1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
------------------------
Date of Report (Date of earliest event reported) March 31, 1998
--------------
CENTURY BUSINESS SERVICES, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2769024
-------- ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
0-25890
-------
(Commission File Number)
6480 Rockside Woods Blvd., South, Suite 330
Cleveland, Ohio 44131
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code (216) 447-9000.
--------------
2
The Registrant hereby amends Item 7 of its Current Report on Form 8-K, dated
March 31, 1998, for the purpose of filing the financial statements for The
Continuous Learning Group, Envision Development Group, Inc., and Multi
Dimensional International (the Companies) set forth in Item 7 below.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
-------------------------------------------
The following financial statements of the Companies are filed with this
report:
1. Audited Combined Balance Sheet as of December 31, 1997 and
Audited Combined Statements of Income, Changes in
Stockholders' Equity, and Cash Flows for the year then ended.
2. Condensed Combined Statements of Income and Cash Flows for the
Period January 1, 1998 to March 31, 1998 (unaudited).
The related financial statements referenced under "Index to Financial
Statements" on page 4 are filed as part of this report.
(b) Pro Forma Financial Information
-------------------------------
The following unaudited pro forma condensed combined financial
statements of the Companies are filed with this report:
1. Pro Forma Condensed Combined Statement of Income for the
Year Ended December 31, 1997.
2. Pro Forma Condensed Combined Statement of Income for the
Period January 1, 1998 through March 31, 1998.
The aforementioned pro forma financial statements combine the
historical consolidated income statement information of Century
Business Services, Inc. and the Companies as if the acquisitions had
been consummated on January 1 of each respective accounting period.
These statements have been prepared by management of the Registrant
based upon the historical information included herein and other
financial information. These pro forma statements do not purport to be
indicative of the results which would have occurred had the acquisition
been made on January 1 of each respective period or which may be
expected to occur in the future. The pro forma statements should be
read in conjunction with the financial statements and notes thereto
included in the Annual Report on Form 10-K of the Registrant for the
year ended December 31, 1997, and in the Quarterly Report on Form 10-Q
of the Registrant for the quarter ended March 31, 1998.
2
3
The related financial statements referenced under "Index to Financial
Statements" on page 4 are filed as part of this report.
(c) Exhibits
--------
23.1 Consent of KPMG Peat Marwick LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTURY BUSINESS SERVICES, INC.
Date: June 10, 1998 By: /s/ Charles D. Hamm, Jr.
---------------------------
Charles D. Hamm, Jr.
Chief Financial Officer
3
4
Century Business Services, Inc. and Subsidiaries
Index to Financial Statements
The Continuous Learning Group, Inc., Envision Development Group, Inc.,
and Multi Dimensional International, Inc.
Page
Independent Auditors' Report 5
Combined Balance Sheet 6-7
Combined Statement of Income 8
Combined Statement of Changes in Stockholders' Equity 9
Combined Statement of Cash Flows 10
Notes to Combined Financial Statements 11-13
Condensed Combined Statement of Income for the Period
January 1, 1998 through March 31, 1998 (unaudited) 14
Condensed Combined Statement of Cash Flows for the Period
January 1, 1998 through March 31, 1998 (unaudited) 15
Century Business Services, Inc. and The Continuous Learning Group, Inc.,
Envision Development Group, Inc., and Multi Dimensional International, Inc.
Pro Forma Combined Statement of Income for the Year Ended
December 31, 1997 (unaudited) 16
Pro Forma Condensed Combined Statement of Income for the Period
January 1, 1998 through March 31, 1998 (unaudited) 17
4
5
INDEPENDENT AUDITORS' REPORT
The Boards of Directors of
The Continuous Learning Group, Inc.,
Envision Development Group, Inc.,
and Multi Dimensional International, Inc.:
We have audited the accompanying combined balance sheet of The Continuous
Learning Group, Inc., Envision Development Group, Inc., and Multi
Dimensional International, Inc. (the Companies) as of December 31, 1997,
and the related combined statements of income, changes in stockholders'
equity, and cash flows for the year then ended. These combined financial
statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these combined financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
Companies as of December 31, 1997, and the results of their combined
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
May 22, 1998
Cleveland, Ohio
5
6
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC., AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Combined Balance Sheet
December 31, 1997
==============================================================================
ASSETS
- ------------------------------------------------------------------------------
Current assets:
Cash $ 1,118,464
Accounts receivable 2,468,851
- ------------------------------------------------------------------------------
Total current assets 3,587,315
- ------------------------------------------------------------------------------
Property and equipment 642,949
Less accumulated depreciation (318,399)
- ------------------------------------------------------------------------------
Property and equipment, net 324,550
Other assets 22,606
- ------------------------------------------------------------------------------
Total assets $ 3,934,471
==============================================================================
(Continued)
6
7
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC., AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Combined Balance Sheet
December 31, 1997
=====================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 445,221
Deferred revenue 28,856
Loans from stockholders 50,914
Accrued expenses 391,898
Current portion of long-term debt 14,674
- -------------------------------------------------------------------------------------
Total current liabilities 931,563
Long-term debt 26,031
- -------------------------------------------------------------------------------------
Total liabilities 957,594
- -------------------------------------------------------------------------------------
Stockholders' equity:
The Continuous Learning Group, Inc.:
Capital stock, par value $10 per share - 10,000 shares
authorized, 6,000 shares issued and outstanding 60,000
Envision Development Group, Inc.:
Capital stock, par value $1 per share - 10,000 shares
authorized, 8,000 shares issued and outstanding 8,000
Multi Dimensional International, Inc.:
Capital stock, par value $1 per share - 7,500 shares authorized,
1,000 shares issued and outstanding 1,000
Envision Development Group, Inc.:
Treasury stock, at cost, 400 shares (400)
Additional paid-in capital 41,600
Retained earnings 2,866,677
- -------------------------------------------------------------------------------------
Total stockholders' equity 2,976,877
- -------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 3,934,471
=====================================================================================
See accompanying notes to combined financial statements.
7
8
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC., AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Combined Statement of Income
Year ended December 31, 1997
=================================================================================
Revenues $ 23,092,453
Operating expenses:
Payroll-related expenses 7,957,297
Software expense 4,603,988
General and administrative expenses 3,624,353
Interest expense 25,753
- ---------------------------------------------------------------------------------
Total operating expenses 16,211,391
- ---------------------------------------------------------------------------------
Net income $ 6,881,062
=================================================================================
See accompanying notes to combined financial statements.
8
9
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC., AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Combined Statement of Changes in Stockholders' Equity
Year ended December 31, 1997
=========================================================================================================================
Receivable Additional
Capital from Stock- Treasury Paid-In Retained
Stock holders Stock Capital Earnings Total
- -------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 $ 69,000 (61,000) (1,440) 40,560 3,062,707 3,109,827
Net income - - - - 6,881,062 6,881,062
Sales of treasury stock,
1,040 shares - - 1,040 1,040 - 2,080
Receipt of stockholder
receivable - 61,000 - - - 61,000
Stockholder distributions - - - - (7,077,092) (7,077,092)
- -------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997 69,000 - (400) 41,600 2,866,677 2,976,877
=========================================================================================================================
See accompanying notes to combined financial statements.
9
10
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC., AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Combined Statement of Cash Flows
Year ended December 31, 1997
=================================================================================
Cash flows from operating activities:
Net income $ 6,881,062
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 134,832
Changes in operating assets and liabilities:
Accounts receivable 447,446
Other assets 5,049
Accounts payable and accrued expenses (53,784)
Deferred revenue (55,120)
- ---------------------------------------------------------------------------------
Net cash provided by operating activities 7,359,485
- ---------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from disposal of property and equipment 2,600
Purchases of property and equipment (188,092)
- ---------------------------------------------------------------------------------
Net cash used in investing activities (185,492)
- ---------------------------------------------------------------------------------
Cash flows from financing activities:
Payments on long-term debt (136,325)
Proceeds from long-term debt 26,031
Sales of treasury stock 2,080
Payment on receivable from stockholders 61,000
Payments on loans from stockholders (240,213)
Distributions to stockholders (7,077,092)
- ---------------------------------------------------------------------------------
Net cash used in financing activities (7,364,519)
- ---------------------------------------------------------------------------------
Decrease in cash (190,526)
Cash at beginning of year 1,308,990
- ---------------------------------------------------------------------------------
Cash at end of year $ 1,118,464
=================================================================================
Supplemental disclosures of cash flow information:
Cash paid for interest $ 25,753
=================================================================================
See accompanying notes to combined financial statements.
10
11
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC., AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Notes to Combined Financial Statements
December 31, 1997
================================================================================
(1) BUSINESS ACTIVITY AND ACCOUNTING POLICIES
(A) BUSINESS ACTIVITY
The Companies consist of three individual entities: The Continuous
Learning Group, Inc. (CLG), a Delaware corporation incorporated in 1994;
Envision Development Group, Inc. (EDG), a Delaware corporation
incorporated in 1994; and Multi Dimensional International, Inc. (MDI), a
Florida corporation incorporated in 1988. The entities have common
ownership. Thus, the combined financial statements are being presented
herein. CLG employs consultants (employees and subcontractors) who
provide management training to large corporations; CLG's owners/officers
are also significantly involved with the delivery of its services. EDG
provides production and administrative support services to CLG and
unrelated third parties; EDG employs full-time personnel. MDI employs
consultants (subcontractors) who provide performance consulting and
training to corporations. Business activities are contingent upon
contract awards from customers. All intercompany transactions have been
eliminated in combination.
(B) ACCOUNTING POLICIES
The accounting policies of the Companies conform to generally accepted
accounting principles with significant policies described as follows:
- ACCOUNTS RECEIVABLE - Management believes all accounts
receivable are current and collectible. Therefore, the Companies
have not included a provision for uncollectible accounts. Any
accounts deemed to be uncollectible will be charged to expense
when that determination is made. The Companies grant credit to
their customers.
- PROPERTY AND EQUIPMENT - Property and equipment are stated at
cost or, in the case of equipment under capitalized leases, the
present value of future lease payments. Depreciation is provided
over estimated useful lives ranging from five to seven years
using the straight-line method. Expenditures for maintenance are
charged to expense as incurred.
- REVENUE - Revenue is recognized as services are performed.
(C) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management of the Companies to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual amounts could differ from those estimates.
(2) INCOME TAXES
The stockholders of the Companies have elected to file under Subchapter
S for state and federal income tax purposes. No provision for income
taxes has been reflected in the combined financial statements as the
taxable income or loss is reflected on the individual income tax returns
of the stockholders.
(Continued)
11
12
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC., AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Notes to Combined Financial Statements
================================================================================
(3) LEASE COMMITMENTS
The Companies lease office space and other office equipment. The
following is a schedule of minimum rental payments due under operating
leases as of December 31, 1997:
========================================================================
Year Ending December 31 Amounts
------------------------------------------------------------------------
1998 $ 293,176
1999 273,189
2000 175,777
2001 153,076
2002 and thereafter 144,000
------------------------------------------------------------------------
$ 1,039,218
========================================================================
Total rent expense amounted to $277,609 in 1997.
(4) LINES OF CREDIT
CLG and EDG maintain lines of credit with One Valley Bank. At December
31, 1997 the amount of available funds was $850,000 for CLG and $350,000
for EDG, both at a rate of prime plus 1/2 percent. The combined average
balance outstanding on these lines of credit was approximately $95,000
in 1997. The maximum outstanding on these lines of credit was $200,000
in 1997. These lines of credit are secured by personal guarantees by two
of the stockholders. No amounts were drawn on these lines of credit at
December 31, 1997.
(5) CONCENTRATION OF CREDIT RISK
During 1997, revenue from three major customers amounted to
approximately 84 percent of revenues. Accounts receivable related to
these major customers were approximately $1,500,000 at December 31,
1997.
The Companies' future operations are dependent on the continuing need
for future training services by its key customers or obtaining new
customers. In addition, one of the owners/officers is significantly
involved with the delivery of services to one of the major customers.
(6) PROFIT SHARING PLAN
The Companies provide defined contribution profit sharing plans for
substantially all of their employees. Contributions are discretionary.
There were no expenses related to this plan during 1997.
(Continued)
12
13
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC., AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Notes to Combined Financial Statements
================================================================================
(7) MANAGEMENT INCENTIVES AND BONUS PLANS
During 1996, CLG and EDG entered into an agreement with a key employee
which provides incentives and bonuses based on revenues or a
predetermined amount, as applicable. Amounts expensed under this
agreement during 1997 amounted to $75,000.
(8) REIMBURSABLE EXPENSES BY CUSTOMERS
Both the expenses and the reimbursement from the customer, which
approximate $2.0 million in 1997, are included in the respective
expenses and revenue reported in the accompanying combined statement of
income. Additionally, certain software was acquired for the benefit of a
customer and is included in revenue and expense, resulting in
approximately $200,000 of gross profit.
(9) CONTINGENCIES
The Companies are not involved in any litigation and are not aware of
any suits not yet filed.
(10) SUBSEQUENT EVENTS
On March 31, 1998, 100 percent of the outstanding stock of the Companies
was acquired by Century Business Services, Inc.
13
14
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC. AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Condensed Combined Statement of Income
For the Period January 1, 1998 through March 31, 1998
(unaudited)
Net revenue $4,942,228
Operating expenses 3,576,514
Depreciation and amortization expenses 185,472
----------
Total expenses 3,761,986
----------
Income from continuing operations before
income tax expense 1,180,242
Income tax expense 47,217
----------
Net income $1,133,025
==========
14
15
THE CONTINUOUS LEARNING GROUP, INC.,
ENVISION DEVELOPMENT GROUP, INC. AND
MULTI DIMENSIONAL INTERNATIONAL, INC.
Condensed Combined Statement of Cash Flows
For the Period January 1, 1998 through March 31, 1998
(unaudited)
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,432,982
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (22,132)
-----------
Net cash used in investing activities (22,132)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt 1,293,131
Repayment of debt (11,629)
Payments on receivable from stockholders 2,148,565
Payments on loans from stockholders 18,914
Distributions to stockholders (5,512,510)
-----------
Net cash used in financing activities (2,063,529)
-----------
Net decrease in cash and cash equivalents (652,679)
Cash and cash equivalents at beginning of period 1,118,464
-----------
Cash and cash equivalents at end of period $ 465,785
===========
15
16
PRO FORMA FINANCIAL INFORMATION
CENTURY BUSINESS SERVICES, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
(In thousands, except per share amounts)
Pro Forma
Historical CLG/EDG/MDI Adjustments Pro Forma
------------- ------------ ------------ --------------
------------- ------------ ------------ --------------
Revenues $ 108,230 $ 23,092 $ - $ 131,322
------------- ------------ ------------ --------------
Expenses:
Operating expenses - business services 50,277 16,076 - 66,353
Losses and loss adjustment expenses 20,682 - - 20,682
Policy acquisition and other expenses 12,001 - - 12,001
Corporate general and administrative expenses 4,578 - - 4,578
Depreciation and amortization expenses 2,612 135 960 (a) 3,707
------------- ------------ ------------ --------------
Total expenses 90,150 16,211 960 107,321
------------- ------------ ------------ --------------
Income from continuing operations before net
corporate interest income and income tax expense 18,080 6,881 (960) 24,001
Net corporate interest income 965 - - 965
------------- ------------ ------------ --------------
Income from continuing operations before
income tax expense 19,045 6,881 (960) 24,966
Income tax expense 6,280 - 2,072 (b) 8,352
------------- ------------ ------------ --------------
Income from continuing operations $ 12,765 $ 6,881 $ (3,032) $ 16,614
============= ============ ============ ==============
Earnings per share:
Basic $ 0.35 $ 0.43
Diluted $ 0.26 $ 0.33
Weighted average common shares 36,940 1,376 (c) 38,316
============= ===============
Weighted average common shares and
dilutive potential common shares 48,904 1,376 (c) 50,280
============= ===============
(a) To reflect amortization of excess of purchase price over net assets
acquired of The Continuous Learning Group, Inc., Envision Development
Group, Inc. and Multi Dimensional International, Inc. (the Companies) for
the year ended December 31, 1997.
(b) To reflect income tax expense for the Companies and the net pro forma
adjustments.
(c) To reflect the purchase of shares of the Companies' common stock as if the
transaction had been completed at the beginning of the period.
16
17
PRO FORMA FINANCIAL INFORMATION
CENTURY BUSINESS SERVICES, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE PERIOD JANUARY 1, 1998 THROUGH MARCH 31, 1998
(UNAUDITED)
(In thousands, except per share amounts)
Pro Forma
Historical CLG/EDG/MDI Adjustments Pro Forma
--------------- ------------- ----------- ------------
--------------- ------------- ----------- ------------
Revenues $ 59,215 $ 1,640 $ - $ 60,855
--------------- ------------- ----------- ------------
Expenses:
Operating expenses - business services 35,868 1,143 - 37,011
Losses and loss adjustment expenses 5,622 - - 5,622
Policy acquisition and other expenses 4,983 - - 4,983
Corporate general and administrative expenses 1,539 - - 1,539
Depreciation and amortization expenses 1,634 7 80 (a) 1,721
--------------- ------------- ----------- ------------
Total expenses 49,646 1,150 80 50,876
--------------- ------------- ----------- ------------
Income from continuing operations before net
corporate interest income and income tax expense 9,569 490 (80) 9,979
Net corporate interest income 326 - - 326
--------------- ------------- ----------- ------------
Income from continuing operations before
income tax expense 9,895 490 (80) 10,305
Income tax expense 3,528 - 144 (b) 3,672
=============== ============= =========== ============
Net income $ 6,367 $ 490 $ (224) $ 6,634
=============== ============= =========== ============
Earnings per share:
Basic $ 0.14 $ 0.14
Diluted $ 0.11 $ 0.11
Weighted average common shares 45,528 1,376 (c) 46,904
=============== ============
Weighted average common shares and
dilutive potential common shares 59,876 1,376 (c) 61,252
=============== ============
(a) To reflect amortization of excess of purchase price over net assets acquired of the Companies for the period
ended March 31, 1998.
(b) To reflect income tax expense for the Companies and the net pro forma adjustments.
(c) To reflect the purchase of shares of the Companies' common stock as if the transaction had been completed at
the beginning of the period.
17
1
Exhibit 23.1
The Board of Directors
Century Business Services, Inc.
We consent to incorporation by reference in the registration statements Nos.
333-35049 and 333-98382 on Forms S-8; Nos. 333-27825 and 333-15413 on Forms S-3;
Nos. 333-46687 and 333-40331 on Form S-3 as amended; and No. 333-40313 on Form
S-4 as amended of Century Business Services, Inc. and Subsidiaries of our report
dated May 22, 1998, with respect to the combined balance sheet of The Continuous
Learning Group, Inc., Envision Development Group, Inc. and Multi Dimensional
International, Inc. (the Companies) as of December 31, 1997, and the related
combined statements of income, changes in stockholders' equity, and cash flows
for the year then ended, which report appears in the Form 8-K/A of Century
Business Services, Inc. and Subsidiaries dated June 10, 1998.
/s/ KPMG Peat Marwick LLP
June 10, 1998
Cleveland, Ohio
