UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 | ||
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| For the Quarterly Period Ended March 30, 2003 | ||||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 | ||
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| For the transition period from ___________ to ___________ | ||||
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| Commission file number 0-5260 | ||||
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| REMEDYTEMP, INC. | ||||
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| California |
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95-2890471 | ||
| (State or other jurisdiction of Incorporation or organization) |
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(I.R.S. Employer Identification Number) | ||
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| 101 Enterprise |
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| Aliso Viejo, California |
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92656 | ||
| (Address of principal executive offices) |
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(Zip Code) | ||
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| Registrants 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.
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No o |
As of May 9, 2003 there were 8,474,970 shares of Class A Common Stock and 1,197,950 shares of Class B Common Stock outstanding.
INDEX
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Page No. |
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| PART I FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Consolidated Balance Sheets as of March 30, 2003 (unaudited) and September 29, 2002 |
3 |
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4 | |
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5 | |
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Condensed Notes to Consolidated Financial Statements (unaudited) |
6 |
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Item 2. Managements Discussion and Analysis of Consolidated Financial Condition and Results of Operations |
10 | |
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Item 3. Quantitative and Qualitative Disclosure About Market Risk |
18 | |
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Item 4. Controls and Procedures |
18 | |
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| PART II OTHER INFORMATION |
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Item 1. Legal Proceedings |
19 | |
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Item 2. Changes In Securities and Use of Proceeds |
* | |
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Item 3. Defaults Upon Senior Securities |
* | |
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20 | ||
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Item 5. Other Information |
* | |
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Item 6. Exhibits and Reports on Form 8-K |
21 | |
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| 23 | |||
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| 24 | |||
* No information provided due to inapplicability of item.
2
RemedyTemp, Inc.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except per share amounts)
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March 30, |
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September 29, | |||
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| ASSETS | |||||||
| Current assets: |
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| Cash and cash equivalents |
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$ |
28,049 |
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$ |
26,101 | |
| Investments |
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26,920 |
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23,021 | |
| Accounts receivable, net of allowance for doubtful accounts of $2,235 and $1,913, respectively |
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53,006 |
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61,724 | |
| Prepaid expenses and other current assets |
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3,515 |
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5,745 | |
| Deferred and current income taxes |
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12,423 |
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7,486 | |
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| Total current assets |
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123,913 |
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124,077 | |
| Fixed assets, net |
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15,058 |
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16,268 | |
| Other assets |
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1,843 |
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2,035 | |
| Intangible assets, net of accumulated amortization of $80 and $24, respectively |
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1,795 |
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10 | |
| Goodwill |
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2,173 |
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4,283 | |
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| Total Assets |
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$ |
144,782 |
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$ |
146,673 | |
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| LIABILITIES AND SHAREHOLDERS EQUITY | |||||||
| Current liabilities: |
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| Accounts payable |
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$ |
956 |
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$ |
3,151 | |
| Accrued workers compensation (Note 5) |
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26,480 |
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20,135 | |
| Accrued payroll, benefits and related costs |
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13,431 |
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13,787 | |
| Accrued licensees share of gross profit |
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2,262 |
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2,866 | |
| Other accrued expenses |
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2,635 |
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3,621 | |
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| Total current liabilities |
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45,764 |
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43,560 | |
| Deferred income taxes |
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90 |
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90 | |
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| Total liabilities |
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45,854 |
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43,650 | |
| Commitments and contingent liabilities |
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| Shareholders equity (Note 6): |
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| Preferred Stock, $.01 par value; authorized 5,000 shares; none outstanding |
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| Class A Common Stock, $.01 par value; authorized 50,000 shares; 8,469 and 8,142 issued and outstanding at March 30, 2003 and September 29, 2002, respectively |
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85 |
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82 | |
| Class B Non-Voting Common Stock, $.01 par value; authorized 4,530 shares; 1,198 and 1,253 issued and outstanding at March 30, 2003 and September 29, 2002, respectively |
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12 |
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13 | |
| Additional paid-in capital |
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42,807 |
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39,923 | |
| Unearned compensation |
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(6,926 |
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(4,728 | |
| Retained earnings |
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62,950 |
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67,733 | |
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| Total shareholders equity |
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98,928 |
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103,023 | |
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| Total Liabilities and Shareholders Equity |
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$ |
144,782 |
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$ |
146,673 | |
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See accompanying notes to consolidated financial statements.
3
RemedyTemp, Inc.
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share amounts)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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March 30, |
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March 31, |
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March 30, |
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March 31, |
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| Direct sales |
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$ |
73,300 |
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$ |
66,846 |
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$ |
143,568 |
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$ |
129,633 |
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| Licensed franchise sales |
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42,183 |
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39,247 |
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92,133 |
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90,751 |
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| Franchise royalties |
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346 |
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475 |
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916 |
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938 |
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| Initial franchise fees |
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6 |
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12 |
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6 |
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| Total revenues |
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115,835 |
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106,568 |
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236,629 |
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221,328 |
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| Cost of direct sales |
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64,777 |
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54,788 |
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122,558 |
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105,338 |
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| Cost of licensed franchise sales |
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33,605 |
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30,362 |
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73,492 |
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70,155 |
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| Licensees share of gross profit |
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5,640 |
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5,975 |
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12,361 |
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13,984 |
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| Selling and administrative expenses |
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16,369 |
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14,264 |
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31,514 |
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28,759 |
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| Depreciation and amortization |
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1,299 |
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1,308 |
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2,508 |
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2,715 |
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| (Loss) income from operations |
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(5,855 |
) |
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(129 |
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(5,804 |
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377 |
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| Other income: |
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| Interest income, net |
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63 |
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161 |
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402 |
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400 |
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| Other, net |
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228 |
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212 |
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377 |
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485 |
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| (Loss) income before income taxes |
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(5,564 |
) |
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244 |
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(5,025 |
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1,262 |
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| (Benefit from) provision for income taxes |
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(2,752 |
) |
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53 |
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(2,663 |
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379 |
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| (Loss) income before cumulative effect of adoption of a new accounting standard |
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(2,812 |
) |
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191 |
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(2,362 |
) |
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883 |
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| Cumulative effect of adoption of a new accounting standard, net of income taxes of $1,634 |
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(2,421 |
) |
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| Net (loss) income |
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$ |
(2,812 |
) |
$ |
191 |
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$ |
(4,783 |
) |
$ |
883 |
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| Earnings per share basic and diluted: |
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| (Loss) income before cumulative effect of adoption of a new accounting standard |
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$ |
(0.31 |
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$ |
0.02 |
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$ |
(0.26 |
) |
$ |
0.10 |
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| Cumulative effect of adoption of a new accounting standard, net of incomes taxes |
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(0.27 |
) |
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| Net (loss) income basic and diluted |
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$ |
(0.31 |
) |
$ |
0.02 |
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$ |
(0.53 |
) |
$ |
0.10 |
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See accompanying notes to consolidated financial statements.
4
RemedyTemp, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
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Six Months Ended |
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March 30, |
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March 31, |
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| Cash flows from operating activities: |
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| Net (loss) income |
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$ |
(4,783 |
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$ |
883 |
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| Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
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| Cumulative effect of adoption of a new accounting standard, net of income taxes |
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2,421 |
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| Depreciation and amortization |
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2,508 |
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2,715 |
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| Provision for losses on accounts receivable |
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759 |
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|
734 |
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| Restricted stock compensation expense |
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|
635 |
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|
307 |
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| Changes in assets and liabilities: |
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| Trading investments |
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(622 |
) |
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(447 |
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| Accounts receivable |
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7,959 |
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8,599 |
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| Prepaid expenses and other current assets |
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2,230 |
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(224 |
) |
| Other assets |
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192 |
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|
801 |
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| Accounts payable |
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(2,195 |
) |
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(816 |
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| Accrued workers compensation |
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6,345 |
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4,637 |
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| Accrued payroll, benefits and related costs |
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(356 |
) |
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(1,216 |
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| Accrued licensees share of gross profit |
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(604 |
) |
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(731 |
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| Other accrued expenses |
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(986 |
) |
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(164 |
) |
| Deferred and current income taxes |
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(3,303 |
) |
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(1,748 |
) |
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| Net cash provided by operating activities |
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10,200 |
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13,330 |
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