UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(MARK ONE) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the quarterly period ended January 25, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission file number 0-24990
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WESTAFF, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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94-1266151 |
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(State or other
jurisdiction |
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(I.R.S.employer |
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298 North Wiget Lane |
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Walnut Creek, California 94598-2453 |
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(Address of registrant’s principal executive offices) |
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(925) 930-5300 |
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(Registrant’s telephone number) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
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Class |
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Outstanding at March 11, 2003 |
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Common Stock, $.01 par value |
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15,995,375 shares |
INDEX
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Condensed
Consolidated Balance Sheets - |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
Item 1. Financial Statements
Westaff, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands except per share amounts)
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January 25, |
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November 2, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
4,401 |
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$ |
5,484 |
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Trade accounts receivable, less allowance for doubtful accounts of $1,242 and $1,316 |
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61,876 |
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70,861 |
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Income taxes receivable |
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5,227 |
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5,227 |
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Prepaid expenses |
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5,452 |
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5,373 |
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Other current assets |
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4,068 |
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4,500 |
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Total current assets |
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81,024 |
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91,445 |
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Property and equipment, net |
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14,731 |
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15,778 |
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Goodwill, net |
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12,131 |
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12,034 |
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Other long-term assets |
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2,717 |
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2,698 |
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Total Assets |
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$ |
110,603 |
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$ |
121,955 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Short-term borrowings |
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$ |
4,593 |
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$ |
9,667 |
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Current portion of long-term debt and capital lease obligations |
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402 |
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4,500 |
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Note payable to related party |
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1,000 |
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Accounts payable |
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1,412 |
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2,657 |
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Accrued expenses |
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32,810 |
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38,165 |
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Income taxes payable |
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526 |
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779 |
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Net liabilities of discontinued operations |
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763 |
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605 |
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Total current liabilities |
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40,506 |
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57,373 |
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Note payable to related party |
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2,000 |
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2,000 |
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Long-term debt and capital lease obligations |
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10,841 |
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10,000 |
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Other long-term liabilities |
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18,145 |
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13,632 |
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Total liabilities |
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71,492 |
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83,005 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock, $.01 par value; authorized and unissued: 1,000 shares |
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Common stock, $.01 par value; authorized: 25,000 shares; issued and outstanding: 15,972 shares at January 25, 2003 and November 2, 2002 |
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160 |
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160 |
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Additional paid-in capital |
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36,627 |
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36,627 |
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Retained earnings |
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4,332 |
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4,680 |
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Accumulated other comprehensive loss |
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(2,008 |
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(2,517 |
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Total stockholders’ equity |
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39,111 |
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38,950 |
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Total Liabilities and Stockholders’ Equity |
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$ |
110,603 |
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$ |
121,955 |
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See accompanying notes to condensed consolidated financial statements.
3
Westaff, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands except per share amounts)
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12 Weeks Ended |
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January
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January
26, |
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Revenues |
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$ |
117,834 |
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$ |
106,993 |
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Costs of services |
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97,463 |
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86,990 |
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Gross profit |
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20,371 |
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20,003 |
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Franchise agents’ share of gross profit |
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3,412 |
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3,130 |
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Selling and administrative expenses |
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15,888 |
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17,761 |
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Depreciation and amortization |
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1,281 |
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1,516 |
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Restructuring charges |
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1,896 |
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Operating loss from continuing operations |
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(210 |
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(4,300 |
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Interest expense |
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465 |
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467 |
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Interest income |
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(52 |
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(112 |
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Loss from continuing operations before income taxes |
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(623 |
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(4,655 |
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Provision (benefit) for income taxes |
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41 |
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(2 |
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Loss from continuing operations |
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