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, 2006
or

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-14543


LABOR READY, INC.

(Exact name of Registrant as specified in its charter)


 

Washington

 

91-1287341

(State or other jurisdiction of

 

(IRS Employer

incorporation or organization)

 

Identification No.)

 

 

 

1015 A Street, Tacoma, Washington

 

98402

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:     (253) 383-9101

 

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 o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer x   Accelerated filer Non-accelerated filer o

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

As of July 28, 2006, there were 52,765,820 shares of the registrant’s common stock outstanding.

 

Documents incorporated by reference:  None.

 




 

LABOR READY, INC.

INDEX

Part I.

Financial Information

 

 

 

Item 1.

Consolidated Balance Sheets

 

 

June 30, 2006 and December 30, 2005

 

 

 

 

 

Consolidated Statements of Income

 

 

Thirteen and Twenty-Six Weeks Ended June 30, 2006 and July 1, 2005

 

 

 

 

 

Consolidated Statements of Comprehensive Income

 

 

Thirteen and Twenty-Six Weeks Ended June 30, 2006 and July 1, 2005

 

 

 

 

 

Consolidated Statements of Cash Flows

 

 

Twenty-Six Weeks Ended June 30, 2006 and July 1, 2005

 

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

 

Item 2.

Management’s Discussion and Analysis of

 

 

Financial Condition and Results of Operations

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures

 

 

About Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

Part II.

Other Information

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

Item 1A.

Risk Factors

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities; Use of Proceeds and Issuer Purchases of Securities

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

Item 5.

Other Information

 

 

 

 

Item 6.

Exhibits

 

 

 

 

Signatures

 

 

2




 

PART I.  Financial Information

Item 1.  Financial Statements

LABOR READY, INC.

CONSOLIDATED BALANCE SHEETS

In Thousands

ASSETS

 

 

June 30,

 

December 30,

 

 

 

2006

 

2005

 

 

 

(Unaudited)

 

 

 

 CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

60,337

 

$

82,155

 

 

Marketable securities

 

94,864

 

93,510

 

 

Accounts receivable

 

133,031

 

127,354

 

 

Allowance for doubtful accounts

 

(5,046

)

(5,395

)

 

Prepaid expenses, deposits and other

 

11,557

 

15,227

 

 

Income tax receivable

 

2,967

 

3,342

 

 

Deferred income taxes

 

8,253

 

2,470

 

 

 

 

 

 

 

 

 

Total current assets

 

305,963

 

318,663

 

 

 

 

 

 

 

 

 

 PROPERTY AND EQUIPMENT:

 

 

 

 

 

 

Buildings and land

 

19,540

 

18,194

 

 

Computers and software

 

36,344

 

34,465

 

 

Cash dispensing machines

 

15,511

 

15,420

 

 

Furniture and equipment

 

7,456

 

4,895

 

 

 

 

78,851

 

72,974

 

 

 Less accumulated depreciation and amortization

 

49,846

 

46,359

 

 

 

 

 

 

 

 

 

 Property and equipment, net

 

29,005

 

26,615

 

 

 

 

 

 

 

 

 

 OTHER ASSETS:

 

 

 

 

 

 

Restricted cash and other assets

 

154,766

 

152,679

 

 

Deferred income taxes

 

4,080

 

3,931

 

 

Goodwill

 

37,364

 

37,370

 

 

Other assets

 

33,785

 

32,818

 

 

 

 

 

 

 

 

 

 Total other assets

 

229,995

 

226,798

 

 

 

 

 

 

 

 

 

Total assets

 

$

564,963

 

$

572,076

 

 

See accompanying notes to consolidated financial statements

3




LABOR READY, INC.

CONSOLIDATED BALANCE SHEETS

In Thousands (Except Par Values)

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

June 30,

 

December 30,

 

 

 

2006

 

2005

 

 

 

(Unaudited)

 

 

 

 CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

19,593

 

$

25,759

 

Accrued wages and benefits

 

26,889

 

26,741

 

Current portion of workers’ compensation claims reserve

 

46,587

 

46,211

 

Other current liabilities

 

1,104

 

1,303

 

 

 

 

 

 

 

Total current liabilities

 

94,173

 

100,014

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

Workers’ compensation claims reserve, less current portion

 

131,732

 

121,648

 

Other non-current liabilities

 

951

 

1,816

 

 

 

 

 

 

 

Total long-term liabilities

 

132,683

 

123,464

 

 

 

 

 

 

 

Total liabilities

 

226,856

 

223,478

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock, $0.131 par value, 20,000 shares authorized; No shares issued and outstanding

 

 

 

Common stock, no par value, 100,000 shares authorized; 52,342 and 53,838 shares issued and outstanding

 

108,315

 

149,415

 

Cumulative foreign currency translation adjustment, net of tax

 

2,773

 

2,261

 

Cumulative unrealized loss on marketable securities

 

(9

)

(24

)

Retained earnings

 

227,028

 

196,946

 

 

 

 

 

 

 

Total shareholders’ equity

 

338,107

 

348,598

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

564,963

 

$

572,076

 

See accompanying notes to consolidated financial statements

4




LABOR READY, INC.

CONSOLIDATED STATEMENTS OF INCOME

In Thousands (Except Per Share Data)

(Unaudited)

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

June 30,

 

July 1,

 

June 30,

 

July 1,

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenue from services

 

$

339,777

 

$

295,208

 

$

636,844

 

$

538,424

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

230,326

 

202,535

 

434,476

 

369,613

 

Gross profit

 

109,451

 

92,673

 

202,368

 

168,811

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

79,509

 

66,253

 

153,733

 

125,667

 

Depreciation and amortization

 

2,672

 

2,189

 

5,468

 

4,395

 

Income from operations

 

27,270

 

24,231

 

43,167

 

38,749

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(170

)

(1,503

)

(433

)

(2,878

)

Interest and other income

 

3,171

 

2,214

 

6,180

 

4,064

 

Interest and other income, net

 

3,001

 

711

 

5,747

 

1,186

 

Income before tax expense

 

30,271

 

24,942

 

48,914

 

39,935

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

11,655

 

9,498

 

18,832

 

15,135

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,616

 

$

15,444

 

$

30,082

 

$

24,800

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.35

 

$

0.35

 

$

0.56

 

$

0.57

 

Diluted

 

$

0.35

 

$

0.30

 

$

0.56

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

53,277

 

44,611

 

53,478

 

43,557

 

Diluted

 

53,775

 

53,535

 

54,039

 

53,254

 

See accompanying notes to consolidated financial statements

5




LABOR READY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In Thousands

(Unaudited)

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

June 30,

 

July 1,

 

June 30,

 

July 1,

 

 

 

2006

 

2005

 

2006

 

2005

 

Net income

 

$

18,616

 

$

15,444

 

$

30,082

 

$

24,800

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment, net of tax

 

367

 

(576

)

512

 

(868

)

Unrealized gain on marketable securities

 

6

 

14

 

15

 

11

 

Other comprehensive income (loss)

 

373

 

(562

)

527

 

(857

)

Comprehensive income

 

$

18,989

 

$

14,882

 

$

30,609

 

$

23,943

 

See accompanying notes to consolidated financial statements

6




LABOR READY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands

(Unaudited)

 

 

Twenty- Six Weeks Ended

 

 

 

June 30,

 

July 1,

 

 

 

2006

 

2005

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

30,082

 

$

24,800

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

5,468

 

4,749

 

Provision for doubtful accounts

 

2,999

 

3,180

 

Deferred income taxes

 

(6,144

)

(5,604

)

Stock-based compensation

 

3,891

 

540

 

Excess tax benefits from stock-based compensation

 

(3,505

)

 

Tax benefit on stock options

 

 

3,248

 

Other operating activities

 

414

 

42

 

Changes in operating assets and liabilities, exclusive of business acquired:

 

 

 

 

 

Accounts receivable

 

(9,025

)

(17,627

)

Income taxes

 

4,001

 

5,839

 

Other assets

 

1,225

 

173

 

Accounts payable

 

(6,128

)

2,965

 

Accrued wages and benefits

 

495

 

3,490

 

Workers’ compensation claims reserve

 

10,460

 

7,154

 

Other current liabilities

 

(38

)

(151

)

Net cash provided by operating activities

 

34,195

 

32,798

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Capital expenditures

 

(6,808

)

(2,744

)

Purchases of marketable securities

 

(36,255

)

(50,888

)

Maturities of marketable securities

 

34,916

 

52,822

 

Increase in restricted cash and other assets

 

(2,087

)

(10,705

)

Purchase of CLP Holdings Corp., net of cash acquired

 

 

(45,892

)

Other

 

(167

)

36

 

Net cash used in investing activities

 

(10,401

)

(57,371

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Purchase and retirement of common stock

 

(51,833

)

 

Net proceeds from sale of stock through options and employee benefit plans

 

2,869

 

6,608

 

Excess tax benefits from stock-based compensation

 

3,505

 

 

Payments on debt

 

(829

)

(1,141

)

Net cash provided by (used in) financing activities

 

(46,288

)

5,467

 

Effect of exchange rates on cash

 

676

 

(765

)

Net change in cash and cash equivalents

 

(21,818

)

(19,871

)

CASH AND CASH EQUIVALENTS, beginning of period

 

82,155

 

87,555

 

CASH AND CASH EQUIVALENTS, end of period

 

$

60,337

 

$

67,684

 

See accompanying notes to consolidated financial statements

 

7




Notes to Consolidated Financial Statements

NOTE 1: ACCOUNTING PRINCIPLES AND PRACTICES

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and rules and regulations of the Securities and Exchange Commission.  Accordingly, certain information and footnote disclosures usually found in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  The unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position, results of operations and cash flows for the interim periods presented.  These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 30, 2005. Operating results for the twenty-six week period ended June 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 29, 2006.

The consolidated financial statements are presented on a 52/53-week fiscal year end basis, with the last day of the fiscal year ending on the Friday closest to December 31. Fiscal years 2005 and 2006 are 52-week years.

Revenue recognition
Revenue from services is recognized at the time the service is performed and is net of adjustments related to customer credits.  A portion of our revenue is derived from cash dispensing machine (“CDM”) fees, which are immaterial for all periods presented.  Sales coupons or other incentives are recognized in the period the related revenue is earned.

Cost of services
Cost of services includes the wages of temporary employees, related payroll taxes, workers’ compensation expenses and transportation.

Revision of the classification of certain securities
In connection with the preparation of our 2005 report on Form 10-K, we concluded that it was appropriate to classify our variable rate demand notes as short-term marketable securities, as opposed to their previous classification as cash and cash equivalents.  Accordingly, we revised the classification to report these securities as short-term marketable securities in our consolidated balance sheets for all periods presented.  We made corresponding adjustments to our consolidated statements of cash flows in our 2005 report on Form 10-K for the years presented to reflect the gross purchases and maturities of these available-for-sale securities as investing activities rather than as a component of cash and cash equivalents. As a result of this reclassification, net cash used in investing activities decreased for the twenty-six weeks ended July 1, 2005 by $4.9 million, for activity relating to these investments.  This classification revision did not affect previously reported cash flows provided by operating activities or financing activities in our previously reported consolidated statements of cash flows, nor did it affect our previously reported consolidated statements of income for any period.

Stock-based compensation
Effective the first fiscal quarter of 2006, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (Revised), Share-Based Payment, using the modified-prospective transition method.  Under this transition method, we recognized stock-based compensation expense for stock-based awards granted subsequent to the year ended December 30, 2005 in accordance with the provisions of SFAS No. 123R, and the estimated expense for the portion vesting in the period for options granted prior to, but not vested as of December 30, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123.  We have historically recorded compensation expense for restricted stock grants and continue to do so under SFAS No. 123R. Results for prior periods have not been restated, as provided for under the modified-prospective method.  Compensation cost for all stock-based awards is recognized using the straight-line method.

Effective in the first fiscal quarter of 2006, we also elected to adopt FASB Staff Position (“FSP”) No. 123(R)-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards.  The FSP provides an alternative method of calculating excess tax benefits (the APIC pool) from the method defined under SFAS No. 123R for stock-based payments.

Total stock-based compensation expense recognized in the consolidated financial statements for the thirteen weeks ended June 30, 2006 was $1.4 million, before income taxes and included restricted stock expense of  $0.5 million, stock option expense of $0.8 million and expense of $0.1 million related to shares issued to employees under our Employee Stock Purchase Plan (ESPP).  The total related tax benefit was $0.5 million for the thirteen weeks ended June 30, 2006.  No stock-based compensation has been capitalized as of June 30, 2006.  Total stock-based compensation expense recognized in the consolidated financial statements for the thirteen weeks ended July 1, 2005 was $0.3 million before tax and consisted of restricted stock expense.

8




Total stock-based compensation expense recognized in the consolidated financial statements for the twenty-six weeks ended June 30, 2006 was $3.9 million, before income taxes and included restricted stock expense of  $1.6 million, stock option expense of $1.3 million and expense of $0.2 million related to shares issued to employees under our Employee Stock Purchase Plan (ESPP).  The remaining expense was made up of a payment of $0.8 million in unrestricted stock compensation to our board of directors.  The total related tax benefit was $1.5 million for the twenty-six weeks ended June 30, 2006.  Total stock-based compensation expense recognized in the consolidated financial statements for the twenty-six weeks ended July 1, 2005 was $0.5 million before tax and consisted of restricted stock expense.

The following table shows the effect on net income and net income per share for the thirteen and twenty-six weeks ended July 1, 2005 had compensation cost been recognized based upon the estimated fair value on the grant date of stock options, restricted stock and ESPP, in accordance with SFAS No. 123, as amended by SFAS No. 148 Accounting for Stock-Based Compensation-Transition and Disclosure  (in thousands, except per share amount):

 

 

 

 

 

 

 

 

Thirteen
 Weeks Ended
July 1, 2005

 

Twenty-Six
 Weeks Ended
July 1, 2005

 

 

 

 

 

 

 

Net income as reported

 

$

15,444

 

$

24,800

 

Add: Stock based compensation as reported, net of tax

 

196

 

335

 

 

 

15,640

 

25,135

 

Deduct: Total stock-based compensation expense determined under fair value method of all awards, net of tax

 

(460

)

(997

)

Pro Forma

 

$

15,180

 

$

24,138

 

 

 

 

 

 

 

Diluted Net Income Per Share

 

 

 

 

 

As Reported

 

$

0.30

 

$

0.49

 

Pro Forma

 

$

0.30

 

$

0.48

 

 

 

 

 

 

 

Basic Net Income Per Share

 

 

 

 

 

As Reported

 

$

0.35

 

$

0.57

 

Pro Forma

 

$

0.34

 

$

0.55

 

 

Disclosures for the period ended June 30, 2006 are not presented above since the amounts are recognized and reflected in the consolidated financials statements.  See further discussion of stock-based compensation in Note 10.

New accounting pronouncements

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109Interpretation No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. The Interpretation prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on the return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and transition. The Interpretation is effective for fiscal years beginning after December 15, 2006, although early adoption is encouraged. We are currently evaluating the impact of Interpretation No. 48 and whether our adoption of the Interpretation will have a material effect on our consolidated financial position, results of operations or cash flows.

NOTE 2: MARKETABLE SECURITIES

Management determines the appropriate classification, pursuant to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, of our investments in debt and equity securities (“Marketable Securities”) at the time of purchase and re-evaluates such determination at each balance sheet date.  Marketable Securities consist of revenue bonds and other municipal obligations, which usually have maturities or reset dates of one year or less. The aggregate carrying value of our Marketable Securities was $94.9 million as of June 30, 2006 and $93.5 million at December 30, 2005. At June 30, 2006 and December 30, 2005, those securities were classified as available-for-sale and stated at fair value as reported by the Company’s investment brokers, with the unrealized holding gains and losses reported as a separate component of shareholders’ equity. There were no material unrealized holding gains or losses

9




at June 30, 2006 or December 30, 2005. The specific identification method is used for computing realized gains and losses on the sale of available-for-sale securities.  For the twenty-six weeks ended June 30, 2006 and July 1, 2005, there were no material realized gains or losses on sales of available-for-sale securities. These marketable securities are available to fund current operations, if necessary.

NOTE 3: RESTRICTED CASH AND OTHER ASSETS

We have cash deposits and other restricted assets with independent financial institutions predominantly for the purpose of securing our workers’ compensation obligations.  These assets may be released as workers’ compensation claims are paid or when letters of credit are released.

The following is a summary of restricted cash and other assets as of June 30, 2006 and December 30, 2005 (in millions):

 

 

June 30, 2006

 

December 30, 2005

 

Workers’ Assurance Program — committed collateral*

 

$

141.3

 

$

138.8

 

Cash collateralizing surety bonds

 

8.4

 

9.7

 

Workers’ Assurance Program- uncommitted cash*

 

1.1

 

4.2

 

Other

 

4.0

 

 

Total Restricted Cash and Other Assets

 

$

154.8

 

$

152.7

 


* We have agreements with certain financial institutions through our wholly-owned and consolidated subsidiary, Workers’ Assurance of Hawaii, Inc. (our “Workers’ Assurance Program”), that allow us to restrict cash for the purpose of providing cash-backed instruments for our workers’ compensation collateral.  These instruments include cash-backed letters of credit, cash held in trusts that we control as well as cash deposits held by our insurance carriers.  Committed cash represents instruments that have been provided or pledged to an insurance company to cover the cost of claims in the event we are unable to make payment.  Uncommitted cash represents cash available for funding future commitments.

Our restricted cash and other assets increased $2.1 million since the end of 2005. While our workers’ compensation reserve increased, the need to post additional collateral has been largely offset by favorable trends from our insurance company in the amount of collateral they require. Likewise, some of our cash-backed instruments are no longer required to be backed 100% by cash. See further discussion in Note 8.

NOTE 4: RECEIVABLES FROM INSURANCE COMPANIES

For workers’ compensation claims originating in self-insured states, the majority of our current workers’ compensation insurance policies from independent, third-party carriers, cover any claims for a particular event above a $2.0 million deductible, on a “per occurrence” basis.

Our workers’ compensation reserves include not only estimated expenses for claims within our deductible layer but also estimated expenses related to claims above our deductible limits (“excess claims”).  We record a receivable for the insurance coverage on excess claims based on the contractual policy agreements we have with insurance companies.  We discount this receivable to its estimated net present value using the risk-free rate associated with the weighted average life of our excess claims. The weighted average claim life is obtained from our actuary. Included in other assets in the accompanying consolidated balance sheets as of June 30, 2006 and December 30, 2005 are discounted receivables from insurance companies, net of related valuation allowance, of  $16.7 million and $14.5 million, respectively.

When appropriate, based on our best estimate, we record a valuation allowance against the insurance receivable to reflect amounts that may not be realized. Two of the workers’ compensation insurance companies with which we formerly did business are currently in liquidation or financial distress and have failed to pay a number of excess claims. We have presented these excess claims to the guarantee funds of the states in which the claims originated.  Certain of these excess claims have been rejected by the state guarantee funds due to statutory eligibility limitations. Although we believe it is probable that we will receive payments on the majority of our excess claims, we have concluded that recovery is unlikely on a portion of these claims. As a result, we have recorded a valuation allowance against the insurance receivables from these two insurance companies as of June 30, 2006 and December 30, 2005 in the amount of $2.5 million and $2.8 million, respectively.

10




We also record a receivable for other matters where we expect reimbursement from an insurance company.  Included in prepaid expenses, deposits and other in the accompanying Consolidated Balance Sheets at June 30, 2006 is an undiscounted receivable from our insurance company of $1.8 million in connection with certain litigation.  The receivable is not discounted due to the short-term nature of the expected reimbursement.

NOTE 5: INTANGIBLE ASSETS

The following table presents the Company’s purchased intangible assets other than goodwill, which are included in other assets in the Consolidated Balance Sheets (in thousands):

 

 

June 30,
2006

 

December 30,
2005

 

Amortizable intangible assets:

 

 

 

 

 

Trade name/trademarks

 

$

400

 

$

400

 

Customer relationships

 

11,600

 

11,600

 

Non-compete agreements

 

1,600

 

1,600

 

 

 

13,600

 

13,600

 

Less accumulated amortization

 

4,664

 

3,194

 

Total amortized intangible assets, net

 

$

8,936

 

$

10,406

 

 

 

 

 

 

 

Unamortizable intangible assets:

 

 

 

 

 

Trade name/trademarks

 

$

6,500

 

$

6,500

 

Total unamortizable intangible assets

 

$

6,500

 

$

6,500

 

 

We obtained our intangible assets as a result of the CLP Resources acquisition in May 2005 and the Spartan Staffing acquisition in April 2004. Intangible assets are amortized using the straight line method over their estimated useful lives, which range from 2.5 to 6.5 years for customer relationships, 1 to 2 years for non-compete agreements and 2.5 years for amortizable trade name/trademarks.  A majority of our trade name/trademarks do not have a definite life and, accordingly, are not amortized. Amortization expense of our amortizable intangible assets was $0.7 and $1.5 million for the thirteen weeks and twenty-six weeks ended June 30, 2006.  Amortization expense of our amortizable intangible assets was $0.5 and $0.7 million for the thirteen weeks and twenty-six weeks ended July 1, 2005.

The following table provides estimated amortization expense of intangible assets other than goodwill for the next five years and thereafter (in thousands):

Remainder of 2006

 

$

1,062

 

2007

 

1,668

 

2008

 

1,585

 

2009

 

1,585

 

2010

 

1,585

 

Thereafter

 

1,451

 

 

 

$

8,936

 

 

Goodwill totaled $37.4 million at June 30, 2006 and December 30, 2005.  Goodwill recorded as a result of the CLP Resources acquisition in 2005 totaled $31.0 million.  Goodwill recorded as a result of the Spartan Staffing acquisition in 2004 totaled $6.4 million. Goodwill that is tax deductible in future periods was $13.3 million at June 30, 2006.

NOTE 6: WORKERS’ COMPENSATION INSURANCE AND RESERVES

We provide workers’ compensation insurance to our temporary and permanent employees.  Our workers’ compensation insurance policies must be renewed annually. We recently renewed our coverage with American International Group, Inc. (“AIG”), which is the insurance company for the majority of our workers’ compensation policies, for occurences in the period from July 2006 through June 2007. While we have primary responsibility for all claims, our insurance coverage provides reimbursement for certain losses and expenses beyond the deductible limits. For workers’ compensation claims originating in self-insured states, the

11




majority of our current workers’ compensation insurance policies cover any claims for a particular event above a $2.0 million deductible, on a “per occurrence” basis.  This results in our being substantially self-insured. Furthermore, we have full liability for all further payments on claims which originated between January 2001 and June 2003, without recourse to any third party insurer as the result of a novation agreement we entered into with Kemper Insurance Company in December 2004.

Our workers’ compensation reserve is discounted to its estimated net present value using a discount rate based on average returns of “risk-free” Treasury instruments, which is evaluated on a quarterly basis.  At June 30, 2006, our reserves are discounted at rates ranging from 4.14% to 5.42%.  Included in the accompanying consolidated balance sheets as of June 30, 2006 and December 30, 2005 are discounted workers’ compensation claims reserves in the amounts of $178.3 million and $167.9 million.

For workers’ compensation claims originating in Washington, Ohio, West Virginia, North Dakota, Wyoming, Canada and Puerto Rico (our “monopolistic jurisdictions”) we pay workers’ compensation insurance premiums and obtain full coverage under government-administered programs. Accordingly, because we are not the primary obligor, our financial statements do not reflect the liability for workers’ compensation claims in these monopolistic jurisdictions.

Workers’ compensation expense is recorded as part of our cost of services and consists of the following components: self-insurance reserves net of changes in discount, monopolistic jurisdictions premiums, insurance premiums and any changes in the valuation allowance related to receivables from insurance companies as described in Note 4. Workers’ compensation expense totaled $19.2 million for both the thirteen weeks ended June 30, 2006 and the thirteen weeks ended July 1, 2005. Workers’ compensation expense totaling $37.5 million and $34.7 million was recorded for the twenty-six weeks ended June 30, 2006 and July 1, 2005, respectively.

NOTE 7: NET INCOME PER SHARE

Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted net income per share is calculated by dividing adjusted net income by the weighted average number of common shares and potential common shares outstanding during the period.  Potential common shares include the dilutive effects of outstanding options, non-vested restricted stock and the conversion features of Subordinated Notes that were called in June 2005, except where their inclusion would be anti-dilutive.  The weighted average number of anti-dilutive stock options and non-vested restricted stock not considered as part of our calculation are as follows:

 

 

(Amounts in Thousands)

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

June 30, 2006

 

July 1, 2005

 

June 30, 2006

 

July 1, 2005

 

 

 

 

 

 

 

 

 

 

 

Stock options and non-vested restricted stock

 

276

 

130

 

288

 

130

 

 

Anti-dilutive shares associated with our stock options relate to those stock options with a grant price higher than the average market value of our stock during the periods presented. Post SFAS No. 123R adoption it also includes anti-dilutive in-the-money options for which the sum of the assumed proceeds, including unrecognized compensation expense, exceeds the average stock price during the quarter.  In June 2005, we converted Convertible Subordinated Notes (“the Notes”) in the aggregate amount of $70.0 million.  Prior to the conversion of the Notes, we had anti-dilutive shares associated with the Notes when net income per share would have been higher had the Notes been converted to equity (the “if-converted” calculation).   The number of additional shares associated with the Notes was equal to the aggregate principal amount of the Notes, $70.0 million, divided by the stated conversion price of $7.26, or 9.6 million shares.

12




Adjusted net income and diluted common shares were calculated as follows:

 

 

(Amounts in Thousands)

 

 

 

Thirteen Weeks Ended

 

 

 

June 30,
2006

 

July 1,
2005

 

Net income

 

$

18,616

 

$

15,444

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

Interest on Notes

 

 

881

 

Amortization of costs for Notes issuance

 

 

124

 

Tax effect

 

 

(383

)

Total adjustments

 

 

622

 

 

 

 

 

 

 

Adjusted net income

 

$

18,616

 

$

16,066

 

 

 

 

Common Shares and
Potential Common Shares
(In Thousands)

 

 

 

Thirteen Weeks Ended

 

 

 

June 30,
2006

 

July 1,
2005

 

Weighted average number of common shares used in basic net income per common share

 

53,277

 

44,611

 

 

 

 

 

 

 

Effect of dilutive securities:

 

 

 

 

 

Stock options and non-vested restricted stock

 

498

 

889

 

Convertible Notes

 

 

8,035

 

 

 

 

 

 

 

Weighted average number of common shares and potential common shares used in diluted net income per common share

 

53,775

 

53,535

 

 

 

 

(Amounts in Thousands)

 

 

 

Twenty-Six Weeks Ended

 

 

 

June 30,
2006

 

July 1,
2005

 

Net income

 

$

30,082

 

$

24,800

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

Interest on Notes

 

 

1,859

 

Amortization of costs for Notes issuance

 

 

274

 

Tax effect

 

 

(808

)

Total adjustments

 

 

1,325

 

 

 

 

 

 

 

Adjusted net income

 

$

30,082

 

$

26,125

 

 

13




 

 

 

Common Shares and
Potential Common Shares
(In Thousands)

 

 

 

Twenty-Six Weeks Ended

 

 

 

June 30,
2006

 

July 1,
2005

 

Weighted average number of common shares used in basic net income per common share

 

53,478

 

43,557

 

 

 

 

 

 

 

Effect of dilutive securities:

 

 

 

 

 

Stock options and non-vested restricted stock

 

561

 

859

 

Convertible Notes

 

 

8,838

 

 

 

 

 

 

 

Weighted average number of common shares and potential common shares used in diluted net income per common share

 

54,039

 

53,254

 

 

NOTE 8: COMMITMENTS AND CONTINGENCIES

Revolving Credit Facility
We have an $80.0 million credit agreement with certain unaffiliated financial institutions (the “Revolving Credit Facility”) that expires in November 2008.  The Revolving Credit Facility, which is secured by substantially all our assets except our real estate, provides the Company with access to loan advances and letters of credit. The amounts we may borrow (our borrowing capacity) under this agreement are largely a function of the levels of our accounts receivable from time to time, supplemented by pledged collateral. Under the terms of the Revolving Credit Facility, we pay a variable rate of interest based on a margin above LIBOR for borrowings and a variable unused commitment fee, both based on a consolidated leverage ratio of consolidated total debt to consolidated EBITDA.  Fees for letters of credit are based on the margin in effect plus a fee of 0.05%.  As of June 30, 2006, our margin was 0.50% and our unused capacity fee was 0.15%.  At June 30, 2006, we had $48.1 million of letters of credit issued against that borrowing capacity leaving us with $31.9 million available for future borrowings.  The Revolving Credit Facility requires that we comply with certain financial covenants.  Among other things, these covenants require us to maintain certain leverage and coverage ratios.  We are currently in compliance with all covenants related to the Revolving Credit Facility.

Workers’ Compensation Commitments
We are required by our insurance carriers and certain state workers’ compensation programs to collateralize a portion of our workers’ compensation obligation with cash and cash-backed instruments, irrevocable letters of credit, or surety bonds. The letters of credit issued against the Revolving Credit Facility bear fluctuating annual fees, which were approximately 0.55% of the principal amount of the letters of credit outstanding as of June 30, 2006.  The letters of credit issued related to our Workers’ Assurance Program bear fluctuating annual fees, which were approximately 0.46% of the principal amount of the letters of credit outstanding as of June 30, 2006.The surety bonds bear annual fees based on a percentage of the bond, which is determined by each independent surety carrier but does not exceed 2.0% of the bond amount.

At June 30, 2006 and December 30, 2005 we had provided our insurance carriers and certain states with commitments in the form and amounts outlined below (in millions):

 

 

Workers’ Compensation Commitments as of:

 

 

 

 

 

 

 

 

 

June 30,

 

December 30,

 

 

 

2006

 

2005

 

Workers’ Assurance Program - committed collateral

 

$

141.3

 

$

138.8

 

Letters of credit

 

48.1

 

51.6

 

Surety bonds *

 

17.0

 

17.2

 

Other cash—backed instruments

 

3.9

 

 

Total Collateral Commitments

 

$

210.3

 

$

207.6

 


* We had $8.4 million and $9.7 million of restricted cash collateralizing our surety bonds at June 30, 2006 and December 30, 2005, respectively. While our workers’ compensation reserve increased, the need to post additional collateral has been largely offset by favorable trends from our insurance company in the amount of collateral they require. Likewise, some of our cash-backed instruments are no longer required to be backed 100% by cash.

14




Capital Leases
 The following is a summary of property held under non-cancelable capital leases:

 

 

(Amounts in Thousands)

 

 

 

June 30,
2006

 

December 30,
2005

 

 

 

 

 

 

 

Cash dispensing machines

 

$

851

 

$

1,158

 

Computers and software

 

2,947

 

1,804

 

Furniture and equipment

 

228

 

228

 

 

 

4,026

 

3,190

 

Less accumulated depreciation and amortization

 

1,727

 

1,479

 

 

 

 

 

 

 

 

 

$

2,299

 

$

1,711

 

 

Future minimum lease payments under these non-cancelable capital leases as of June 30, 2006 are as follows for each of the next five years and thereafter (in thousands):

Remainder of 2006

 

$

393

 

2007

 

943

 

2008

 

195

 

2009

 

3

 

2010

 

 

Thereafter

 

 

 

 

 

 

Total minimum lease payments

 

1,534

 

Less amounts representing interest and taxes

 

66

 

 

 

 

 

Present value of net minimum lease payments

 

1,468

 

Less current maturities

 

1,104

 

 

 

 

 

Long-term portion

 

$

364

 

 

Our capital lease obligations are reported in other liabilities in the consolidated balance sheets. The weighted average interest rate on capitalized leases is approximately 3.6% and the lease terms range from 24 to 60 months.

Operating Leases
We have contractual commitments in the form of operating leases related to branch leases, vehicles and equipment. While most of our branch leases have longer contractual terms and a small minority have stepped rents to approximate inflation, we have the right to cancel the majority of our leases with 90 days notice. Accordingly, we have not included the leases with 90 day cancellation provisions in our disclosure of future minimum lease payments.

Future non-cancelable minimum lease payments under our operating lease commitments as of June 30, 2006 are as follows for each of the next five years and thereafter (in thousands):

 

Remainder of 2006

 

$

2,372

 

2007

 

3,009

 

2008

 

1,818

 

2009

 

964

 

2010

 

495

 

Thereafter

 

253

 

Total

 

$

8,911

 

 

The majority of operating leases pertaining to branches provide for renewal options ranging from three to five years. Operating leases are generally renewed in the normal course of business, and most of the options are negotiated at that time. Total branch

15




office rent expense for the thirteen weeks ended June 30, 2006 and July 1, 2005 was approximately $6.2 million and $5.4 million, respectively.  Total branch office rent expense for the twenty-six weeks ended June 30, 2006 and July 1, 2005 was approximately $12.1 million and $10.6 million, respectively.

Legal Contingencies and Developments
From time to time we are the subject of compliance audits by federal, state and local authorities relating to a variety of regulations including wage and hour laws, taxes, workers’ compensation, immigration and safety. From time to time we are also subject to legal proceedings in the ordinary course of our operations. A summary of our most significant pending litigation and regulatory proceedings is set forth below. It is not possible at this time for us to determine fully the effect of all legal proceedings on our consolidated financial position, results of operations or liquidity; however, to the extent possible, where legal liabilities can be estimated and are considered probable, we have recorded a liability. To the extent that an insurance company is contractually obligated to reimburse us for a liability, we record a receivable for the amount of the anticipated reimbursement. In accordance with accounting principles generally accepted in the United States of America, we have established reserves for our contingent legal and regulatory liabilities in the amount of $6.5 million at June 30, 2006 and $10.9 million at December 30, 2005. We believe that none of the currently pending legal proceedings, individually or in the aggregate, will have a material adverse impact on our financial position, results of operations or cash flows beyond amounts that have been accrued in the financial statements, although we can make no assurances in this regard.

On July 29, 2002, Marisol Balanderan and 55 other plaintiffs filed an action against us and one of our customers in California State Court, Los Angeles County.  The plaintiffs are temporary employees and job applicants who seek unquantified compensatory and punitive damages based on allegations that they were subjected to discrimination in dispatch to jobs on the basis of their female gender, throughout a period from September 2001 through January 2002. They also seek certification of a class of similarly situated temporary employees. This matter is still in the discovery phase.

On February 6, 2003, Scott Romer and Shawna Clark, both former Labor Ready employees, filed an action against us in California State Court, Los Angeles County. The plaintiffs allege that they were wrongfully exempted from overtime pay during their employment. They seek unquantified compensatory damages and certification of a class of similarly situated employees. On January 6, 2004, Patricia Huntley and Brandon McCall filed a complaint in intervention and have been included as plaintiffs in this lawsuit.  This matter has been consolidated with the Recio matter, below.

On July 16, 2003, Alecia Recio, Elizabeth Esquivel, Debbie Owen and Barry Selbts, each a current or former Labor Ready employee, jointly filed an action in United States District Court for the Central District of California, alleging failure to pay overtime under state and federal law and seeking unspecified damages and certification of a class of similarly situated employees. On September 23, 2003, the court dismissed the case for improper venue. On October 1, 2003, Recio re-filed her case in California State Court, Los Angeles County, seeking similar relief on behalf of Labor Ready employees employed in the State of California. On October 21, 2003, Owen re-filed her case in the United States District Court for the Western District of Washington, seeking similar relief on behalf of Labor Ready employees employed in all states except California. On December 30, 2003, Patricia Huntley filed an action in the United States District Court for the Western District of Washington seeking similar relief on behalf of Labor Ready employees employed in all states except California, and consolidated her claims with those of Owen. These matters are currently in the discovery phase.

On May 10, 2004, Lester Mason filed an action in the United States District Court for the Southern District of Florida, alleging that we violated state law in connection with fees charged for our cash dispensing machines and transportation of our temporary employees. The plaintiff sought damages of $1,000 per transaction and certification of a class of similarly situated Florida employees.  The court dismissed the action without prejudice in July 2004.  On August 5, 2004, Alexander Wright and Walter McLamore filed a similar action, seeking similar damages, in the Florida Circuit Court for Broward County. The plaintiffs voluntarily dismissed their case on December 8, 2004.  On March 31, 2005, Dave Lewis and Michael Lombardo filed a similar action, seeking similar damages in the United States District Court for the Southern District of Florida.   On November 29, 2005, the parties entered into a settlement agreement which resolved all outstanding claims.  On June 2, 2006, the court approved the terms of the settlement.  All amounts related to the settlement are accounted for in our established reserves for our contingent legal and regulatory liabilities.

On January 12, 2005, the New Jersey Division of Taxation (the “Division”) filed a Notice of Assessment Related to Final Audit Determination asserting that we owe $7.0 million for delinquent sales taxes, penalties and interest for the period October 1, 2000 through September 30, 2004. The amount of the assessment is based on the Division’s assertion that 100% of our revenue from New Jersey operations is subject to sales tax. We dispute the Division’s position that we provide taxable services under New Jersey law and we have filed an administrative protest.

16




NOTE 9: SUPPLEMENTAL CASH FLOW INFORMATION

 

 

Twenty-Six Weeks Ended

 

 

 

June 30,
2006

 

July 1,
2005

 

 

 

(Amounts in Thousands)

 

 

 

 

 

 

 

Net cash paid for interest during the period

 

$

295

 

$

2,458

 

Net cash paid for income taxes during the period

 

$

20,917

 

$

11,638

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

Redemption of Convertible Subordinated Notes, net of fees

 

$

 

$

68,807

 

Contribution of common stock to 401(k) plan

 

$

 

$

381

 

Assets acquired with capital lease obligations

 

$

279

 

$

241

 

Common stock bonus

 

$

346

 

$

116

 

Asset retirement obligation

 

$

 

$

475

 

Unrealized gain on marketable securities

 

$

15

 

$

11

 

 

NOTE 10: STOCK BASED COMPENSATION

On May 18, 2005, our shareholders approved the Labor Ready, Inc. 2005 Long-Term Equity Incentive Plan (the “2005 Plan”). The 2005 Plan permits the granting of nonqualified stock options, incentive stock options, restricted stock, restricted stock units and stock appreciation rights. The total number of shares authorized for the 2005 Plan is 5,500,000 shares. Future stock compensation awards will be awarded from the 2005 Plan.  Shares authorized under previous stock compensation plans totaled 7,700,000 shares with no remaining shares available for future grant.

Stock options
We have stock option and incentive plans for directors, officers, and employees, which provide for nonqualified stock options and incentive stock options.  We issue new shares of common stock upon exercise of stock options.  The majority of our stock options vest evenly over a four-year period from the date of grant and expire if not exercised within five years from the date of grant.  The maximum contractual term for our outstanding awards is ten years.

Effective the first fiscal quarter of 2006, we adopted the fair value recognition provisions of SFAS No. 123(R), using the modified prospective transition method. SFAS No. 123(R) establishes accounting for stock-based awards exchanged for employee services.  Accordingly, stock-based compensation cost is measured at grant date based on the fair value of the award and recognized in our income statement over the requisite service period.  See information regarding stock-based compensation recorded in our income statement in Note 1 to this Form 10-Q.

Determination of Fair Value under SFAS No. 123R

Valuation and amortization method. We estimate the fair value of stock-based awards granted using the Black-Scholes option valuation model.  We amortize the fair value of all awards on a straight-line basis over the requisite service periods, which are generally the vesting periods.

Expected life. The expected life of awards granted represents the period of time that they are expected to be outstanding.  We take several factors into account when determining expected life including contractual terms, vesting schedules, expected exercises as well as our historical experience with similar awards.

Expected volatility. We estimate the volatility of our common stock at the date of grant based on historical volatility of our common stock.  Our volatility is based on our historical stock prices over the most recent period commensurate with the estimated expected life of the award.

Risk-free interest rate. We base the risk-free interest rate used in the Black-Scholes option valuation model on the yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.

Expected dividend yield. No cash dividends have been declared on our common stock to date nor have any decisions been made to pay a dividend in the future.  As a result, our expected dividend yield is zero in our option valuation model.

17




 

Expected forfeitures. We consider historical data in our estimate of pre-vesting option forfeitures.  We record stock-based compensation only for those awards that are expected to vest.

A summary of the weighted average assumptions and results for options granted during the periods presented is as follows:

 

 

Thirteen weeks

 

Twenty-Six weeks

 

 

 

June 30,

 

July 1,

 

June 30,

 

July 1,

 

 

 

2006

 

2005

 

2006

 

2005

 

Expected life (in years)

 

 

3.0   

 

3.48 

 

3.1   

 

Expected volatility

 

 

48.2%

 

43.5%

 

52.4%

 

Risk-free interest rate

 

 

3.7%

 

4.3%

 

3.3%

 

Expected dividend yield

 

 

0.0%

 

0.0%

 

0.0%

 

Weighted average fair value of options granted during the period

 

$

                 —

 

$

7.37 

 

$

7.80 

 

$

6.76 

 

 

There were no stock options granted during the thirteen weeks ended June 30, 2006.

Stock option activity

As of June 30, 2006, total unrecognized stock-based compensation expense related to nonvested stock options was approximately $3.1 million, which is expected to be recognized over a weighted average period of 1.4 years through 2009.  Stock option activity follows (shares in thousands):

 

 

Twenty-Six
Weeks Ended
June 30, 2006

 

 

 


Shares

 

(1)
Price

 

Outstanding at beginning of period

 

1,859

 

$

10.32

 

Granted

 

224

 

$

21.24

 

Exercised

 

(517

)

$

6.25

 

Forfeited

 

(31

)

$

15.16

 

Expired

 

(19

)

$

9.28

 

 

 

 

 

 

 

Outstanding at the end of the period

 

1,516

 

$

13.16

 

 

 

 

 

 

 

Exercisable at the end of the period

 

733

 

$

12.12

 


(1) Weighted average exercise price

The aggregate intrinsic value of options outstanding and options exercisable at June 30, 2006 was $14.4 million and $7.9 million, respectively, and is calculated as the difference between the market price of the underlying common stock at June 30, 2006 and the exercise price of the option for options that had exercise prices lower than the closing market price of our common stock at June 30, 2006.    The total intrinsic value of options exercised during the twenty-six weeks ended June 30, 2006 was $9.4 million and $16.5 million for the twenty-six weeks ended July 1, 2005, determined as of the date of exercise.

18




Additional information relating to stock options outstanding and exercisable at June 30, 2006 is as follows (in thousands, except per share amounts):

 

 

 

Outstanding Options

 

Exercisable Options

 

Range of Exercise Prices

 

Shares

 


Weighted
Average
Remaining
Contractual
Life

 

Weighted
Average
Exercise
Price

 

Shares

 

Weighted
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Life

 

$

3.25

-

$

3.80

 

3

 

 

 

$

3.75

 

3

 

$

3.75

 

 

 

$

3.81

-

$

6.00

 

145

 

 

 

$

5.56

 

130

 

$

5.54

 

 

 

$

6.01

-

$

14.00

 

843

 

 

 

$

10.65

 

373

 

$

10.63

 

 

 

$

14.01

-

$

22.47

 

525

 

 

 

$

19.43

 

227

 

$

18.73

 

 

 

$

3.25

-

$

22.47

 

1,516

 

3.40

 

$

13.16

 

733

 

$

12.12

 

3.17

 

 

Cash received from option exercises, net of tax withholdings, during the thirteen weeks ended June 30, 2006 and July 1, 2005 was $2.2 million and $3.8 million, respectively.  Cash received from option exercises, net of tax withholdings, during the twenty-six weeks ended June 30, 2006 and July 1, 2005 was $3.1 million and $6.2 million, respectively.  The actual tax benefit realized for the tax deduction from option exercises during the twenty-six weeks ended June 30, 2006 and July 1, 2005 totaled $3.6 million and $3.2 million, respectively.

Restricted Stock
Restricted stock is granted to certain key employees and vests over periods ranging from three to four years.  A retention period following vesting of two to four years is in place for a certain percentage of shares granted to executive officers.  The shares are not subject to forfeiture during the retention period but cannot be sold.  Compensation cost of restricted stock is calculated based on the grant-date market value.  We recognize compensation cost on a straight line basis over the vesting period for the awards that are expected to vest.

Restricted stock activity for twenty-six weeks ended June 30, 2006 follows (shares in thousands):

 

 

Twenty-Six
Weeks Ended
June 30, 2006

 

 

 


Shares

 

(1)
Price

 

Nonvested at beginning of period

 

               424

 

$

17.77

 

Granted

 

228

 

$

19.26

 

Vested

 

(144

)

$

16.18

 

Forfeited

 

(39

)

$

19.68

 

 

 

 

 

 

 

Nonvested at the end of the period

 

469

 

$

18.79

 


(1) Weighted average market price on grant date

As of June 30, 2006, total unrecognized stock-based compensation expense related to non-vested restricted stock was approximately $8.1 million, which is expected to be recognized over a weighted average period of 2.0 years through 2010.  The total fair value of restricted shares vesting during the twenty-six weeks ended June 30, 2006 was $2.3 million.  No restricted shares vested during the twenty-six weeks ended July 1, 2005.

In February 2006 certain unvested restricted shares held by our former chief executive officer became fully vested upon appointment of our current chief executive officer.  As a result of this vesting acceleration we recognized additional compensation expense of $0.4 million in the first quarter of 2006.

19




Employee stock purchase plan
Our Employee Stock Purchase Plan (the “ESPP”) provides substantially all permanent employees who have completed six months of service and meet certain limited qualifications, an opportunity to purchase shares of our common stock through payroll deductions.  The ESPP permits payroll deductions up to 10% of eligible after-tax compensation.  Participant account balances are used to purchase shares of common stock at the lesser of 85% of the fair market value of shares on either the first day or the last day of each month.  1.9 million shares of common stock have been reserved for purchase under the ESPP, of which 1.3 million shares have been issued and 0.6 million shares remain available for future issuance.  The ESPP expires on June 30, 2008. During the twenty-six weeks ended June 30, 2006 and July 1, 2005, participants purchased 38,000 and 32,000 shares in the ESPP for cash proceeds of $0.7 million and $0.5 million, respectively.

We consider our ESPP to be compensatory under SFAS No. 123R and accordingly we recognize compensation expense over the requisite service period for stock purchases made under the plan.  The requisite service period begins on the enrollment date and ends on the purchase date.

NOTE 11: STOCK REPURCHASE

Under our authorized share repurchase program, we purchased and retired 2.2 million shares of common stock at a weighted average price of $23.97, excluding commissions, for a total amount of $51.8 million during the twenty-six week period ended June 30, 2006.  We did not acquire shares of common stock during the twenty-six week period ended July 1, 2005. As of June 30, 2006, there were no additional shares authorized for repurchase. Share repurchases were funded through cash and cash equivalents and were part of our capital management program.

Subsequent to the end of the quarter, on July 25, 2006, we announced that our Board of Directors authorized the future purchase of our common stock in either open market or private transactions at a total cost of up to $50,000,000. The shares will be repurchased from time to time as, in the opinion of management, market conditions warrant. The Company plans to complete the repurchase program no later than the end of 2006. As of August 3, 2006, there were no significant repurchases under the new authorization.

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

This Form 10-Q contains forward-looking statements.  These statements relate to our expectations for future events and future financial performance.  Generally, the words “anticipate,” “expect,” “intend” and similar expressions identify forward-looking statements.  Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements.  These statements are only predictions.  Actual events or results may differ materially.  Factors which could affect our financial results are described in Part 1 of our Form 10-K for the year ended December 30, 2005 and in the “Risk Factors” included in this Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.  We undertake no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.

Executive Overview

Labor Ready is an international provider of temporary employees for manual labor, light industrial and skilled trades operating under the brand names of Labor Ready, Workforce, Spartan Staffing and CLP Resources.  Our customers are primarily small- to mid-sized businesses in the construction, transportation, warehousing, hospitality, landscaping, light manufacturing, retail, wholesale, facilities and sanitation industries.  During 2005, we served more than 300,000 customers and we put almost 600,000 people to work through 887 branches located in all 50 of the United States, Canada, Puerto Rico and the United Kingdom. We believe our ability to provide a large number of temporary employees on short notice, usually the same day as requested, provides us with a competitive advantage.

Our second quarter of 2006 was highlighted by a 15.1% increase in revenue to $339.8 million compared to revenue of $295.2 million for the second quarter of 2005. This revenue growth resulted in a 20.8% increase in net income for the quarter of $18.6 million or $0.35 per diluted share, compared to net income of $15.4 million or $0.30 per diluted share for the second quarter of 2005.  The change in revenue was made up of the following five components: (a) a 7.9% increase in same store branch revenue, defined as those branches opened one year or longer, (b) a 7.3% increase due to the acquisition of CLP Resources in May 2005 (c)

20




a (0.9%) decline in revenue related to branches closed over the past twelve months, (d) a 1.3% increase in revenue from new branches opened less than one year, excluding the acquired branches and (e) a net (0.5%) decrease from other miscellaneous factors. Along with the increase in revenue, gross margin was 32.2% for the second quarter of 2006 compared to 31.4% for the second quarter of 2005. The increase in gross margin this quarter was primarily due to a decrease in workers’ compensation expense.  The decrease in workers compensation expense is due to our actuary reducing our 2006 expense rate as well as our existing reserves due to the consistent downward trend in our number of worker accidents and cost of claims.  The relationship between bill and pay rates remained stable with bill rates increasing 3.9% and pay rates increasing 4.0% this quarter in comparison with second quarter of 2005.  Selling, general and administrative (“SG&A”) expenses as a percentage of revenue were 23.4% for the quarter ended June 30, 2006 compared to 22.4% for the quarter ended July 1, 2005.  This increase was primarily attributable to two factors.  The first was the acquisition of CLP Resources in May 2005. The higher cost structure of CLP resulted in a higher blended SG&A percentage for the Company as a whole.  The second reason for the increase in SG&A as a percentage of sales is due to higher stock-based compensation.

Effective the first fiscal quarter of 2006, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (Revised), Share-Based Payment, using the modified-prospective transition method.  Under this transition method, we recognized stock-based compensation expense for stock based awards granted subsequent to the year ended December 30, 2005 in accordance with the provisions of SFAS No. 123R, and the estimated expense for the portion vesting in the period for options granted prior to, but not vested as of December 30, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123.  We historically recorded stock-based compensation expense for restricted stock grants and will continue to do so. Results for prior periods have not been restated, as provided for under the modified-prospective method.  Compensation cost for all stock-based awards is recognized using the straight-line method over the requisite service period.  Total stock-based compensation cost recorded for the thirteen weeks ended June 30, 2006 was $1.4 million before income tax effect.  Also, in 2005 we began granting more restricted stock as opposed to stock options as part of our compensation strategy.  Restricted stock expense, before income tax effect, for the thirteen weeks ended June 30, 2006 was $0.5 million compared to $0.3 million for the thirteen weeks ended July 1, 2005.

Net interest and other income improved to 0.9% of revenue for the thirteen weeks ended June 30, 2006 compared to 0.2% for the thirteen weeks ended July 1, 2005.  The increase in net interest and other income is largely due to a reduction in interest expense related to the elimination of $70.0 million of debt in June of 2005, as well as increased yields on invested cash.

The first half of 2006 was highlighted by an 18.3% increase in revenue to $636.8 million compared to revenue of $538.4 million for the first half of 2005. This revenue growth resulted in a 21.3% increase in net income for the first half of 2006 of $30.1 million or $0.56 per diluted share, compared to net income of $24.8 million or $0.49 per diluted share for the first half of 2005.  The change in revenue was made up of the following five components: (a) a 9.2% increase in same store branch revenue, defined as those branches opened one year or longer, (b) a 9.3% increase due to the acquisition of CLP Resources in May 2005 (c) a (0.8%) decline in revenue related to branches closed over the past twelve months, (d) a 1.3% increase in revenue from new branches opened less than one year, excluding the acquired branches and (e) a net (0.7%) decrease from other miscellaneous factors. Along with the increase in revenue, gross margin was 31.8% for the first half of 2006 compared to 31.4% for the first half of 2005. The increase in gross margin was primarily due to a decrease in workers’ compensation expense.  The decrease in workers compensation expense is due to our actuary reducing our 2006 expense rate as well as our existing reserves due to the consistent downward trend in our number of worker accidents and cost of claims.  The relationship between bill and pay rates remained stable with bill rates increasing 4.0% and pay rates increasing 4.1%. SG&A expenses as a percentage of revenue were 24.1% for the first half of 2006 compared to 23.3% for the first half of 2005.  This increase was primarily attributable to two factors.  The first was the acquisition of CLP Resources in May 2005. The higher cost structure of CLP resulted in a higher blended SG&A percentage for the Company as a whole.  The second reason for the increase in SG&A as a percentage of sales is due to higher stock-based compensation.  Total stock-based compensation cost recorded for the twenty-six weeks ended June 30, 2006 was $3.9 million before income tax effect.  Also, in 2005 we began granting more restricted stock as opposed to stock options as part of our compensation strategy.  Restricted stock expense, before income tax effect, for the twenty-six weeks ended June 30, 2006 was $1.6 million compared to $0.5 million for the thirteen weeks ended July 1, 2005.  During the first quarter of 2006 we also made a payment of $0.8 million in unrestricted stock compensation to our board of directors.

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Results of Operations

Thirteen Weeks Ended June 30, 2006 Compared to Thirteen Weeks Ended July 1, 2005

The following table compares the operating results for the thirteen weeks ended June 30, 2006 and July 1, 2005 (in thousands):

 

 

Thirteen Weeks Ended

 

 

 

June 30,
2006

 

July 1,
2005

 

Percent
Change

 

Revenue from services

 

$

          339,777

 

$

295,208

 

15.1%

 

Cost of services

 

230,326

 

202,535

 

13.7%

 

Gross profit

 

109,451

 

92,673

 

18.1%

 

Selling, general and administrative expenses

 

79,509

 

66,253

 

20.0%

 

Depreciation and amortization

 

2,672

 

2,189

 

22.1%

 

Interest expense

 

(170

)

(1,503

)

88.7%

 

Interest and other income

 

3,171

 

2,214

 

43.2%

 

Income before tax expense

 

30,271

 

24,942

 

21.4%

 

Net income

 

$

18,616

 

$

15,444

 

20.5%

 

 

Branch Offices and Revenue from Services.  The number of branch offices increased to 923 at June 30, 2006 from 893 at July 1, 2005, a net increase of 30 branch offices or 3.4%.  Revenue for the quarter increased 15.1% compared to the same quarter a year ago.  The change in revenue was made up of the following five components: (a) a 7.9% increase in same store branch revenue, defined as those branches opened one year or longer, (b) a 7.3% increase due to the acquisition of CLP Resources in May 2005 (c) a (0.9%) decline in revenue related to branches closed over the past twelve months, (d) a 1.3% increase in revenue from new branches opened less than one year, excluding the acquired branches and (e) a net (0.5%) decrease from other miscellaneous factors.

Cost of Services and Gross Profit.  Cost of services was 67.8% of revenue for the quarter ended June 30, 2006 compared to 68.6% for the quarter ended July 1, 2005. Workers’ compensation costs for the second quarter of 2006 were approximately 5.7% of revenue compared to 6.5% in the second quarter of 2005. The reduction to our workers’ compensation costs is the product of our safety and risk management programs that continue to reduce the frequency of accidents.  Gross profit increased to 32.2% for the quarter ended June 30, 2006 compared to 31.4% for the quarter ended July 1, 2005.

Selling, General, and Administrative Expenses.  Selling, general and administrative (“SG&A”) expenses as a percentage of revenue were 23.4% for the thirteen weeks ended June 30, 2006 compared to 22.4% for the thirteen weeks ended July 1, 2005.  This increase was primarily attributable to two factors.  The first was the acquisition of CLP Resources in May 2005. The higher cost structure of CLP resulted in a higher blended SG&A percentage for the Company as a whole.  The second reason for the increase in SG&A as a percentage of sales is due to increased stock-based compensation related to the adoption of FAS 123R in 2006 and an increase in restricted stock expense.

Depreciation and Amortization Expenses.  Depreciation and amortization expenses increased to $2.7 million for the thirteen weeks ended June 30, 2006 from $2.2 million for the thirteen weeks ended July 1, 2005.  This increase is primarily attributable to the depreciation and amortization on acquired CLP assets.

Interest Expense. We recorded interest expense of $0.2 million for the thirteen weeks ended June 30, 2006 compared to $1.5 million for the thirteen weeks ended July 1, 2005. The decrease is due to the redemption of our Convertible Subordinated Notes to common stock during the second quarter of 2005.

Interest and Other Income. We recorded interest and other income of $3.2 million for the thirteen weeks ended June 30, 2006 compared to $2.2 million for the thirteen weeks ended July 1, 2005. The change in interest and other income quarter over quarter is attributable to higher cash and restricted cash balances and increased yields on invested cash.

Income Tax Our effective tax rate was 38.5% for the thirteen weeks ended June 30, 2006 compared to 38.1% for the thirteen weeks ended July 1, 2005.  The principal difference between the statutory federal income tax rate and our effective income tax rate results from state income taxes, federal tax credits, certain non-deductible expenses and the valuation allowance discussed below. 

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The increase in our effective tax rate reflects the loss of benefit from the expiration of the Work Opportunity Tax Credit at the end of 2005.

Twenty-Six Weeks Ended June 30, 2006 Compared to Twenty-Six Weeks Ended July 1, 2005

The following table compares the operating results for the twenty-six weeks ended June 30, 2006 and July 1, 2005 (in thousands):

 

 

Twenty-Six Weeks Ended

 

 

 

June 30,
2006

 

July 1,
2005

 

Percent
Change

 

Revenue from services

 

$

          636,844

 

$

538,424

 

18.3%

 

Cost of services

 

434,476

 

369,613

 

17.5%

 

Gross profit

 

202,368

 

168,811

 

19.9%

 

Selling, general and administrative expenses

 

153,733

 

125,667

 

22.3%

 

Depreciation and amortization

 

5,468

 

4,395

 

24.4%

 

Interest expense

 

(433

)

(2,878

)

85.0%

 

Interest and other income

 

6,180

 

4,064

 

52.1%

 

Income before tax expense

 

48,914

 

39,935

 

22.5%

 

Net income

 

$

30,082

 

$

24,800

 

21.3%

 

 

Branch Offices and Revenue from Services.  The number of branch offices increased to 923 at June 30, 2006 from 893 at July 1, 2005, a net increase of 30 branch offices or 3.4%.  Revenue for the first half of 2006 increased 18.3% compared to the same period a year ago.  The change in revenue was made up of the following five components: (a) a 9.2% increase in same store branch revenue, defined as those branches opened one year or longer, (b) a 9.3% increase due to the acquisition of CLP Resources in May 2005 (c) a (0.8%) decline in revenue related to branches closed over the past twelve months, (d) a 1.3% increase in revenue from new branches opened less than one year, excluding the acquired branches and (e) a net (0.7%) decrease from other miscellaneous factors.

Cost of Services and Gross Profit.  Cost of services was 68.2% of revenue for the twenty-six weeks ended June 30, 2006 compared to 68.6% for the twenty-six weeks ended July 1, 2005.  Workers’ compensation costs for the second half of 2006 were approximately 5.9% of revenue compared to 6.5% in the same period of 2005. The reduction to our workers’ compensation costs is the product of our safety and risk management programs that continue to reduce the frequency of accidents.  Gross profit was 31.8% for the twenty-six week periods ended June 30, 2006 and 31.4% for the twenty-six week periods ended July 1, 2005.

Selling, General, and Administrative Expenses.  SG&A expenses as a percentage of revenue were 24.1% for the twenty-six weeks ended June 30, 2006 compared to 23.3% for the twenty-six weeks ended July 1, 2005.  This increase was primarily attributable to two factors.  The first was the acquisition of CLP Resources in May 2005. The higher cost structure of CLP resulted in a higher blended SG&A percentage for the Company as a whole.  The second reason for the increase in SG&A as a percentage of sales is due to increased stock-based compensation related to the adoption of FAS 123R and an increase in restricted stock expense.

Depreciation and Amortization Expenses.  Depreciation and amortization expenses increased to $5.5 million for the twenty-six weeks ended June 30, 2006 from $4.4 million for the twenty-six weeks ended July 1, 2005.  This increase is primarily attributable to the depreciation and amortization on acquired CLP assets.

Interest Expense. We recorded interest expense of $0.4 million for the twenty-six weeks ended June 30, 2006 compared to $2.9 million for the twenty-six weeks ended July 1, 2005. The decrease is due to the conversion of our Convertible Subordinated Notes to common stock during the second quarter of 2005.

Interest and Other Income. We recorded interest and other income of $6.2 million for the twenty-six weeks ended June 30, 2006 compared to $4.1 million for the twenty-six weeks ended July 1, 2005. The change in interest and other income year over year is attributable to higher cash and restricted cash balances and increased yields on invested cash.

Income Tax. Our effective tax rate was 38.5% for the twenty-six weeks ended June 30, 2006 compared to 37.9% for the twenty-six weeks ended July 1, 2005.  The principal difference between the statutory federal income tax rate and our effective income tax

23




rate results from state income taxes, federal tax credits, certain non-deductible expenses and the valuation allowance discussed below.  The increase in our effective tax rate is due to the expiration of the Work Opportunity Tax Credit at the end of 2005.

We have a net deferred tax asset of approximately $12.3 million at June 30, 2006 resulting primarily from workers’ compensation reserves, contingent liabilities and allowance for doubtful accounts.  We assessed our past earnings history and trends, projected sales, expiration dates of loss carry forwards, and our ability to implement tax planning strategies which are designed to accelerate or increase taxable income.  Based upon the results of this analysis and the uncertainty of the realization of certain tax planning measures, we established a valuation allowance against certain domestic and foreign net operating loss carry forward benefits in the amount of  $10.3 million at June 30, 2006 and $8.2 million at December 30, 2005.

Summary of Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to workers’ compensation claims, bad debts, goodwill and intangible assets, contingencies and litigation and income taxes. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following critical accounting policies, among others, reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements. Also see Note 1 of Notes to Consolidated Financial Statements found in Item 8 of Part II of our Form 10-K for the year ended December 30, 2005.

Workers’ Compensation Reserves. We maintain reserves for workers’ compensation claims, including the excess claims portion above our deductible, using actuarial estimates of the future cost of claims and related expenses. These estimates are impacted by items that have been reported but not settled and items that have been incurred but not reported. This reserve, which reflects potential liabilities to be paid in future periods based on estimated payment patterns, is discounted to its estimated net present value using a discount rate based on average returns of “risk-free” Treasury instruments with maturities comparable to the average life of our workers’ compensation claims. We evaluate the reserve regularly throughout the year and make adjustments accordingly.  If the actual cost of such claims and related expenses exceeds the amounts estimated, additional reserves may be required.

Allowance for Doubtful Accounts. We establish an allowance for doubtful accounts for estimated losses resulting from the failure of our customers to make required payments. We evaluate this allowance regularly throughout the year and make adjustments as needed.  If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Goodwill and Intangible Assets.  As a result of our recent acquisitions, we have recorded goodwill and various intangible assets at their estimated fair values.  The estimated fair values of the acquired amortizable and indefinite-lived intangible assets are based on our expectations regarding future operating results and cash flows. The amortization period of the amortizable intangible assets is based on our expectation of the number of future periods that we will receive benefit. Any purchase price in excess of the fair value of the acquired tangible and intangible assets is classified as goodwill and is tested for impairment in the fourth quarter of each fiscal year and whenever events or circumstances indicate that an impairment may have occurred.  Goodwill is tested for impairment at the reporting unit level and involves a comparison of the fair value and carrying amount of each reporting unit.  Fair value for purposes of our impairment test is determined based on discounted cash flows, market multiples or appraised values as appropriate.

24




Reserves for Contingent Legal and Regulatory Liabilities. We have established reserves for contingent legal and regulatory liabilities. We record a liability when our management judges that it is probable that a legal claim will result in an adverse outcome and the amount of liability can be estimated. We evaluate this reserve regularly throughout the year and make adjustments as needed. If the actual outcome of these matters is different than expected, an adjustment is charged or credited to expense in the period the outcome occurs or the period in which the estimate changes.

Income Taxes and Related Valuation Allowances.  We account for income taxes by recording taxes payable or refundable for the current year operating results and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. As required under Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes, we measure these expected future tax consequences based upon provisions of tax law as currently enacted.  The effects of future changes in tax laws are not anticipated. Variations in the actual outcome of these future tax consequences could materially impact our financial position or our results of operations. When appropriate, we record a valuation allowance against deferred tax assets to offset future tax benefits that may not be realized when we believe it is more likely than not that all or some portion of our deferred tax assets will not be realized, based upon our judgments regarding future events and past operating results. We also provide a reserve for tax contingencies when we believe a probable and estimable exposure exists.

Liquidity and Capital Resources

Cash Flow Summary (This summary should be read in conjunction with the Consolidated Statements of Cash Flows in Item 1 of Part 1 of this Form 10-Q)

Cash Flows from Operating Activities
Net cash provided by operating activities was $34.2 million for the twenty-six weeks ended June 30, 2006. This increase was due primarily to the growth in our net income and increases in our workers compensation claims reserve.   These increases were partially offset by cash outflows due to increases in our deferred tax assets and increases in our accounts receivable.

Our net income for the twenty-six weeks ended June 30, 2006 was $30.1 million.  The workers’ compensation claims reserve increased $10.5 million during the first half of 2006 compared to a $7.2 million increase during the same period a year ago. Overall, the growth in our workers’ compensation claims reserve is the result of an increased exposure base which is related to increased revenue.  The reserve is increased in relation to temporary payroll hours billed and reduced as we pay claims over a weighted average period of approximately six years. The positive impacts discussed above were partially offset by the increases in our deferred tax assets and increases in our accounts receivable.  The change in our deferred tax assets of $6.1 million is due mostly to the reduction of deferred tax liabilities relating to workers’ compensation insurance.  The increase in our accounts receivable was due mainly to the increase in sales attributable to accounts receivable as compared to year-end.

We typically pay our temporary workers on a daily basis, bill our customers weekly and, on average, collect monthly.  Consequently, from time to time we may experience negative cash flow from operations.

Cash Flows from Investing Activities
Net cash used in investing activities was $10.4 million for the twenty-six weeks ended June 30, 2006. Cash used in investing activities primarily related to the increase in capital expenditures due to an upgrade of security systems at the branches and other technology upgrades.

 

Cash Flows from Financing Activities
Net cash used in financing activities was $46.3 million for the twenty-six weeks ended June 30, 2006.  Under our authorized share repurchase program, we acquired 2.2 million shares of common stock at a weighted average price of $23.97, excluding commissions, for a total amount of $51.8 million during the twenty-six week period ended June 30, 2006.  As of June 30, 2006, there were no additional shares authorized for repurchase. Share repurchases were funded through cash and cash equivalents and were part of our active capital management program.

On July 25, 2006 we announced that our Board of Directors authorized the future purchase of our common stock in either open market or private transactions at a total cost of up to $50,000,000. The shares will be repurchased from time to time as, in the opinion of management, market conditions warrant. The Company plans to complete the repurchase program no later than the end of 2006.  As of August 3, 2006, there were no significant repurchases under the new authorization.

25




Capital Resources

We have an $80.0 million credit agreement with certain unaffiliated financial institutions (the “Revolving Credit Facility”) that expires in November 2008.  The Revolving Credit Facility, which is secured by substantially all our assets except our real estate, provides the Company with access to loan advances and letters of credit. The amounts we may borrow (our borrowing capacity) under this agreement are largely a function of the levels of our accounts receivable from time to time, supplemented by pledged collateral. Under the terms of the Revolving Credit Facility, we pay a variable rate of interest based on a margin above LIBOR for borrowings and a variable unused commitment fee, both based on a consolidated leverage ratio of consolidated total debt to consolidated EBITDA.  Fees for letters of credit are based on the margin in effect plus a fee of 0.05%.  As of June 30, 2006, our margin was 0.50% and our unused capacity fee was 0.15%.  We had $48.1 million of letters of credit issued against that borrowing capacity leaving us with $31.9 million available for future borrowings.  The Revolving Credit Facility requires that we comply with certain financial covenants.  Among other things, these covenants require us to maintain certain leverage and coverage ratios.  We are currently in compliance with all covenants related to the Revolving Credit Facility.

We have agreements with certain financial institutions through our wholly-owned and consolidated subsidiary, Workers’ Assurance of Hawaii, Inc. (our “Workers’ Assurance Program”), that allow us to restrict cash for the purpose of providing cash-backed instruments for our workers’ compensation collateral.  These instruments include cash-backed letters of credit, cash held in trusts that we control as well as cash deposits held by our insurance carriers.  At June 30, 2006 we had restricted cash in our Workers’ Assurance Program totaling $142.4 million.  Of this cash, $141.3 million was committed to insurance carriers leaving $1.1 million available for future needs.

We believe that cash provided from operations and our capital resources will be adequate to meet our cash requirements over the next twelve months.

Workers’ Compensation Collateral and Claims Reserves

As described in Notes 4 and 6 of Notes to Consolidated Financial Statements found in Item 1 of Part I of this Form 10-Q, we provide workers’ compensation insurance to our temporary and permanent employees.  Our workers’ compensation insurance policies must be renewed annually. We recently renewed our coverage with American International Group, Inc. (“AIG”), which is the insurance company for the majority of our workers’ compensation policies, for occurences in the period from July 2006 through June 2007. While we have primary responsibility for all claims, our insurance coverage provides reimbursement for certain losses and expenses beyond the deductible limits. For workers’ compensation claims originating in self-insured states, the majority of our current workers’ compensation insurance policies cover any claims for a particular event above a $2.0 million deductible, on a “per occurrence” basis.  This results in our being substantially self-insured.

We are required by our insurance carriers and certain state workers’ compensation programs to collateralize a portion of our workers’ compensation obligation with cash and cash-backed instruments, irrevocable letters of credit, or surety bonds. Our insurance carriers annually assess the amount of collateral they will require from us relative to our workers’ compensation obligation for which they become responsible should we become insolvent.  Such amounts can increase or decrease independent of our assessments and reserves.

At June 30, 2006 and December 30, 2005 we had provided our insurance carriers and certain states with commitments in the form and amounts outlined below (in millions):

 

 

Workers’ Compensation Commitments as of:

 

 

 

 

 

 

 

June 30,

 

December 30,

 

 

 

2006

 

2005

 

Workers’ Assurance Program - committed collateral

 

$

141.3

 

$

138.8

 

Letters of credit

 

48.1

 

51.6

 

Surety bonds *

 

17.0

 

17.2

 

Other cash—backed instruments

 

3.9

 

-

 

Total Collateral Commitments

 

$

210.3

 

$

207.6

 

 

* We had $8.4 million and $9.7 million of restricted cash collateralizing our surety bonds at June 30, 2006 and December 30, 2005, respectively. While our workers’ compensation reserve increased, the need to post additional collateral has been largely offset by favorable trends from our insurance company in the amount of collateral they require. Likewise, some of our cash-backed instruments are no longer required to be backed 100% by cash. (See Note 3 of Notes to Consolidated Financial Statements found in Item I of Part I of this Form 10-Q.)

26




Our total collateral commitments exceed our workers’ compensation reserve due to several factors including the following which are reconciled below: (a) our claims reserves are discounted to their estimated net present value while our collateral commitments are based on the gross, undiscounted reserve; (b) a delay in the release of collateral posted with prior insurance companies for claims that have been previously paid and, therefore, are no longer reflected in the reserve; (c) collateral posted with the current insurance carrier in comparison to the estimated balance of unpaid claims; and (d) discounted reserves for claims above our deductible.

The following table provides a reconciliation of our collateral commitments to our workers’ compensation reserve as of the period end dates presented (in millions): 

 

 

June 30,

 

December 30,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Ending workers’ compensation reserve:

 

$

178.3

 

$

167.9

 

a) Discount on reserves

 

38.7

 

35.7

 

b) Timing of collateral release with prior providers

 

14.8

 

17.4

 

c) Collateral posted with current provider in comparison to obligation incurred

 

0.5

 

6.5

 

d) Reserves for claims above our deductible (“excess claims”), net of discount

 

(22.0

)

(19.9

)

 

 

 

 

 

 

Total Collateral Commitments

 

$

210.3

 

$

207.6

 

 

Our surety bonds are issued by independent insurance companies on our behalf and bear annual fees based on a percentage of the bond, which is determined by each independent surety carrier, but does not exceed 2.0% of the bond amount.  The terms of these bonds are subject to annual review and renewal and the bonds can be canceled by the sureties with as little as 60 days notice.

Our Workers’ Assurance Program cash and cash-backed instruments include cash-backed letters of credit, cash held in trusts that we control, and cash deposits held by our insurance carriers.  The fees related to those instruments subject to an annual fee were approximately 0.43% as of June 30, 2006.

Generally, our workers’ compensation reserve for estimated claims increases as temporary labor services are provided and decreases as payments are made on these claims.  Although the estimated claims are expensed as incurred, the claim payments are made over a weighted average period of approximately six years.  Collateral for our workers’ compensation program is posted with various state workers’ compensation programs and insurance carriers based upon their assessments of our potential liabilities.  Due to the timing difference between the recognition of expense and claim payments as described above, we generally anticipate that both our reserves and our collateral obligations will continue to grow.

 

27




 

The following table provides an analysis of changes in our workers’ compensation claims reserves (in thousands).  Changes in reserve estimates are reflected in the income statement for the period when the changes in estimates are made.

 

 

(Amounts in Thousands)

 

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

June 30,

 

July 1,

 

June 30,

 

July 1,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

173,332

 

$

139,801

 

$

167,859

 

$

135,612

 

 

 

 

 

 

 

 

 

 

 

Self-insurance reserve expense

 

 

 

 

 

 

 

 

 

Expenses related to current year (net of discount)

 

16,919

 

16,753

 

32,969

 

30,705

 

Change related to prior years

 

(3,062

)

(2,127

)

(6,358

)

(3,754

)

Total

 

13,857

 

14,626

 

26,611

 

26,951

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior years discount

 

904

 

583

 

2,266

 

997

 

 

 

 

 

 

 

 

 

 

 

Payments

 

 

 

 

 

 

 

 

 

Payments related to current year claims

 

(2,108

)

(2,366

)

(2,634

)

(2,931

)

Payments related to claims from prior years

 

(8,277

)

(9,314

)

(17,700

)

(17,508

)

Total

 

(10,385

)

(11,680

)

(20,334

)

(20,439

)

 

 

 

 

 

 

 

 

 

 

Net change in excess claims reserve

 

611

 

326

 

1,917

 

535

 

CLP liability assumed, net of discount.

 

 

13,104

 

 

13,104

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

178,319

 

156,760

 

178,319

 

156,760

 

Less current portion

 

46,587

 

45,074

 

46,587

 

45,074

 

Long-term portion

 

$

131,732

 

$

111,686

 

$

131,732

 

$

111,686

 

 

Our workers’ compensation reserve is established using estimates of the future cost of claims and related expenses that have been reported but not settled, as well as those that have been incurred but not reported.  Throughout the year, management regularly reviews and evaluates the adequacy of reserves for prior periods, and establishes rates for future accruals.  Our policy is to set our reserve each quarter at the estimate provided by our independent actuary unless significant trends or fact patterns warrant otherwise. Adjustments to prior period reserves are charged or credited to expense in the periods in which the estimate changes.  Our claims reserves are discounted to their estimated net present value using a discount rate based on average returns of “risk-free” Treasury instruments with maturities comparable to the average life of our workers’ compensation claims. At June 30, 2006 our reserves are discounted at rates ranging from 4.14% to 5.42%.

Factors we consider in establishing and adjusting these reserves include the estimates provided by our independent actuaries and appropriate discount rates and estimated payment patterns.  Factors that have caused our estimated losses for prior years to change include, among other things, (i) inflation of medical and indemnity costs at a rate higher than originally anticipated, (ii) regulatory and legislative developments that have increased benefits and settlement requirements in several states, (iii) a different mix of business than previously anticipated, (iv) the impact of safety initiatives implemented, and (v) positive or adverse development of claim reserves.

Other
Included in cash and cash equivalents at June 30, 2006 and December 30, 2005 is cash held within branch CDMs for payment of temporary payrolls in the amount of approximately $16.4 million and $18.1 million, respectively.

Our capital expenditures were $7.1 million and $3.0 million for the twenty-six weeks ended June 30, 2006 and July 1, 2005, respectively.  We anticipate additional capital expenditures for the remainder of 2006 to be approximately $4.0 million.

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Contractual Obligations and Commitments
We have various contractual obligations that are recorded as liabilities in our consolidated financial statements. Certain contractual obligations, such as operating lease obligations, are not recognized as liabilities in our consolidated financial statements, but are required to be disclosed. There were no material changes outside the ordinary course of business in our contractual obligations during the second quarter of 2006.

The following table provides a summary of our contractual obligations as of June 30, 2006:

 

 

Payments Due By Period (in thousands)

 

Contractual Obligations

 

Total

 

2006

 

2007
through
2008

 

2009
through
2010

 

2011
and
later

 

Capital lease obligations (1)

 

$

1,534

 

$

393

 

$

1,138

 

$

3

 

$

 

Operating leases (2)

 

8,911

 

2,372

 

4,827

 

1,459

 

253

 

Purchase obligations (3)

 

2,138

 

2,138

 

 

 

 

Other long-term obligations (4)

 

2,727

 

1,688

 

1,039

 

 

 

Other cash obligations (5)

 

36,226

 

21,551

 

14,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Contractual Cash Obligations

 

$

          51,536

 

$

28,142

 

$

21,679

 

$

1,462

 

$

253

 


(1)             Primarily payments on leases of the Cash Dispensing Machines, which include interest and tax amounts.

(2)             Excludes all payments related to branch leases cancelable within 90 days. See Note 8 of Notes to Consolidated Financial Statements found in Item 1 of Part I of this Form 10-Q.

(3)             Binding purchase orders for goods or services outstanding at June 30, 2006.

(4)             Voice and data service contracts and licensing agreements.

(5)             Collateral obligations and premiums related to workers’ compensation policy year ended July 1, 2007.

The following table provides a summary, by period of expiration, of commercial commitments and other commitment capacity available to us as of June 30, 2006:

 

 

Amount of Commitment Expiration Per Period
(in thousands)

 

Other Commercial Commitments

 

Total

 

2006

 

2007
through
2008

 

2009
through
2010

 

2011
and
later

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving Credit Facility (6)

 

$

80,000

 

$

 

$

80,000

 

$

 

$

 

Surety bonds (6)

 

17,000

 

17,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Commercial Commitments

 

$

97,000

 

$

17,000

 

$

80,000

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Commitment Capacity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Workers’ Assurance Program-currently restricted cash (7)

 

142,400

 

 

 

 

 

 

 

 

 

Workers’ Assurance Program-cash available for future restriction (7)

 

76,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Commercial Commitments and other Collateral Capacity

 

315,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Collateral Commitments Outstanding at June 30, 2006

 

(210,291

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available Commitment Capacity

 

$

    105,109

 

 

 

 

 

 

 

 

 


(6)             See Note 8 of Notes to Consolidated Financial Statements found in Item I of Part I of this Form 10-Q.

(7)             The amounts of cash available for future restriction are limited by our Revolving Credit Facility, and are subject to cash availability at the time of the restriction. We are allowed to restrict up to a maximum of 110% of the workers’ compensation liabilities that are transferred to our Workers’ Assurance Program. See description of the Revolving Credit Facility and our Workers’ Assurance Program in Capital Resources in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I of this Form 10-Q.

29




Risk Factors

Investing in our securities involves a high degree of risk.  The following risk factors, issues and uncertainties should be considered in evaluating our future prospects.  In particular, keep these risk factors in mind when you read “forward–looking” statements elsewhere in this report.  Forward–looking statements relate to our expectations for future events and time periods. Generally, the words “anticipate,” “expect,” “intend” and similar expressions identify forward-looking statements. Forward–looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward–looking statements.  Any of the following risks could harm our business, operating results or financial condition and could result in a complete loss of your investment. Additional risks and uncertainties that are not yet identified or that we currently think are immaterial may also harm our business and financial condition in the future.

Competition for customers in our industry is intense, and if we are not able to effectively compete, our financial results could be harmed and the price of our securities could decline.
The temporary services industry is highly competitive, with limited barriers to entry. Several very large full-service and specialized temporary labor companies, as well as small local operations, compete with us in the staffing industry. Competition in some markets is intense, particularly with regard to recruiting workers, and these competitive forces limit our ability to raise prices to our customers. For example, competitive forces have historically limited our ability to raise our prices to immediately and fully offset increased costs of doing business, including increased labor costs, costs for workers’ compensation and state unemployment insurance. As a result of these forces, we have in the past faced pressure on our operating margins. Pressure on our margins remains intense, and we cannot assure you that it will not continue. If we are not able to effectively compete in our targeted markets, our operating margins and other financial results will be harmed and the price of our securities could decline.

If we are not able to obtain insurance on commercially reasonable terms, our financial condition or results of operations could  suffer.
We are required to pay workers’ compensation benefits for our temporary and permanent employees. The insurance markets have undergone dramatic changes in recent periods and several insurers are experiencing financial difficulties. These changes have resulted in significantly increased insurance costs and higher deductibles, including those applicable to our workers’ compensation insurance coverages. Under our workers’ compensation insurance program, we maintain “per occurrence” insurance, which covers any claims for a particular event above a  $2.0 million deductible, and we do not maintain an aggregate stop-loss limit other than on a per-occurrence basis. While we have secured coverage with American International Group, Inc. (AIG), which is the insurance company for the majority of our workers’ compensation policies, for occurrences in the period from July 2006 through June 2007, our insurance policies must be renewed annually, and we cannot guarantee that we will be able to successfully renew such policies for any period after June 2007.  In the event we are not able to obtain workers’ compensation insurance on commercially reasonable terms, our ability to operate our business would be significantly impacted and our financial condition and results of operations could suffer.

We maintain employment practice liability insurance (EPLI) for certain types of claims that may arise out of the course of employment.  We currently maintain a policy with a $1.0 million deductible for single-party claims and a $2.5 million deductible for multiple-party claims with a maximum aggregate coverage of $10.0 million per claim and per policy year which is applicable to the coverage period of July 2006 through July 2007.  The EPLI market has experienced increasing losses in recent periods creating increases in insurance premiums, increases in deductible limits, and decreases in overall coverage.  In the event we are unable to retain EPLI coverage on commercially reasonable terms, our financial condition and results of operations could suffer.

We expect that the amount of collateral that we are required to post to support our workers’ compensation obligations will increase, which will reduce the capital we have available to grow and support our operations.
We are required to maintain commitments such as cash and cash-backed instruments, irrevocable letters of credit, or surety bonds to secure repayment to our insurance companies (or in some instances, the state) of the deductible portion of all open workers’ compensation claims. We  pledge cash or other assets in order to secure these commitments. We sometimes face difficulties in recovering our collateral from insurers, particularly when those insurers are in financial distress, and we cannot guarantee that our collateral for past claims will be released in a timely manner as we pay down claims. As a result, we expect that the amount of collateral required to secure our commitments to our insurance carriers will continue to increase. We believe that our current

30




sources of liquidity will satisfy our immediate needs for these obligations; however, our currently available sources of collateral for these commitments are limited and we could be required to seek additional sources of capital in the future. These additional sources of financing may not be available on commercially reasonable terms. Even if they are available, these financings could result in dilution of earnings to our existing shareholders.

Our reserves for workers’ compensation claims and other liabilities and our allowance for doubtful accounts may be inadequate, and we may incur additional charges if the actual amounts exceed the estimated amounts.
We maintain reserves for workers’ compensation claims, including the excess claims portion above our deductible, using actuarial estimates of the future cost of claims and related expenses. These estimates are impacted by items that have been reported but not settled and items that have been incurred but not reported. This reserve, which reflects potential liabilities to be paid in future periods based on estimated payment patterns, is discounted to its estimated net present value using a discount rate based on average returns of “risk-free” Treasury instruments with maturities comparable to the average life of our workers’ compensation claims. We evaluate the reserve regularly throughout the year and make adjustments accordingly. If the actual costs of such claims and related expenses exceed the amounts estimated, or if the discount rate represents an inflated estimate of our return on capital over time, actual losses for these claims may exceed reserves and/or additional reserves may be required.  We also establish an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, addi