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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 28, 1997
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)
32122 CAMINO CAPISTRANO
SAN JUAN CAPISTRANO, CALIFORNIA 92675
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 661-1211
--------------------
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 1, 1998 there were 6,066,333 shares of Class A Common Stock
and 2,880,733 shares of Class B Common Stock outstanding.
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2
REMEDYTEMP, INC.
INDEX
PAGE NO.
--------
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of December 28, 1997 and September 28, 1997...... 2
Consolidated Statement of Income for the three fiscal months ended
December 28, 1997 and December 29, 1996...................................... 3
Consolidated Statement of Cash Flows for the three fiscal months ended
December 28, 1997 and December 29, 1996...................................... 4
Notes to Consolidated Financial Statements..................................... 5
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......................................................... 9
Item 6. Exhibits and Reports on Form 8-K.......................................... 10
SIGNATURES............................................................................. 11
* No information provided due to inapplicability of item.
1
3
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ASSETS
DECEMBER 28, SEPTEMBER 28,
1997 1997
------------ -------------
Current assets:
Cash and cash equivalents ........................................................... $ 141 $ 5,128
Accounts receivable, net of allowance for doubtful accounts of
$2,928 and $2,612 ................................................................. 60,068 55,751
Prepaid expenses and other current assets ........................................... 1,774 1,987
Deferred income taxes ............................................................... 349 349
------- -------
Total current assets .......................................................... 62,332 63,215
Fixed assets, net of accumulated depreciation of $11,219 and $10,583.............. 8,124 7,184
Other assets .......................................................................... 2,854 2,502
Goodwill, net of accumulated amortization of $43 and $20 .............................. 882 905
------- -------
$74,192 $73,806
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................................................... $ 2,750 $ 4,082
Accrued workers' compensation ...................................................... 4,323 2,905
Accrued payroll, benefits and related costs ........................................ 8,065 11,489
Accrued licensees' share of gross profit ........................................... 2,007 2,225
Other accrued expenses ............................................................. 779 1,148
Income taxes payable ............................................................... 3,182 1,783
Current portion of capitalized lease obligation .................................... 428 453
------- -------
Total current liabilities .................................................... 21,534 24,085
Deferred income taxes ................................................................ 1,629 2,379
Capitalized lease obligation ......................................................... 196 281
------- -------
23,359 26,745
------- -------
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; 6,036 and 5,930 issued and outstanding at December 28, 1997
and September 28, 1997, respectively ............................................. 61 60
Class B Non-Voting Common Stock, $.01 par value; authorized
4,530 shares; 2,911 and 2,997 issued and outstanding at
December 28, 1997 and September 28, 1997, respectively............................ 29 30
Additional paid-in capital ........................................................... 33,519 33,262
Retained earnings .................................................................... 17,224 13,709
------- -------
Total shareholders' equity ........................................................... 50,833 47,061
------- -------
$74,192 $73,806
======= =======
See accompanying notes to consolidated financial statements.
2
4
REMEDYTEMP, INC.
CONSOLIDATED STATEMENT OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DECEMBER 28, DECEMBER 29,
1997 1996
------------ ------------
Direct sales ........................... $ 69,431 $ 54,463
Licensed sales ......................... 40,939 29,336
Franchise royalties .................... 775 764
-------- --------
Total revenues ................... 111,145 84,563
Cost of direct sales ................... 54,643 42,431
Cost of licensed sales ................. 30,657 21,882
Licensees' share of gross profit ....... 6,936 5,015
Selling and administrative expenses .... 12,634 10,670
Depreciation and amortization .......... 660 610
-------- --------
Income from operations ........... 5,615 3,955
Other income:
Interest income, net ................. 48 123
Other, net ........................... 346 293
-------- --------
Income before provision for income taxes 6,009 4,371
Provision for income taxes ............. 2,494 1,814
-------- --------
Net income ............................. $ 3,515 $ 2,557
======== ========
Net income per share, basic (Note 2) ... $ .39 $ .29
======== ========
Weighted-average number of shares ...... 8,947 8,888
======== ========
Net income per share, diluted (Note 2) . $ .38 $ .28
======== ========
Weighted-average number of shares ...... 9,221 9,020
======== ========
See accompanying notes to consolidated financial statements.
3
5
REMEDYTEMP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
DECEMBER 28, DECEMBER 29,
1997 1996
------------ ------------
Cash flows (used in) provided by operating activities:
Net income ..................................... $ 3,515 $ 2,557
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization .............. 660 610
Provision for losses on accounts receivable 388 410
Deferred taxes ............................. (750) (750)
Changes in assets and liabilities:
Accounts receivable ...................... (4,705) (676)
Prepaid expenses and other current assets 213 304
Other assets ............................. (352) 65
Accounts payable ......................... (1,332) 611
Accrued workers' compensation ............ 1,418 847
Accrued payroll, benefits and related
costs .................................. (3,424) (2,235)
Accrued licensees' share of gross profit . (218) (310)
Other accrued expenses ................... (369) (1,054)
Income taxes payable ..................... 1,399 1,138
-------- --------
Net cash (used in) provided by operating
activities .................................. (3,557) 1,517
-------- --------
Cash flows used in investing activities:
Purchase of fixed assets ....................... (1,577) (914)
Sale of investments ............................ -- (2,034)
-------- --------
Net cash used in investing activities .......... (1,577) (2,948)
-------- --------
Cash flows (used in) provided by financing
activities:
Borrowings under line of credit agreement ...... 1,000 100
Repayments under line of credit agreement ...... (1,000) (100)
Repayments under capital lease obligation ...... (110) (101)
Proceeds from stock option activity ............ 108
Proceeds from Employee Stock Purchase Plan
activity ..................................... 149
Distributions to pre-offering shareholders ..... -- (357)
-------- --------
Net cash provided by (used in) financing
activities ................................... 147 (458)
-------- --------
Net decrease in cash and cash equivalents ....... (4,987) (1,889)
Cash and cash equivalents at beginning of period 5,128 10,959
-------- --------
Cash and cash equivalents at end of period ...... $ 141 $ 9,070
======== ========
Other cash flow information:
Cash paid during the period for interest .......... $ 28 $ 44
Cash paid during the period for income taxes ...... $ 1,846 $ 1,427
See accompanying notes to consolidated financial statements.
4
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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. (the "Company") including its wholly-owned subsidiary, Remedy
Insurance Group, LTD ("RIG"). All significant intercompany transactions and
balances have been eliminated.
The accompanying consolidated balance sheet at December 28, 1997, and
the consolidated statements of income and of cash flows for the three fiscal
months ended December 28, 1997 and December 29, 1996, 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 23, 1997.
Certain reclassifications, which have no effect on retained earnings,
have been made to conform the fiscal 1997 information to the fiscal 1998
presentation.
2. EARNINGS PER SHARE DISCLOSURE
During the first fiscal quarter of 1998, the Company adopted Statement
of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128")
which became effective for financial statements issued for periods ending after
December 15, 1997. SFAS No. 128 replaces the previous presentation of earnings
per share on the Statement of Income with a dual presentation of Basic Earnings
Per Share ("Basic EPS") and Diluted Earnings Per Share ("Diluted EPS"). Basic
EPS excludes dilution and is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted EPS
reflects the potential dilution that could occur if stock options and other
commitments to issue common stock were exercised, resulting in the issuance of
common stock that then shared in the earnings of the Company. Basic and Diluted
EPS under SFAS No. 128 do not differ materially from Primarily Earnings Per
Share as previously presented. As required by SFAS 128, all prior period EPS
data has been restated to conform with the provisions of this statement. The
following table sets forth the computation of Basic and Diluted EPS under SFAS
128:
THREE FISCAL MONTHS ENDED
DECEMBER 28, 1997
-----------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS
BASIC EPS
Income available to common stockholders............ $3,515 8,947 $ 0.39
=======
EFFECT OF DILUTIVE SECURITIES
Stock options...................................... $ -- 274
------ -----
DILUTED EPS
Income available to common stockholders, plus
assumed conversions.............................. $3,515 9,221 $ 0.38
====== ===== =======
THREE FISCAL MONTHS ENDED
DECEMBER 29, 1996
-----------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS
----------- ------------ ---------
BASIC EPS
Income available to common stockholders............ $2,557 8,888 $ 0.29
=======
EFFECT OF DILUTIVE SECURITIES
Stock options...................................... $ - 132
------ -----
DILUTED EPS
Income available to common stockholders, plus
assumed conversions.............................. $2,557 9,020 $ 0.28
====== ===== =======
5
7
REMEDYTEMP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
3. STOCK OPTIONS
In accordance with the terms of the Company's 1996 Stock Incentive
Plan, on December 8, 1997, the Company granted options to purchase 10 shares of
Class A Common Stock to its newly elected non-employee director at $24.56, the
fair market value of the Class A Common Stock on such grant date. Additionally,
on December 18, 1997, the Company granted options to purchase 109 shares of
Class A Common Stock to certain of its executive officers and employees at
$20.25 per share, the fair market value of the Class A Common Stock on such
grant date. This plan is "non-compensatory" under APB No. 25, and accordingly,
no compensation expense was recorded in connection with this grant.
In accordance with the employment agreement with the Company's Chief
Operating Officer, on December 16, 1997, the Company granted options to purchase
125 shares of Class A Common Stock at $20.72, the fair market value of the Class
A Common Stock on that date. This grant is subject to approval by the Company's
shareholders at the Annual Meeting of Shareholders to be held February 18, 1998.
These options are not granted under the terms of the Company's 1996 Stock
Incentive Plan and do not reduce the number of shares which may be granted under
the terms of the Plan.
4. SUBSEQUENT EVENT
During the fiscal month of January, 1998 the Company acquired two
franchised offices, located in Orlando, Florida. The combined purchase price
will be allocated primarily to goodwill and amortized over a twenty-year life.
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.
6
8
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 those related to
the Company's growth and strategies, regarding events and financial trends that
may affect the Company's future operating results and financial position. The
Company's actual results and financial position could differ materially from
those anticipated in the forward-looking statements as a result of competition,
the availability of sufficient personnel, and other risks and uncertainties as
described in detail under the "Risk Factors" section and elsewhere in the
Company's Form 10-K as filed with the SEC on December 23, 1997.
RESULTS OF OPERATIONS
For the Three Fiscal Months Ended December 28, 1997 Compared to the Three Fiscal
Months Ended December 29, 1996
Total revenues increased 31.4% or $26.6 million to $111.1 million for
the three fiscal months ended December 28, 1997 from $84.6 million for the three
fiscal months ended December 29, 1996, due primarily to volume increases
attributable to increased billings at existing offices, expansion of services
and the opening of 38 new offices since the prior period. Future revenue
increases depend to a significant extent on the Company's ability to continue to
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 32.6% or $21.0
million to $85.3 million for the three fiscal months ended December 28, 1997
from $64.3 million for the three fiscal months ended December 29, 1996, due to
increased revenues as discussed above. Total cost of direct and licensed sales
as a percentage of revenues was 76.7% for the three fiscal months ended December
28, 1997 compared to 76.1% for the three fiscal months ended December 29, 1996.
This increase was largely due to the expansion of revenue growth from one high
volume, lower gross margin client. The Company's cost of licensed sales as a
percentage of licensed sales remained relatively stable.
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. Pursuant to terms of the franchise
agreement for licensed offices, the Company's share of gross profit cannot be
less than 7.5% of the licensed operation sales, with the exception of national
accounts on which the Company's fee is reduced to compensate for lower gross
margins. Licensees' share of gross profit increased 38.3% or $1.9 million to
$6.9 million for the three fiscal months ended December 28, 1997 from $5.0
million for the three fiscal months ended December 29, 1996. Licensees' share of
gross profit as a percentage of total revenues increased to 6.2% for the three
fiscal months ended December 28, 1997 from 5.9% for the three fiscal months
ended December 29, 1996. This increase resulted from licensed revenue increasing
more rapidly than direct revenue. Licensees' share of gross profit as a
percentage of licensed revenue decreased to 16.9% for the fiscal months ended
December 28, 1997 from 17.1% for the three fiscal months ended December 29, 1996
due to a reduction in the gross margin percentage earned by some of the larger
licensed offices, resulting in the Company being paid 7.5% of the licensed
office sales, which is more than the usual rate of 30% of licensed gross margin.
Selling, general and administrative expenses (including depreciation
and amortization) increased 17.9% or $2.0 million to $13.3 million for the three
fiscal months ended December 28, 1997 from $11.3 million for the three fiscal
months ended December 29, 1996. Selling, general and administrative expenses as
a percentage of total revenues decreased to 12.0% for the three fiscal months
ended December 28, 1997 from 13.3% for the three fiscal months ended December
29, 1996. The Company has controlled growth in selling, general and
administrative expenses by tightening cost controls through budgetary analysis
and implementing more stringent hiring and compensation guidelines. 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, and
increases in these expenses could adversely affect the Company's profitability.
Operating income increased 42.0% or $1.7 million to $5.6 million for
the three fiscal months ended December 28, 1997 from $4.0 million for the three
fiscal months ended December 29, 1996 due to the factors described above.
Operating income as a percentage of revenues increased to 5.1% for the three
fiscal months ended December 28, 1997 from 4.7% for the three fiscal months
ended December 29, 1996.
Income before income taxes increased 37.5% or $1.6 million to $6.0
million for the three fiscal months ended December 28, 1997 from $4.4 million
for the three fiscal months ended December 29, 1996 due to the factors described
7
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
above. As a percentage of total revenues, income before income taxes increased
to 5.4% in the three fiscal months ended December 28, 1997 from 5.2% in the
three fiscal months ended December 29, 1996.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities was $3.6 million for the three fiscal
months ended December 28, 1997, and cash provided by operating activities was
$1.5 million for the three fiscal months ended December 29, 1996. Cash provided
by operating activities was significantly impacted by changes in working capital
primarily resulting from a substantial increase in business volumes.
Cash used for purchases of fixed assets was $1.6 million for the three
fiscal months ended December 28, 1997, and $0.9 million for the three fiscal
months ended December 29, 1996. The increase in fiscal 1998 primarily resulted
from expenditures associated with the Company's management information system.
Implementation of this system is expected to begin in mid-fiscal 1998. During
fiscal 1998, the Company anticipates capital expenditures associated with direct
office openings, new corporate headquarters and further investments in the
Company's computer-based technologies to approximate $5.5 million.
Prior to the Company's initial public offering (the "Offering") on July
11, 1996, the Company declared distributions to its pre-Offering shareholders.
In accordance with the declaration, distributions of $357,000 were paid to the
pre-Offering shareholders during the first quarter of 1997.
In connection with the Offering, the Company terminated its S
corporation status and, as a result, was required to change its overall method
of accounting for tax reporting purposes from the cash method to the accrual
method, resulting in a one-time charge to earnings in the fourth quarter of
fiscal 1996 of approximately $7.8 million. The Internal Revenue Code allows the
Company to recognize the effects of this termination in its tax returns over a
four year period. This resulted in additional quarterly installments of $750,000
in the first quarter of 1998 and 1997, respectively.
The Company has a revolving line of credit agreement with Bank of
America providing for aggregate borrowings and letters of credit of $30.0
million. Interest on outstanding borrowings is payable monthly at the bank's
reference rate or, at the Company's discretion, LIBOR plus 1.5%. The line of
credit is unsecured and expires on February 28, 1999. The principal use of the
line of credit has been to finance receivables, to provide a letter of credit
required in connection with the Company's workers' compensation self-insurance
program and to finance prior S corporation distributions made to pre-Offering
shareholders. The Company had no balance outstanding under its line of credit
and $2.7 million in undrawn letters of credit as of December 28, 1997. The bank
agreement governing the line of credit requires the Company to maintain certain
financial ratios and comply with certain restrictive covenants.
Additionally, RIG has a letter of credit agreement with Bank of Bermuda
(New York) Limited in the amount of $80,000. The letter of credit is unsecured,
expires on July 22, 1998, and is required in connection with the Company's
workers' compensation self-insurance program.
The Company believes that its levels of working capital and line of
credit are adequate to support present operations and to fund future growth and
business opportunities.
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.
8
10
REMEDYTEMP, INC.
PART II--OTHER INFORMATION
ITEM 5. OTHER INFORMATION
During the fiscal month of January, 1998 the Company acquired two
franchised offices, located in Orlando, Florida. The combined purchase price
will be allocated primarily to goodwill and amortized over a twenty-year life.
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.
9
11
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 (a)
4.1 Specimen Stock Certificate (a)
4.2 Shareholder Rights Agreement (a)
10.1 Robert E. McDonough, Sr. Amended and Restated Employment
Agreement (a)
10.2 Paul W. Mikos Employment Agreement (a)
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 Letter regarding terms of employment and potential severance of
Alan M. Purdy (a)
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)
10.10 Lease Agreement between RemedyTemp, Inc. and Robert E. McDonough,
Sr. (b)
10.11 RemedyTemp, Inc. 1996 Stock Incentive Plan (a)
10.12 RemedyTemp, Inc. 1996 Employee Stock Purchase Plan (a)
10.13 Form of Franchising Agreement for Licensed Offices (a)
10.14 Form of Franchising Agreement for Franchised Offices (a)
10.15 Form of Licensing Agreement for IntelliSearch(R) (a)
10.16 Credit Agreement among Bank of America National Trust and Savings
Association, Union Bank and RemedyTemp, Inc. as amended (f)
10.17 Paul W. Mikos Promissory Note (a)
10.18 Additional Deferred compensation Agreement for Alan M. Purdy (c)
10.19 Lease Agreement between RemedyTemp, Inc. and Parker-Summit, LLC
(d)
10.20 Lease Agreement between RemedyTemp, Inc. and Mitchell Land &
Improvement Company (e)
10.21 Credit Agreement among Bank of America National Trust and Savings
Association and RemedyTemp, Inc. (g)
10.22 RemedyTemp, Inc. Deferred Compensation Plan (g)
10.23 Greg Palmer Employment Agreement
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
Registration Statement on Form S-1 (Reg. No. 333-4276), as amended. This
agreement was terminated July 15, 1997.
(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 December 29,
1996.
(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 March 30,
1997.
(e) 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.
(f) 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. This
agreement was terminated August 24, 1997.
(g) 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.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed in the fiscal quarter ended December 28,
1997.
10
12
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 10, 1998 /s/ PAUL W. MIKOS
-----------------------------
Paul W. Mikos
President and Chief
Executive Officer
February 10, 1998 /s/ ALAN M. PURDY
-----------------------------
Alan M. Purdy
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
11
13
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 (a)
4.1 Specimen Stock Certificate (a)
4.2 Shareholder Rights Agreement (a)
10.1 Robert E. McDonough, Sr. Amended and Restated Employment Agreement (a)
10.2 Paul W. Mikos Employment Agreement (a)
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 Letter regarding terms of employment and potential severance of Alan
M. Purdy (a)
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)
10.10 Lease Agreement between RemedyTemp, Inc. and Robert E. McDonough, Sr.
(b)
10.11 RemedyTemp, Inc. 1996 Stock Incentive Plan (a)
10.12 RemedyTemp, Inc. 1996 Employee Stock Purchase Plan (a)
10.13 Form of Franchising Agreement for Licensed Offices (a)
10.14 Form of Franchising Agreement for Franchised Offices (a)
10.15 Form of Licensing Agreement for IntelliSearch(R) (a)
10.16 Credit Agreement among Bank of America National Trust and Savings
Association, Union Bank and RemedyTemp, Inc. as amended (f)
10.17 Paul W. Mikos Promissory Note (a)
10.18 Additional Deferred compensation Agreement for Alan M. Purdy (c)
10.19 Lease Agreement between RemedyTemp, Inc. and Parker-Summit, LLC (d)
10.20 Lease Agreement between RemedyTemp, Inc. and Mitchell Land &
Improvement Company (e)
10.21 Credit Agreement among Bank of America National Trust and Savings
Association and RemedyTemp, Inc. (g)
10.22 RemedyTemp, Inc. Deferred Compensation Plan (g)
10.23 Greg Palmer Employment Agreement
27.1 Financial Data Schedule
14
- ----------------------------
(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 Registration Statement on Form S-1 (Reg. No. 333-4276),
as amended. This agreement was terminated July 15, 1997.
(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 December 29, 1996.
(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 March 30, 1997.
(e) 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.
(f) 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. This agreement was terminated August 24, 1997.
(g) 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.