial Statements.

 

 

 
3

 

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)  

(In millions of dollars)


   

13 Weeks Ended

   

26 Weeks Ended

 
   

June 30,

2013

   

July 1,

2012

   

June 30,

2013

   

July 1,

2012

 

Net earnings

  $ 10.0     $ 15.0     $ 22.9     $ 24.6  
                                 

Other comprehensive income, net of tax:

                               

Foreign currency translation adjustments net of tax benefit of $0.1, $0.0, $0.1 and $0.0, respectively

    (2.4 )     (6.1 )     (9.4 )     (1.1 )

 

                               

Unrealized gains on investment, net of tax expense of $6.6, $0.0, $11.0 and $0.0, respectively

    11.5       7.3       23.8       10.3  
                                 

Pension liability adjustments

    -       -       -       0.3  
                                 

Other comprehensive income

    9.1       1.2       14.4       9.5  
                                 

Comprehensive Income

  $ 19.1     $ 16.2     $ 37.3     $ 34.1  

See accompanying unaudited Notes to Consolidated Financial Statements.

 

 

 
4

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In millions)


ASSETS

 

June 30, 2013

   

Dec. 30, 2012

 

CURRENT ASSETS:

               

Cash and equivalents

  $ 70.3     $ 76.3  

Trade accounts receivable, less allowances of $9.8 and $10.4, respectively

    1,038.8       1,013.9  

Prepaid expenses and other current assets

    60.0       57.5  

Deferred taxes

    39.0       44.9  

Total current assets

    1,208.1       1,192.6  
                 

PROPERTY AND EQUIPMENT:

               

Property and equipment

    337.5       337.6  

Accumulated depreciation

    (250.3 )     (247.7 )

Net property and equipment

    87.2       89.9  
                 

NONCURRENT DEFERRED TAXES

    103.1       82.8  
                 

GOODWILL, NET

    90.3       89.5  
                 

OTHER ASSETS

    227.8       180.9  

TOTAL ASSETS

  $ 1,716.5     $ 1,635.7  

LIABILITIES AND STOCKHOLDERS' EQUITY

               

CURRENT LIABILITIES:

               

Short-term borrowings

  $ 83.2     $ 64.1  

Accounts payable and accrued liabilities

    289.2       295.6  

Accrued payroll and related taxes

    277.9       264.5  

Accrued insurance

    31.2       32.8  

Income and other taxes

    64.9       65.3  

Total current liabilities

    746.4       722.3  
                 

NONCURRENT LIABILITIES:

               

Accrued insurance

    41.4       43.5  

Accrued retirement benefits

    123.2       111.0  

Other long-term liabilities

    28.2       17.9  

Total noncurrent liabilities

    192.8       172.4  
                 

Commitments and contingencies (See contingencies footnote)

               
                 

STOCKHOLDERS' EQUITY:

               

Capital stock, $1.00 par value

               

Class A common stock, shares issued 36.6 at 2013 and 2012

    36.6       36.6  

Class B common stock, shares issued 3.5 at 2013 and 2012

    3.5       3.5  

Treasury stock, at cost

               

Class A common stock, 2.9 shares at 2013 and 2012

    (60.0 )     (61.0 )

Class B common stock

    (0.6 )     (0.6 )

Paid-in capital

    28.9       27.1  

Earnings invested in the business

    719.1       700.0  

Accumulated other comprehensive income

    49.8       35.4  

Total stockholders' equity

    777.3       741.0  

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 1,716.5     $ 1,635.7  

See accompanying unaudited Notes to Consolidated Financial Statements.

 

 

 
5

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(In millions of dollars)


   

13 Weeks Ended

   

26 Weeks Ended

 
   

June 30,

2013

   

July 1,

2012

   

June 30,

2013

   

July 1,

2012

 

Capital Stock

                               

Class A common stock

                               

Balance at beginning of period

  $ 36.6     $ 36.6     $ 36.6     $ 36.6  

Conversions from Class B

    -       -       -       -  

Balance at end of period

    36.6       36.6       36.6       36.6  
                                 

Class B common stock

                               

Balance at beginning of period

    3.5       3.5       3.5       3.5  

Conversions to Class A

    -       -       -       -  

Balance at end of period

    3.5       3.5       3.5       3.5  
                                 

Treasury Stock

                               

Class A common stock

                               

Balance at beginning of period

    (60.5 )     (66.0 )     (61.0 )     (66.3 )

Exercise of stock options, restricted stock and other

    0.5       3.4       1.0       3.7  

Balance at end of period

    (60.0 )     (62.6 )     (60.0 )     (62.6 )
                                 

Class B common stock

                               

Balance at beginning of period

    (0.6 )     (0.6 )     (0.6 )     (0.6 )

Exercise of stock options, restricted stock and other

    -       -       -       -  

Balance at end of period

    (0.6 )     (0.6 )     (0.6 )     (0.6 )
                                 

Paid-in Capital

                               

Balance at beginning of period

    27.8       29.8       27.1       28.8  

Exercise of stock options, restricted stock and other

    1.1       (2.4 )     1.8       (1.4 )

Balance at end of period

    28.9       27.4       28.9       27.4  
                                 

Earnings Invested in the Business

                               

Balance at beginning of period

    711.0       665.2       700.0       657.5  

Net earnings

    10.0       15.0       22.9       24.6  

Dividends

    (1.9 )     (1.9 )     (3.8 )     (3.8 )

Balance at end of period

    719.1       678.3       719.1       678.3  
                                 

Accumulated Other Comprehensive Income

                               

Balance at beginning of period

    40.7       24.5       35.4       16.2  

Other comprehensive income, net of tax

    9.1       1.2       14.4       9.5  

Balance at end of period

    49.8       25.7       49.8       25.7  
                                 

Stockholders' Equity at end of period

  $ 777.3     $ 708.3     $ 777.3     $ 708.3  


See accompanying unaudited Notes to Consolidated Financial Statements.

 

 

 
6

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In millions of dollars)


   

26 Weeks Ended

 
   

June 30,

2013

   

July 1,

2012

 
                 

Cash flows from operating activities:

               

Net earnings

  $ 22.9     $ 24.6  

Noncash adjustments:

               

Impairment of assets

    1.7       -  

Depreciation and amortization

    10.5       11.6  

Provision for bad debts

    0.5       0.6  

Stock-based compensation

    2.6       2.1  

Other, net

    0.7       -  

Changes in operating assets and liabilities

    (53.1 )     (33.0 )
                 

Net cash (used in) from operating activities

    (14.2 )     5.9  
                 
                 

Cash flows from investing activities:

               

Capital expenditures

    (7.7 )     (9.8 )

Other investing activities

    (0.2 )     -  
                 

Net cash used in investing activities

    (7.9 )     (9.8 )
                 
                 

Cash flows from financing activities:

               

Net change in short-term borrowings

 

19.1

      (7.8 )

Dividend payments

    (3.8 )     (3.8 )
                 

Net cash from (used in) financing activities

    15.3       (11.6 )
                 

Effect of exchange rates on cash and equivalents

    0.8       (0.3 )
                 

Net change in cash and equivalents

    (6.0 )     (15.8 )

Cash and equivalents at beginning of period

    76.3       81.0  
                 
                 

Cash and equivalents at end of period

  $ 70.3     $ 65.2  

See accompanying unaudited Notes to Consolidated Financial Statements.

 

 

 
7

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1 . Basis of Presentation

 

The accompanying unaudited consolidated financial statements of Kelly Services, Inc. (the “Company,” “Kelly,” “we” or “us”) have been prepared in accordance with Rule 10-01 of Regulation S-X and do not include all the information and notes required by generally accepted accounting principles for complete financial statements. All adjustments, including normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair statement of the results of the interim periods. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. The unaudited consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended December 30, 2012, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2013 (the 2012 consolidated financial statements). The Company’s second fiscal quarter ended on June 30, 2013 (2013) and July 1, 2012 (2012), each of which contained 13 weeks. The corresponding 2013 and 2012 year-to-date periods each contained 26 weeks.

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

 

Earnings from discontinued operations in 2012 represent adjustments to the estimated costs of litigation, net of tax, retained from the 2007 sale of the Kelly Home Care business unit.

 

2. Fair Value Measurements

 

Trade accounts receivable, accounts payable, accrued liabilities, accrued payroll and related taxes and short-term borrowings approximate their fair values due to the short-term maturities of these assets and liabilities.

 

Assets Measured at Fair Value on a Recurring Basis

The following tables present assets measured at fair value on a recurring basis on the consolidated balance sheet as of second quarter-end 2013 and year-end 2012 by fair value hierarchy level, as described below.

 

Level 1 measurements consist of unadjusted quoted prices in active markets for identical assets or liabilities.  Level 2 measurements include quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3 measurements include significant unobservable inputs.

 

   

Fair Value Measurements on a Recurring Basis

As Of Second Quarter-End 2013

 
                         

Description

 

Total

   

Level 1

   

Level 2

   

Level 3

 
   

(In millions of dollars)

 

Money market funds

  $ 2.6     $ 2.6     $ -     $ -  

Available-for-sale investment

    69.4       69.4       -       -  
                                 

Total assets at fair value

  $ 72.0     $ 72.0     $ -     $ -  
   

 

 
8

 

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

2. Fair Value Measurements (continued)

 

   

Fair Value Measurements on a Recurring Basis

As of Year-End 2012

 
Description  

Total

   

Level 1

   

Level 2

   

Level 3

 
   

(In millions of dollars)

 
Money market funds   $ 2.3     $ 2.3     $ -     $ -  

Available-for-sale investment

    37.7       37.7       -       -  

 

                               

Total assets at fair value

  $ 40.0     $ 40.0     $ -     $ -  

 

Money market funds as of second quarter-end 2013 and as of year-end 2012 represent investments in money market accounts, all of which are restricted as to use and are included in other assets on the consolidated balance sheet as of second quarter-end 2013 and prepaid expenses and other current assets as of year-end 2012. The valuations were based on quoted market prices of those accounts as of the respective period end.

 

Available-for-sale investment represents the Company’s investment in Temp Holdings Co., Ltd. (“Temp Holdings”), a leading integrated human resources company in Japan, and is included in other assets on the consolidated balance sheet. The valuation is based on the quoted market price of Temp Holdings stock on the Tokyo Stock Exchange as of the period end. The unrealized gain, net of tax, of $11.5 million for the 13 weeks ended 2013 and unrealized gain of $7.3 million for the 13 weeks ended 2012 was recorded in other comprehensive income, as well as in accumulated other comprehensive income, a component of stockholders’ equity. The unrealized gain, net of tax, of $23.8 million for the 26 weeks ended 2013 and unrealized gain of $10.3 million for the 26 weeks ended 2012 was recorded in other comprehensive income, as well as in accumulated other comprehensive income. The cost of this investment was $20.9 million as of the second quarter-end 2013 and $24.1 million at year-end 2012.

 

Assets Measured at Fair Value on a Nonrecurring Basis

We evaluate long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, based on estimated undiscounted future cash flows. During the second quarter of 2013, a triggering event for the evaluation of certain long-lived assets for impairment occurred as the Company made the decision to exit the executive search business operating in an asset group within Germany that was associated with the OCG business segment. Based on the Company’s estimates as of the 2013 second quarter end, a $1.7 million reduction in the carrying value of OCG intangible assets was recorded. The resulting expense was recorded in the asset impairments line on the consolidated statement of earnings.

 

 

 

 
9

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

3. Restructuring

 

Restructuring costs incurred in the second quarter and first six months of 2013 totaled $0.8 million and primarily related to severance costs from the decision to exit the executive search business of OCG in Germany. Restructuring costs incurred in the second quarter and first six months of 2012 amounted to a credit of $2.2 million and primarily related to adjustments to estimated lease termination costs for EMEA Commercial branches that closed in prior years. These costs were reported as a component of SG&A expenses.

 

A summary of the balance sheet accrual related to global restructuring costs follows (in millions of dollars):

 

Balance at beginning of year

  $ 2.4  
         

Reductions for cash payments

    (1.1 )
         

Balance at first quarter-end 2013

    1.3  
         

Amounts charged to operations

    0.8  

Reductions for cash payments

    (0.7 )
         

Balance at second quarter-end 2013

  $ 1.4  

 

The remaining balance of $1.4 million as of the 2013 second quarter end represents primarily future lease payments and is expected to be paid by 2015. On a quarterly basis, the Company reassesses the accrual associated with restructuring costs and adjusts it as necessary.

 

4. Accumulated Other Comprehensive Income

   

The changes in accumulated other comprehensive income by component, net of tax, during the 26 weeks ended 2013 are included in the table below. Amounts in parentheses indicate debits. There were no reclassification adjustments out of accumulated other comprehensive income during the 13 and 26 weeks ended 2013.

 

 

   

26 Weeks Ended 2013

 
   

Foreign

Currency

Translation

Adjustments

   

Unrealized

Gains and

Losses on

Investment

   

Pension

Liability

Adjustments

   

Total

 
   

(In millions of dollars)

 
       

Beginning balance

  $ 24.9     $ 13.6     $ (3.1 )   $ 35.4  

Other comprehensive income (loss)

    (9.4 )     23.8       -       14.4  
                                 

Ending balance

  $ 15.5     $ 37.4     $ (3.1 )   $ 49.8  

 

 

 
10

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

5. Earnings Per Share

 

The reconciliation of basic and diluted earnings per share on common stock for the 13 and 26 weeks ended 2013 and 2012 follows (in millions of dollars except per share data):

 

   

13 Weeks Ended

   

26 Weeks Ended

 
   

2013

   

2012

   

2013

   

2012

 
                                 

Earnings from continuing operations

  $ 10.0     $ 15.0     $ 22.9     $ 24.2  

Less: Earnings allocated to participating securities

    (0.3 )     (0.4 )     (0.6 )     (0.6 )

Earnings from continuing operations available to common shareholders

  $ 9.7     $ 14.6     $ 22.3     $ 23.6  
                                 

Earnings from discontinued operations

  $ -     $ -     $ -     $ 0.4  

Less: Earnings allocated to participating securities

    -       -       -       -  

Earnings from discontinued operations available to common shareholders

  $ -     $ -     $ -     $ 0.4  
                                 

Net Earnings

  $ 10.0     $ 15.0     $ 22.9     $ 24.6  

Less: Earnings allocated to participating securities

    (0.3 )     (0.4 )     (0.6 )     (0.6 )

Net Earnings available to common shareholders

  $ 9.7     $ 14.6     $ 22.3     $ 24.0  
                                 

Basic earnings per share on common stock:

                               

Earnings from continuing operations

  $ 0.26     $ 0.40     $ 0.60     $ 0.64  

Earnings from discontinued operations

  $ -     $ -     $ -     $ 0.01  

Net earnings

  $ 0.26     $ 0.40     $ 0.60     $ 0.65  
                                 

Diluted earnings per share on common stock:

                               

Earnings from continuing operations

  $ 0.26     $ 0.40     $ 0.60     $ 0.64  

Earnings from discontinued operations

  $ -     $ -     $ -     $ 0.01  

Net earnings

  $ 0.26     $ 0.40     $ 0.60     $ 0.65  
                                 

Average common shares outstanding (millions):

                               

Basic

    37.2       37.0       37.2       36.9  

Diluted

    37.2       37.0       37.2       37.0  

Stock options representing 0.3 million and 0.4 million shares, respectively, for the 13 weeks ended 2013 and 2012, and 0.4 million shares for the 26 weeks ended 2013 and 2012 were excluded from the computation of diluted earnings per share due to their anti-dilutive effect.

 

 
11

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

6. Other Expense, Net

 

Included in other expense, net for the 13 and 26 weeks ended 2013 and 2012 are the following:

 

   

13 Weeks Ended

   

26 Weeks Ended

 
   

2013

   

2012

   

2013

   

2012

 
   

(In millions of dollars)

   

(In millions of dollars)

 

Interest income

  $ 0.1     $ 0.2     $ 0.2     $ 0.8  

Interest expense

    (0.8 )     (0.9 )     (1.5 )     (1.9 )

Dividend income

    0.3       0.3       0.3       0.3  

Net loss on equity investment

    (0.5 )     -       (0.8 )     -  

Foreign exchange losses

    (0.7 )     (0.1 )     (0.8 )     (0.3 )
                                 

Other expense, net

  $ (1.6 )   $ (0.5 )   $ (2.6 )   $ (1.1 )
 

 

7. Contingencies

 

The Company is continuously engaged in litigation arising in the ordinary course of its business, typically matters alleging employment discrimination, alleging wage and hour violations or enforcing the restrictive covenants in the Company’s employment agreements.  While there is no expectation that any of these matters will have a material adverse effect on the Company’s results of operations, financial position or cash flows, litigation is always subject to inherent uncertainty and the Company is not able to reasonably predict if any matter will be resolved in a manner that is materially adverse to the Company.

 

The Company has settled its unclaimed property examination by Delaware, its state of incorporation, for $4.5 million. Types of property under exam included payroll and accounts payable checks and accounts receivable credits, covering all reporting years through and including 2012. Accordingly, the Company recorded an additional reserve of $3.0 million in the first quarter of 2013. The Company paid this settlement during the second quarter of 2013.

 

8. Segment Disclosures

 

The Company’s segments are based on the organizational structure for which financial results are regularly evaluated by the Company’s chief operating decision maker to determine resource allocation and assess performance. The Company’s seven reporting segments are: (1) Americas Commercial, (2) Americas Professional and Technical (“Americas PT”), (3) Europe, Middle East and Africa Commercial (“EMEA Commercial”), (4) Europe, Middle East and Africa Professional and Technical (“EMEA PT”), (5) Asia Pacific Commercial (“APAC Commercial”), (6) Asia Pacific Professional and Technical (“APAC PT”), and (7) Outsourcing and Consulting Group (“OCG”).

 

The Commercial business segments within the Americas, EMEA and APAC regions represent traditional office services, contact-center staffing, marketing, electronic assembly, light industrial and, in the Americas, substitute teachers. The PT segments encompass a wide range of highly skilled temporary employees, including scientists, financial professionals, attorneys, engineers, IT specialists and healthcare workers. OCG includes recruitment process outsourcing (“RPO”), contingent workforce outsourcing (“CWO”), business process outsourcing (“BPO”), payroll process outsourcing (“PPO”), executive placement and career transition/outplacement services. Corporate expenses that directly support the operating units have been allocated to the Americas, EMEA and APAC regions and OCG based on a work effort, volume or, in the absence of a readily available measurement process, proportionately based on revenue from services.

 

 

 
12

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

 

8. Segment Disclosures (continued)

 

The following tables present information about the reported revenue from services and gross profit of the Company by segment, along with a reconciliation to consolidated earnings from continuing operations before taxes, for the 13 and 26 weeks ended 2013 and 2012. Asset information by reportable segment is not presented, since the Company does not produce such information internally, nor does it use such data to manage its business.

 

   

13 Weeks Ended

   

26 Weeks Ended

 
   

2013

   

2012

   

2013

   

2012

 
   

(In millions of dollars)

   

(In millions of dollars)

 

Revenue from Services:

                               

Americas Commercial

  $ 648.8     $ 668.6     $ 1,287.1     $ 1,337.9  

Americas PT

    259.6       262.4       510.6       512.5  

Total Americas Commercial and PT

    908.4       931.0       1,797.7       1,850.4  
                                 

EMEA Commercial

    219.8       213.7       420.8       426.7  

EMEA PT

    43.1       41.6       86.6       83.8  

Total EMEA Commercial and PT

    262.9       255.3       507.4       510.5  
                                 

APAC Commercial

    87.7       84.3       169.2       172.6  

APAC PT

    10.0       12.8       20.2       25.6  

Total APAC Commercial and PT

    97.7       97.1       189.4       198.2  
                                 

OCG

    109.9       91.4       208.9       178.1  
                                 

Less: Intersegment revenue

    (12.0 )     (8.7 )     (21.7 )     (16.3 )
                                 

Consolidated Total

  $ 1,366.9     $ 1,366.1     $ 2,681.7     $ 2,720.9  
 

 

 
13

 

 

 

KELLY SERVICES, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(UNAUDITED)

 

8. Segment Disclosures (continued)

 

   

13 Weeks Ended

   

26 Weeks Ended

 
   

2013

   

2012

   

2013

   

2012

 
   

(In millions of dollars)

   

(In millions of dollars)

 

Earnings from Operations:

                               

Americas Commercial gross profit

  $ 94.2     $ 97.7     $ 187.7     $ 195.7  

Americas PT gross profit

    41.1       39.7       81.5       79.9  

Americas Region gross profit

    135.3       137.4       269.2       275.6  

Americas Region SG&A expenses

    (103.8 )     (99.0 )     (213.0 )     (201.9 )

Americas Region Earnings from Operations

    31.5       38.4       56.2       73.7  
                                 

EMEA Commercial gross profit

    33.8       34.2       64.9       67.7  

EMEA PT gross profit

    10.5       10.9       21.2       22.2  

EMEA Region gross profit

    44.3       45.1       86.1       89.9  

EMEA Region SG&A expenses

    (39.9 )     (39.7 )     (81.9 )     (84.2 )

EMEA Region Earnings from Operations

    4.4       5.4       4.2       5.7  
                                 

APAC Commercial gross profit

    12.5       12.5       24.1       25.6  

APAC PT gross profit

    3.8       5.3       7.1       10.5  

APAC Region gross profit

    16.3       17.8       31.2       36.1  

APAC Region SG&A expenses

    (15.4 )     (19.0 )     (31.2 )     (38.7 )

APAC Region Earnings (Loss) from Operations

    0.9       (1.2 )     -       (2.6 )
                                 

OCG gross profit

    25.6       23.7       52.7       46.8  

OCG SG&A expenses

    (26.4 )     (22.8 )     (51.8 )     (45.4 )

OCG asset impairment

    (1.7 )     -       (1.7 )     -  

OCG (Loss) Earnings from Operations

    (2.5 )     0.9       (0.8 )     1.4  
                                 

Less: Intersegment gross profit

    (0.8 )     (0.8 )     (1.6 )     (1.5 )

Less: Intersegment SG&A expenses

    0.8       0.8       1.6       1.5  

Net Intersegment Activity

    -       -       -       -  
                                 

Corporate

    (17.9 )     (19.7 )     (36.1 )     (39.7 )

Consolidated Total

    16.4       23.8       23.5       38.5  

Other Expense, Net

    1.6       0.5       2.6       1.1  

Earnings From Continuing Operations

                               

Before Taxes

  $ 14.8     $ 23.3     $ 20.9     $ 37.4  

 

 

9.    New Accounting Pronouncement  

 

In March 2013, the FASB issued amendments to address the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013 (early adoption is permitted). The adoption of this guidance is not expected to have a material effect on our results of operations, financial position or liquidity.

 

 

 
14

 

 

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

 

Executive Overview

The Staffing Industry

 

The worldwide staffing industry is competitive and highly fragmented. In the United States, approximately 100 competitors operate nationally, and approximately 10,000 smaller companies compete in varying degrees at local levels. Additionally, several similar staffing companies compete globally. Demand for temporary services is highly dependent on the overall strength of the global economy and labor markets. In periods of economic growth, demand for temporary services generally increases, and the need to recruit, screen, train, retain and manage a pool of employees who match the skills required by particular customers becomes critical. Conversely, during an economic downturn, competitive pricing pressures can pose a threat to retaining a qualified temporary workforce. Accordingly, the on-going economic crisis in the Eurozone and slow recovery from recession in the U.S. have impacted all staffing firms over the last several years.

 

Our Business

 

Kelly Services is a global staffing company, providing innovative workforce solutions for customers in a variety of industries. Our staffing operations are divided into three regions, Americas, EMEA and APAC, with commercial and professional and technical staffing businesses in each region. As the human capital arena has become more complex, we have also developed a suite of innovative solutions within our global OCG business. We are forging strategic relationships with our customers to help them manage their flexible workforces, through outsourcing, consulting, recruitment, career transition and vendor management services.

 

We earn revenues from the hourly sales of services by our temporary employees to customers, as a result of recruiting permanent employees for our customers, and through our outsourcing and consulting activities. Our working capital requirements are primarily generated from temporary employee payroll and customer accounts receivable. The nature of our business is such that trade accounts receivable are our most significant financial asset. Average days sales outstanding varies within and outside the U.S., but averages more than 50 days on a global basis. Since receipts from customers generally lag temporary employee payroll, working capital requirements increase substantially in periods of growth.

 

Our Strategy and Outlook

 

Our long-term strategic objective is to create shareholder value by delivering a competitive profit from the best workforce solutions and talent in the industry. To achieve this, we are focused on the following key areas:

 

 

 

Maintain our core strengths in commercial staffing in markets;

 

 

Grow our professional and technical solutions;
 

Transform our OCG segment into a market-leading provider of talent supply chain management;

 

Capture permanent placement growth in selected specialties; and

 

Lower our costs through deployment of efficient service delivery models.

 

Despite the clarity of our objectives, the global economy’s uneven and subpar growth continues to impact our business. These constraints were evident in Kelly’s second quarter results, with revenue up less than 1% year over year. However, even with the challenging global economic backdrop, we delivered solid operational performance in two key areas. During the second quarter of 2013:

 

 

 

We increased revenue and fees by over 20% year over year in our OCG segment, confirming that our direction aligns with increased market demand for outsourced solutions.

     
 

While continuing to make strategic investments, including significant investments in OCG, we continued to practice effective expense control. Total company expenses increased by only 2% in comparison to the prior year.

 

At 0.7% for the second quarter of 2013, our return on sales (“ROS”) is still well below our long-term goal of 4.0%. To make significant progress against our ROS goal and better leverage our business, we will need to see stronger, more sustained economic growth accompanied by growing demand for full-time and temporary labor.

 

 

 
15

 

 

 

Looking ahead, although the U.S. unemployment rate is currently below 8%, one of the primary drivers of the lower rate has been a shrinking labor force, rather than a growing demand for labor. We expect that the current tepid labor market growth across the U.S. will continue to constrain hiring in the near-term. Though modest job growth is occurring, we are not experiencing the corresponding uplift in our industry that was typical in previous recoveries. In Europe, we do not anticipate any significant changes to the economic conditions that continue to take their toll on the labor market.

 

An additional challenge for us will be to meet the provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Acts”). The Acts represent comprehensive U.S. healthcare reform legislation that, in addition to other provisions, will subject us to potential penalties unless we offer to our employees minimal essential coverage that is affordable and provides minimum value. In order to comply with the Acts, Kelly intends to begin offering health care coverage to all temporary employees eligible for coverage under the Acts. 

 

Based on the recently announced delay of the employer penalty provisions and related reporting requirements of the Acts until 2015, we do not currently intend to expand employer subsidized health care coverage in 2014.  Barring a significant additional development, we will use the transition relief period to continue development and testing of system requirements, and designing of cost-effective health care offerings.  While we intend to pass related costs on to our customers, there can be no assurance that we will be able to increase pricing to our customers in a sufficient amount to cover the increased costs, either in total, or in the period in which costs are incurred, and the net financial impact on our results of operations could be significant.

 

Longer-term, we believe the trends in the staffing industry are positive: companies are becoming more comfortable with the use of flexible staffing models; there is increasing acceptance of free agents and contractual employment by companies and candidates alike; and companies are searching for more comprehensive workforce management solutions. This shift in demand for contingent labor plays to our strengths and experience -- particularly serving large companies.

 

Financial Measures – Operating Margin and Constant Currency

 

Operating margin (earnings from operations divided by revenue from services) in the following tables is a ratio used to measure the Company’s pricing strategy and operating efficiency. Constant currency (“CC”) change amounts are non-GAAP measures. CC change amounts in the following tables refer to the year-over-year percentage changes resulting from translating 2013 financial data into U.S. dollars using the same foreign currency exchange rates used to translate financial data for 2012. We believe that CC measurements are an important analytical tool to aid in understanding underlying operating trends without distortion due to currency fluctuations.

 

Fee-Based Income

 

Fee-based income, which is included in revenue from services in the following tables, has a significant impact on gross profit rates. There are very low direct costs of services associated with fee-based income. Therefore, increases or decreases in fee-based income can have a disproportionate impact on gross profit rates.

 

 
16 

 

 

Results of Operations

Total Company - Second Quarter

(Dollars in millions)


   

2013

   

2012

   

Change

   

CC

Change

 

Revenue from services

  $ 1,366.9     $ 1,366.1       0.1

%

    (0.1 ) %

Fee-based income

    38.3       39.0       (2.2 )     (1.9 )

Gross profit

    220.7       223.2       (1.1 )     (1.3 )

SG&A expenses excluding restructuring charges

    201.8       201.6       0.1          

Restructuring charges

    0.8       (2.2 )     137.5          

Total SG&A expenses

    202.6       199.4       1.6       1.5  

Asset impairments

    1.7       -    

NM

         

Earnings from operations

    16.4       23.8       (30.9 )        
                                 

Gross profit rate

    16.1

%

    16.3

%

    (0.2 ) pts.        

Expense rates (excluding restructuring charges):

                               

% of revenue

    14.8       14.8       -          

% of gross profit

    91.4       90.3       1.1          

Operating margin

    1.2       1.7       (0.5 )        

 

Total Company revenue for the second quarter of 2013 was flat in comparison to the prior year. This reflected a 4% decrease in hours worked, partially offset by a 3% increase in average bill rates on a CC basis. Hours decreased in our staffing business in the Americas and APAC regions. The decrease in the Americas was due primarily to the economic uncertainty existing in the region, while the decline in APAC was due in large part to decisions we made to exit low-margin business in India. The improvement in average bill rates was primarily due to the mix of countries, particularly the business we exited in India with very low average bill rates.

 

Compared to the second quarter of 2012, the gross profit rate was down 20 basis points. Decreases in the gross profit rates in EMEA, APAC and OCG offset a slight increase in the gross profit rate in Americas.

 

Selling, general and administrative (“SG&A”) expenses increased slightly year over year. In the second quarter of 2013, the Company made the decision to exit the OCG executive search business operating in Germany. The $0.8 million of restructuring costs primarily relate to severance costs incurred from exiting this business. Restructuring costs in the second quarter of 2012 related primarily to revisions of the estimated lease termination costs for previously closed EMEA branches.

 

Asset impairments represent the write-off of the carrying value of long-lived assets related to the decision to exit the executive search business operating in Germany.

 

Income tax expense for the second quarter of 2013 was $4.8 million (32.2%), compared to $8.3 million (35.5%) for the second quarter of 2012. The 2013 tax expense benefited from work opportunity credits which were generally not available for new hires in 2012. This benefit was partially offset by the recording of a valuation allowance against deferred tax assets in Germany.

 

Diluted earnings from continuing operations per share for the second quarter of 2013 were $0.26, as compared to $0.40 for the second quarter of 2012.

 

 

 
17

 

 

Total Americas - Second Quarter

(Dollars in millions)


   

2013

   

2012

   

Change

   

CC

Change

 

Revenue from services

  $ 908.4     $ 931.0       (2.4 ) %     (2.6 ) %

Fee-based income

    8.1       8.4       (4.2 )     (4.0 )

Gross profit

    135.3       137.4       (1.6 )     (1.6 )

Total SG&A expenses

    103.8       99.0       4.8       4.8  

Earnings from operations

    31.5       38.4       (18.0 )        
                                 

Gross profit rate

    14.9

%

    14.8

%

    0.1 pts.        

Expense rates:

                               

% of revenue

    11.4       10.6       0.8          

% of gross profit

    76.7       72.0       4.7          

Operating margin

    3.5       4.1       (0.6 )        
 

The change in Americas revenue represents a 4% decrease in hours worked, partially offset by a 2% increase in average bill rates on a CC basis. Americas represented 67% of total Company revenue in the second quarter of 2013 and 68% in the second quarter of 2012.

 

Revenue in our Commercial segment was down 3% and our PT revenue was down 1% in comparison to the prior year. The decrease in revenue in Commercial was due to revenue decreases in our office clerical and electronic assembly products, somewhat offset by increased revenue in our educational staffing business. In the PT segment, we continued to see declines in revenue in our science, IT and finance products, partially offset by growth in revenue in our engineering and health care products.

 

The increase in SG&A expenses was due to our continued investment in PT recruiters, our centralized operations staff to support our largest customers and investments in our technology infrastructure.

 

Total EMEA - Second Quarter

(Dollars in millions)


   

2013

   

2012

   

Change

   

CC

Change

 

Revenue from services

  $ 262.9     $ 255.3       3.0

%

    2.6

%

Fee-based income

    9.1       10.6       (14.9 )     (14.6 )

Gross profit

    44.3       45.1       (1.6 )     (2.2 )

SG&A expenses excluding restructuring charges

    39.9       41.9       (4.7 )        

Restructuring charges

    -       (2.2 )     101.8          

Total SG&A expenses

    39.9       39.7       0.5       -  

Earnings from operations

    4.4       5.4       (17.3 )        
                                 

Gross profit rate

    16.9

%

    17.6

%

    (0.7 ) pts.