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 April 17, 2004 |
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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
WESTAFF, INC.
(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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(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 May 31, 2004 |
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Common Stock, $.01 par value |
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16,033,229 shares |
INDEX
2
Part I. Financial Information
Item 1. Financial Statements
Westaff, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands except per share amounts)
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April 17, |
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November
1, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
1,809 |
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$ |
4,759 |
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Trade accounts receivable, less allowance for doubtful accounts of $827 and $1,067 |
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71,415 |
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74,564 |
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Income taxes receivable |
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536 |
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536 |
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Prepaid expenses |
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2,774 |
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2,833 |
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Other current assets |
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1,211 |
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1,741 |
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Total current assets |
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77,745 |
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84,433 |
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Property and equipment, net |
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9,966 |
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12,569 |
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Goodwill, net |
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11,754 |
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11,687 |
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Other long-term assets |
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10,830 |
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4,458 |
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Total Assets |
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$ |
110,295 |
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$ |
113,147 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Borrowing under revolving credit facilities |
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$ |
19,311 |
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$ |
25,410 |
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Current portion of capital lease obligations |
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447 |
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432 |
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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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2,169 |
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2,013 |
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Accrued expenses |
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37,064 |
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34,086 |
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Income taxes payable |
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387 |
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626 |
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Net liabilities of discontinued operations |
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437 |
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629 |
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Total current liabilities |
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60,815 |
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63,196 |
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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 capital lease obligations |
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377 |
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590 |
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Other long-term liabilities |
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11,712 |
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11,905 |
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Total liabilities |
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74,904 |
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77,691 |
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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 Common stock, $.01 par value; authorized: 25,000 shares; issued and outstanding: 16,033 shares at April 17, 2004 and 16, 015 shares at November 1, 2003 |
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160 |
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160 |
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Additional paid-in capital |
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36,737 |
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36,706 |
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Accumulated retained deficit |
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(1,185 |
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(448 |
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Accumulated other comprehensive loss |
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(321 |
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(962 |
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Total stockholders’ equity |
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35,391 |
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35,456 |
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Total Liabilities and Stockholders’ Equity |
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$ |
110,295 |
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$ |
113,147 |
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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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24 Weeks Ended |
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April 17, |
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April 19, |
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April 17, |
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April 19, |
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Revenue |
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$ |
131,172 |
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$ |
116,442 |
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$ |
253,656 |
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$ |
234,275 |
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Costs of services |
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109,187 |
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96,632 |
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211,024 |
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194,095 |
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Gross profit |
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21,985 |
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19,810 |
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42,632 |
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40,180 |
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Franch | |||||||||||||