<PAGE> 1
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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 AND
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 2, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________________ TO __________________
COMMISSION FILE NUMBER 0-5260
REMEDYTEMP, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-2890471
- -------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
101 ENTERPRISE
ALISO VIEJO, CALIFORNIA 92656
- ---------------------------------------- ----------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 425-7600
--------------------
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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of February 11, 2000 there were 7,061,460 shares of Class A Common Stock
and 1,803,539 shares of Class B Common Stock outstanding.
================================================================================
<PAGE> 2
REMEDYTEMP, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of January 2, 2000 and October 3, 1999............ 3
Consolidated Statements of Income for the three fiscal months ended
January 2, 2000 and December 27, 1998.......................................... 4
Consolidated Statements of Cash Flows for the three fiscal months ended
January 2, 2000 and December 27, 1998.......................................... 5
Notes to Consolidated Financial Statements....................................... 6
Item 2. Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations.............................................. 7
Item 3. Quantitative and Qualitative Disclosure about Market Risk........................ *
PART II--OTHER INFORMATION
Item 1. Legal Proceedings................................................................ *
Item 2. Changes in Securities and Use of Proceeds........................................ *
Item 3. Defaults upon Senior Securities.................................................. *
Item 4. Submission of Matters to a Vote of Security Holders.............................. *
Item 5. Other Information................................................................ *
Item 6. Exhibits and Reports on Form 8-K................................................. 10
SIGNATURES.................................................................................... 11
</TABLE>
- ----------------
* No information provided due to inapplicability of item.
2
<PAGE> 3
REMEDYTEMP, INC.
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
JANUARY 2, OCTOBER 3,
2000 1999
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ...................................... $ 2,619 $ 7,887
Accounts receivable, net of allowance for doubtful accounts of
$2,422 and $2,038, respectively .............................. 86,648 76,304
Prepaid expenses and other current assets ...................... 3,751 3,986
Prepaid workers' compensation insurance ........................ 655 4,476
Deferred income taxes .......................................... 581 581
-------- --------
Total current assets .................................... 94,254 93,234
Fixed assets, net of accumulated depreciation of $10,892 and
$9,841, respectively ............................................ 19,217 18,204
Other assets, net ................................................. 2,563 2,655
Deferred income taxes ............................................. 924 924
Goodwill, net of accumulated amortization of $235 and $296,
respectively .................................................... 2,692 1,704
-------- --------
$119,650 $116,721
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................... $ 6,518 $ 2,909
Accrued workers' compensation .................................. 1,112 1,074
Accrued payroll, benefits and related costs .................... 10,631 13,141
Accrued licensees' share of gross profit ....................... 3,739 4,857
Line of credit ................................................. 13,250 17,500
Other accrued expenses ......................................... 2,619 1,784
Income taxes payable ........................................... 2,373 --
-------- --------
Total current liabilities ............................... 40,242 41,265
-------- --------
Commitments and contingent liabilities
Shareholders' equity:
Preferred Stock, $.01 par value; authorized 5,000 shares;
none outstanding
Class A Common Stock, $.01 par value; authorized 50,000 shares;
7,058 and 7,055 issued and outstanding at January 2, 2000 and
October 3, 1999, respectively ................................ 71 71
Class B Non-Voting Common Stock, $.01 par value; authorized 4,530
shares; 1,804 issued and outstanding at January 2, 2000 and
October 3, 1999............................................... 18 18
Additional paid-in capital ........................................ 32,569 32,531
Retained earnings ................................................. 46,750 42,836
-------- --------
Total shareholders' equity ........................................ 79,408 75,456
-------- --------
$119,650 $116,721
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
REMEDYTEMP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------
JANUARY 2, DECEMBER 27,
2000 1998
---------- -----------
<S> <C> <C>
Direct sales ........................... $ 83,002 $ 66,438
Licensed sales ......................... 66,136 52,694
Franchise royalties .................... 972 660
Initial license and franchise fees ..... -- 34
--------- ---------
Total revenues .................. 150,110 119,826
Cost of direct sales ................... 66,218 51,660
Cost of licensed sales ................. 50,343 39,146
Licensees' share of gross profit ....... 10,665 9,141
Selling and administrative expenses .... 15,519 13,175
Depreciation and amortization .......... 1,091 795
--------- ---------
Income from operations .......... 6,274 5,909
Other income:
Interest (expense) income, net ....... (162) 23
Other, net ........................... 253 210
--------- ---------
Income before provision for income taxes 6,365 6,142
Provision for income taxes ............. 2,451 2,457
--------- ---------
Net income ............................. $ 3,914 $ 3,685
========= =========
Net income per share, basic (Note 2) ... $ 0.44 $ 0.41
========= =========
Weighted-average number of shares ...... 8,860 8,968
========= =========
Net income per share, diluted (Note 2).. $ 0.44 $ 0.41
========= =========
Weighted-average number of shares ...... 8,909 9,053
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
REMEDYTEMP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------
JANUARY 2, DECEMBER 27,
2000 1998
---------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income .................................................. $ 3,914 $ 3,685
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ........................... 1,091 795
Provision for losses on accounts receivable ............. 463 368
Deferred taxes .......................................... -- (750)
Changes in assets and liabilities:
Accounts receivable ................................... (10,807) (3,165)
Prepaid expenses and other current assets ............. 235 778
Prepaid workers' compensation insurance ............... 3,821 --
Other assets .......................................... 92 141
Accounts payable ...................................... 3,609 6,025
Accrued workers' compensation ......................... 38 757
Accrued payroll, benefits and related costs ........... (2,510) (4,375)
Accrued licensees' share of gross profit .............. (1,118) (376)
Other accrued expenses ................................ 835 19
Income taxes payable .................................. 2,373 2,886
-------- --------
Net cash provided by operating activities ................... 2,036 6,788
-------- --------
Cash flows from investing activities:
Purchase of fixed assets .................................... (2,065) (2,496)
Purchase of franchise offices, net of cash acquired ......... (1,027) --
-------- --------
Net cash used in investing activities ....................... (3,092) (2,496)
-------- --------
Cash flows from by financing activities:
Borrowings under line of credit agreement ................... 2,000 --
Repayments under line of credit agreement ................... (6,250) --
Repayments under capital lease obligation ................... -- (88)
Proceeds from stock option activity ......................... 38 5
Purchase of Company Common Stock ............................ -- (2,421)
Proceeds from Employee Stock Purchase Plan activity ......... -- 144
-------- --------
Net cash used in financing activities ....................... (4,212) (2,360)
-------- --------
Net increase in cash and cash equivalents ..................... (5,268) 1,932
Cash and cash equivalents at beginning of period .............. 7,887 450
-------- --------
Cash and cash equivalents at end of period .................... $ 2,619 $ 2,382
======== ========
Other cash flow information:
Cash paid during the period for interest .................... $ 277 $ 23
Cash paid during the period for income taxes ................ $ 78 $ 321
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
REMEDYTEMP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of
RemedyTemp, Inc. and its wholly-owned subsidiaries, (collectively, the
"Company"). All significant intercompany transactions and balances have been
eliminated.
The accompanying consolidated balance sheets at January 2, 2000, and
the consolidated statements of income and of cash flows for the three fiscal
months ended January 2, 2000 are unaudited. These statements have been prepared
on the same basis as the Company's audited consolidated financial statements and
in the opinion of management reflect all adjustments, which are only of a normal
recurring nature, necessary for a fair presentation of the consolidated
financial position and results of operations for such periods. These unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements included in the Company's Form 10-K as filed
with the Securities and Exchange Commission on December 28, 1999.
2. EARNINGS PER SHARE DISCLOSURE
Earnings per share is calculated as follows:
<TABLE>
<CAPTION>
THREE FISCAL MONTHS ENDED
----------------------------------------------------------------------------------------
JANUARY 2, 2000 DECEMBER 27, 1998
---------------------------------------------- -----------------------------------------
INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS (NUMERATOR) (DENOMINATOR) AMOUNTS
----------- ------------- --------- ----------- ------------- ---------
<C> <C> <C> <C> <C> <C>
BASIC EPS
Income available to common
shareholders................ $3,914 8,860 $ 0.44 $3,685 8,968 $ 0.41
====== ======
EFFECT OF DILUTIVE SECURITIES
Stock options................. $ -- 49 $ -- 85
------ ----- ------ -----
DILUTED EPS
Income available to common
shareholders plus assumed
conversions................. $3,914 8,909 $ 0.44 $3,685 9,053 $ 0.41
====== ===== ====== ====== ===== ======
</TABLE>
3. REPURCHASE OF LICENSED OFFICES
During October 1999, the Company acquired six licensed offices in
Virginia. Results of operations for the acquired licensed offices are recorded
in accordance with the Company's licensed revenue recognition policy until the
acquisition date. Subsequent to the acquisition date, the direct office revenue
recognition policy is utilized. Had the results of operations for the franchised
offices been shown as of the beginning of the current and prior year fiscal
periods, the consolidated results would not be significantly different. These
acquisitions were accounted for under the purchase accounting method. The
combined purchase price was allocated primarily to goodwill and is being
amortized over twenty years. A portion of the purchase price is contingent upon
future operating results and will be allocated to goodwill as earned.
6
<PAGE> 7
REMEDYTEMP, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
In addition to historical information, management's discussion and
analysis includes certain forward-looking statements, including, but not limited
to, those related to the Company's growth and strategies, future operating
results and financial position as well as economic and market events and trends.
All forward-looking statements made by the Company, including such statements
herein, include material risks and uncertainties and are subject to change based
on factors beyond the control of the Company. Accordingly, the Company's actual
results and financial position could differ materially from those expressed or
implied in any forward-looking statement as a result of various factors,
including without limitation, changes in general or local economic conditions,
the availability of sufficient personnel, increased costs of personnel and the
potential negative impact on margins, the Company's ability to attract and
retain clients and franchisees/licensees and other factors described in the
Company's filings with the Securities and Exchange Commission regarding risks
affecting the Company's financial conditions and results of operations. The
Company does not undertake to publicly update or revise its forward-looking
statements even if experience or future changes make it clear that any projected
results expressed or implied therein will not be realized.
RESULTS OF OPERATIONS
For the Three Fiscal Months Ended January 2, 2000 Compared to the Three Fiscal
Months Ended December 27, 1998
Total revenues increased 25.3% or $30.3 million to $150.1 million for
the three fiscal months ended January 2, 2000 from $119.8 million for the three
fiscal months ended December 27, 1998. Direct revenues increased 24.9% to $83.0
million from $66.4 million, licensed revenues increased 25.5% to $66.1 million
from $52.7 million and franchise royalties increased 47.3% to $1.0 million from
$0.7 million for the three fiscal months ended January 2, 2000 and December 27,
1998, respectively. The overall increase in direct and licensed revenues
resulted primarily from increased fulfillment and customer care support services
provided to our e-commerce clients. The mix between direct and licensed revenues
was impacted by the repurchase of six licensed offices during the first fiscal
quarter of 2000 (see Note 3 to the Consolidated Financial Statements). The
increase in franchise royalties resulted from the conversion of five offices
from the licensed to the franchise format. The Company's future revenue
increases depend significantly on the Company's ability to continue to attract
new clients, retain existing clients, open new offices and manage newly opened
offices to maturity.
Total cost of direct and licensed sales, which consists of wages and
other expenses related to the temporary associates, increased 28.4% or $25.8
million to $116.6 million for the three fiscal months ended January 2, 2000 from
$90.8 million for the three fiscal months ended December 27, 1998. This increase
resulted from continued business growth as described above. Total cost of direct
and licensed sales as a percentage of revenues was 77.7% for the three fiscal
months ended January 2, 2000 compared to 75.8% for the three fiscal months ended
December 27, 1998. The increase is due primarily to a shift in the mix of
business and increased workers' compensation costs. Light Industrial and
Technical business, which tends to have lower gross margins, has increased as a
percentage of total revenues. Many factors, including increased wage costs,
workers' compensation costs and/or other employment expenses, could adversely
affect the Company's cost of direct and licensed sales.
Licensees' share of gross profit represents the net payments to
licensees based upon a percentage of gross profit generated by the licensed
operation. The percentage of gross profit earned by the licensee generally is
based on the number of hours billed. In general, pursuant to terms of the
Company's franchise agreement for licensed offices executed prior to March 31,
1999, the Company's share of gross profit cannot be less than 7.5% of the
licensed operation's sales, with the exception of national accounts on which the
Company's fee is reduced to compensate for lower gross margins. For franchise
agreements for licensed offices executed on or after April 1, 1999, the
Company's share of gross profit cannot be less than 8.75% of the licensed
operation's sales. Licensees' share of gross profit increased 16.7% or $1.5
million to $11.0 million for the three fiscal months ended January 2, 2000 from
$9.1 million for the three fiscal months ended December 27, 1998 due to
increased billings at existing licensed offices. Licensees' share of gross
profit as a percentage of licensed gross profit remained consistent at 67.5%.
7
<PAGE> 8
REMEDYTEMP, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Selling, general and administrative expenses, including depreciation and
amortization, increased 18.9% or $2.6 million to $16.6 million for the three
fiscal months ended January 2, 2000 from $14.0 million for the three fiscal
months ended December 27, 1998. This increase can be attributed to the business
growth discussed above and the increased depreciation relating to the Company's
new information system. Selling, general and administrative expenses as a
percentage of total revenues decreased to 11.1% for the three fiscal months
ended January 2, 2000 from 11.7% for the three fiscal months ended December 27,
1998. There can be no assurance that selling, general and administrative
expenses will not increase in the future, both in absolute terms and as a
percentage of total revenues. Increases in these expenses could adversely affect
the Company's profitability.
Income from operations increased 6.2% or $0.4 million to $6.3 million
for the three fiscal months ended January 2, 2000 from $5.9 million for the
three fiscal months ended December 27, 1998 due to the factors described above.
Income from operations as a percentage of revenues was 4.2% for the three fiscal
months ended January 2, 2000 compared to 4.9% for the three fiscal months ended
December 27, 1998.
Net income increased 6.2% or $0.2 million to $3.9 million for the three
fiscal months ended January 2, 2000 from $3.7 million for the three fiscal
months ended December 27, 1998 due to the factors described above. Interest
expense increased as a result of the borrowings under the Company's line of
credit agreement. This was offset by a decrease in the Company's effective tax
rate resulting from expected savings from Work Opportunity Tax Credits. As a
percentage of total revenues, net income was 2.6% in the three fiscal months
ended January 2, 2000 compared to 3.1% in the three fiscal months ended December
27. All revenues and results have been internally generated by the Company.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $2.0 million for the three
fiscal months ended January 2, 2000 compared to $6.8 million for the three
fiscal months ended December 27, 1998. The decrease in cash provided by
operating activities principally reflects the growth in accounts receivable
balances from strong quarter end revenues in the current year offset by the
amortization of prepaid workers' compensation insurance - see related discussion
below.
Effective April 1, 1999, the Company entered into a reinsurance
contract with Reliance National Insurance Company ("Reliance") whereby Reliance
assumed the Company's remaining deductible liability for all open claims
incurred during the period July 22, 1997 to March 31, 1999. Additionally, the
Company entered into a one-year fully insured workers' compensation program with
Reliance. The Company paid the aggregate cost of both the reinsurance contract
and the one-year premium, a total of $18.9 million, to Reliance on April 16,
1999 with funds borrowed under its line of credit agreement.
Cash used for purchases of fixed assets was $2.1 million for the three
fiscal months ended January 2, 2000, and $2.5 million for the three fiscal
months ended December 27, 1998. The expenditures in fiscal 2000 primarily were
associated with leasehold improvements at direct offices and the Company's new
management information system. During the next twelve months, the Company
anticipates capital expenditures associated with direct office openings and
further investments in the Company's computer-based technologies to approximate
$6.5 million.
During October 1999, the Company acquired six licensed offices in the
Reston and Richmond, Virginia areas. The Company is contemplating the continued
selective repurchase of licensed and franchised offices in certain territories
with the intent of expanding the Company's market presence in such regions.
The Company has an unsecured revolving line of credit agreement with
Bank of America providing for aggregate borrowings and letters of credit of
$40.0 million. The Company repaid borrowings of $4.3 million during the fiscal
quarter ended January 2, 2000 and had $13.3 million in borrowings as of January
2, 2000. The agreement expires in February 2002.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
The Company is contemplating certain strategic acquisitions. Such
acquisitions may have an impact on liquidity depending on the size of the
acquisition.
The Company believes that its current and expected levels of working
capital and line of credit are adequate to support present operations and to
fund future growth and business opportunities.
YEAR 2000
Many computer systems and other equipment with embedded chips or
processors use only two digits to represent the year and may be unable to
process accurately certain data before, during or after the Year 2000.
Consequently, business and governmental entities are at risk for possible
miscalculations or systems failures causing disruptions in their business
operation. Furthermore, the Year 2000 is a leap year, which may present
additional issues for computer systems and other equipment with embedded chips
or processors.
At this time, Year 2000 issues have not materially affected the
Company's internal systems, including information technology ("IT") and non-IT
systems. The Company continues to replace all of its material IT systems with a
new IT system. In conjunction with such partial implementation of the new IT
system, the Company modified its existing IT systems to avoid a material impact
on the Company's ability to conduct business. Accordingly, the Company's partial
implementation of the new IT system, together with the modifications of the
Company's current IT systems, has enabled the Company to operate after Year 2000
without a material adverse effect on the Company's financial condition and
results of operations.
The Company contacted its material clients and suppliers of products and
services to determine whether the suppliers' operations and the products and
services they provide are Year 2000 compliant. At this time, the Company's
material suppliers, vendors or other third parties have not suffered a
significant Year 2000 business disruption. However, there can be no assurances
that such third parties will not have a Year 2000 business disruption that could
have a material adverse affect on the Company's financial condition and results
of operations.
The Company's new IT system is being implemented for strategic business
reasons unrelated to Year 2000 issues and the implementation schedule was not
accelerated due to Year 2000 issues. The Company modified its existing IT
systems to avoid a material impact on the Company's ability to conduct business
by using such IT systems on and after Year 2000. The Company expects that total
costs relating to this effort will be $250,000.
SEASONALITY
The Company's quarterly operating results are affected by the number of
billing days in the quarter and the seasonality of its clients' businesses. The
first fiscal quarter has historically been strong as a result of manufacturing
and retail emphasis on holiday sales. The second fiscal quarter historically
shows little to no growth, and in some years a decline, in comparable revenues
from the first fiscal quarter. Revenue growth has historically accelerated in
each of the third and fourth fiscal quarters as manufacturers, retailers and
service businesses increase their level of business activity.
9
<PAGE> 10
REMEDYTEMP, INC.
PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Set forth below is a list of the exhibits included as part of this
Quarterly Report:
Number
Exhibit Description
- ------- -----------
3.1 Amended and Restated Articles of Incorporation of the Company(a)
3.2 Amended and Restated Bylaws of the Company(h)
4.1 Specimen Stock Certificate(a)
4.2 Shareholder Rights Agreement(a)
10.1 Robert E. McDonough, Sr. Amended and Restated Employment Agreement(i)
10.2 Paul W. Mikos Employment Agreement(k)
10.3 R. Emmett McDonough Employment Agreement(a)
10.4 Allocation Agreement with R. Emmett McDonough and Related Trusts(a)
10.5 Registration Rights Agreement with R. Emmett McDonough and Related
Trusts(a)
10.6 Alan M. Purdy Change in Control Severance Agreement(k)
10.7 Deferred Compensation Agreement for Alan M. Purdy(a)
10.8 Letter regarding potential severance of Jeffrey A. Elias(a)
10.9 Form of Indemnification Agreement(a)
10.11 Amended and restated RemedyTemp, Inc. 1996 Stock Incentive Plan(j)
10.12 Amended and restated RemedyTemp, Inc. 1996 Employee Stock Purchase
Plan(a)
10.13 Form of Franchising Agreement for Licensed Offices(h)
10.14 Form of Franchising Agreement for Franchised Offices(a)
10.15 Form of Licensing Agreement for IntelliSearch(R)(a)
10.18 Additional Deferred Compensation Agreement for Alan M. Purdy(b)
10.19 Lease Agreement between RemedyTemp, Inc. and Parker-Summit, LLC(c)
10.20 Lease Agreement between RemedyTemp, Inc. and Mitchell Land &
Improvement Company(d)
10.21 Credit Agreement among Bank of America National Trust and Savings
Association and RemedyTemp, Inc.(e)
10.22 RemedyTemp, Inc. Deferred Compensation Plan(e)
10.23 Greg Palmer Employment Agreement(f)
10.24 1998 RemedyTemp, Inc. Deferred Compensation and Stock Ownership Plan
for Outside Directors(g)
10.25 Form of Licensing Agreement for i/search2000(TM)(h)
10.26 Credit Agreement among Bank of America National Trust and Savings
Association and RemedyTemp, Inc.(j)
27.1 Financial Data Schedule
- ---------------
(a) Incorporated by reference to the exhibit of same number to the
Registrant's Registration Statement on Form S-1 (Reg. No. 333-4276), as
amended.
(b) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
December 29, 1996.
(c) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
March 30, 1997.
(d) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
June 29, 1997.
(e) Incorporated by reference to the exhibit of same number to the
Registrant's Annual Report on Form 10-K for the yearly period ended
September 28, 1997. This agreement was terminated March 31, 1999.
(f) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
December 27, 1997.
(g) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
June 28, 1998.
(h) Incorporated by reference to the exhibit of same number to the
Registrant's Annual Report on Form 10-K for the yearly period ended
September 27, 1998.
(i) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
December 27,1998.
(j) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
March 28,1999.
(k) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
June 28, 1999.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed in the fiscal quarter ended January 2,
2000.
10
<PAGE> 11
REMEDYTEMP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REMEDYTEMP, INC.
February 14, 2000 /s/ PAUL W. MIKOS
----------------------------------
Paul W. Mikos, President and Chief
Executive Officer
February 14, 2000 /s/ ALAN M. PURDY
----------------------------------
Senior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
11
<PAGE> 12
REMEDYTEMP, INC.
EXHIBIT INDEX
NUMBER
EXHIBIT DESCRIPTION
- ------- -----------
3.1 Amended and Restated Articles of Incorporation of the Company (a)
3.2 Amended and Restated Bylaws of the Company (h)
4.1 Specimen Stock Certificate (a)
4.2 Shareholder Rights Agreement (a)
10.1 Robert E. McDonough, Sr. Amended and Restated Employment Agreement (i)
10.2 Paul W. Mikos Employment Agreement (k)
10.3 R. Emmett McDonough Employment Agreement (a)
10.4 Allocation Agreement with R. Emmett McDonough and Related Trusts (a)
10.5 Registration Rights Agreement with R. Emmett McDonough and Related
Trusts (a)
10.6 Alan M. Purdy Change in Control Severance Agreement (k)
10.7 Deferred Compensation Agreement for Alan M. Purdy (a)
10.8 Letter regarding potential severance of Jeffrey A. Elias (a)
10.9 Form of Indemnification Agreement (a)
10.11 Amended and Restated RemedyTemp, Inc. 1996 Stock Incentive Plan (j)
10.12 Amended and Restated RemedyTemp, Inc. 1996 Employee Stock Purchase
Plan (a)
10.13 Form of Franchising Agreement for Licensed Offices (h)
10.14 Form of Franchising Agreement for Franchised Offices (a)
10.15 Form of Licensing Agreement for IntelliSearch(R) (a)
10.18 Additional Deferred Compensation Agreement for Alan M. Purdy (b)
10.19 Lease Agreement between RemedyTemp, Inc. and Parker-Summit, LLC (c)
10.20 Lease Agreement between RemedyTemp, Inc. and Mitchell Land &
Improvement Company (d)
10.21 Credit Agreement among Bank of America National Trust and Savings
Association and RemedyTemp, Inc. (e)
10.22 RemedyTemp, Inc. Deferred Compensation Plan (e)
10.23 Greg Palmer Employment Agreement (f)
10.24 1998 RemedyTemp, Inc. Deferred Compensation and Stock Ownership Plan
for Outside Directors (g)
10.25 Form of Licensing Agreement for i/search 2000TM (h)
10.26 Credit Agreement among Bank of America National Trust and Savings
Association and RemedyTemp, Inc. (j)
27.1 Financial Data Schedule
<PAGE> 13
REMEDYTEMP, INC.
- ------------------
(a) Incorporated by reference to the exhibit of same number to the
Registrant's Registration Statement on Form S-1 (Reg. No. 333-4276), as
amended.
(b) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
December 29, 1996.
(c) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
March 30, 1997.
(d) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
June 29, 1997.
(e) Incorporated by reference to the exhibit of same number to the
Registrant's Annual Report on Form 10-K for the yearly period ended
September 28, 1997. This agreement was terminated March 31, 1999.
(f) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
December 27, 1997.
(g) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
June 28, 1998.
(h) Incorporated by reference to the exhibit of same number to the
Registrant's Annual Report on Form 10-K for the yearly period ended
September 27, 1998.
(i) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
December 27,1998.
(j) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
March 28,1999.
(k) Incorporated by reference to the exhibit of same number to the
Registrant's Quarterly Report on Form 10-Q for the quarterly period ended
June 28, 1999.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-01-2000
<PERIOD-START> OCT-04-1999
<PERIOD-END> JAN-02-2000
<CASH> 2,619
<SECURITIES> 0
<RECEIVABLES> 86,648
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 94,254
<PP&E> 19,217
<DEPRECIATION> 0
<TOTAL-ASSETS> 119,650
<CURRENT-LIABILITIES> 40,242
<BONDS> 0
0
0
<COMMON> 89
<OTHER-SE> 79,319
<TOTAL-LIABILITY-AND-EQUITY> 119,650
<SALES> 0
<TOTAL-REVENUES> 150,110
<CGS> 0
<TOTAL-COSTS> 116,561
<OTHER-EXPENSES> 27,275
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 162
<INCOME-PRETAX> 6,365
<INCOME-TAX> 2,451
<INCOME-CONTINUING> 3,914
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,914
<EPS-BASIC> 0.44
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