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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 31, 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 9, 2001 there were 7,245,999 shares of Class A Common
Stock and 1,657,194 shares of Class B Common Stock outstanding.
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REMEDYTEMP, INC.
INDEX
PAGE NO.
--------
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 2000 and
October 1, 2000............................................ 3
Consolidated Statements of Income for the three fiscal
months ended December 31, 2000 and January 2, 2000 ........ 4
Consolidated Statements of Cash Flows for the three fiscal
months ended December 31, 2000 and January 2, 2000......... 5
Condensed 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............................................................... 12
* No information provided due to inapplicability of item.
2
3
REMEDYTEMP, INC.
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ASSETS
DECEMBER 31, OCTOBER 1,
2000 2000
------------ ----------
Current assets:
Cash and cash equivalents .......................... $ 1,488 $ 1,084
Accounts receivable, net of allowance for doubtful
accounts of $4,307 and $1,888, respectively ...... 86,570 78,556
Prepaid expenses and other current assets .......... 3,505 4,824
Prepaid workers' compensation insurance ............ 1,471 4,877
Deferred income taxes .............................. 1,825 1,825
-------- --------
Total current assets ........................ 94,859 91,166
-------- --------
Fixed assets, net of accumulated depreciation of
$15,225 and $13,945, respectively ................... 19,618 20,313
Other assets, net ..................................... 2,322 2,491
Deferred income taxes ................................. 129 129
Goodwill, net of accumulated amortization of $478
and $415, respectively .............................. 4,537 4,555
-------- --------
$121,465 $118,654
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................... $ 3,482 $ 3,055
Accrued workers' compensation ...................... 5,212 4,682
Accrued payroll, benefits and related costs ........ 11,491 12,924
Accrued licensees' share of gross profit ........... 3,624 3,657
Other accrued expenses ............................. 4,075 3,865
Income taxes payable ............................... 248 --
-------- --------
Total current liabilities ................... 28,132 28,183
-------- --------
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; 7,246 issued and outstanding at
December 31, 2000 and October 1, 2000 ............. 72 72
Class B Non-Voting Common Stock, $.01 par value;
authorized 4,530 shares; 1,657 issued and
outstanding at December 31, 2000 and
October 1, 2000 ................................... 17 17
Additional paid-in capital ............................ 33,182 33,182
Retained earnings ..................................... 60,062 57,200
-------- --------
Total shareholders' equity .................. 93,333 90,471
-------- --------
Total liabilities and shareholders' equity .. $121,465 $118,654
======== ========
See accompanying notes to consolidated financial statements.
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REMEDYTEMP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
--------------------------
DECEMBER 31, JANUARY 2,
2000 2000
----------- ----------
Direct sales ............................. $ 83,387 $ 83,002
Licensed sales ........................... 65,129 66,136
Franchise royalties ...................... 965 972
-------- ---------
Total revenues .................... 149,481 150,110
Cost of direct sales ..................... 65,885 66,218
Cost of licensed sales ................... 48,935 50,343
Licensees' share of gross profit ......... 11,031 10,665
Selling and administrative expenses ...... 18,032 15,519
Depreciation and amortization ............ 1,409 1,091
-------- ---------
Income from operations ............ 4,189 6,274
Other income:
Interest income (expense), net ......... 72 (162)
Other, net ............................. 210 253
-------- ---------
Income before provision for income taxes . 4,471 6,365
Provision for income taxes ............... 1,609 2,451
-------- ---------
Net income ............................... $ 2,862 $ 3,914
======== =========
Net income per share, basic (Note 2) ..... $ 0.32 $ 0.44
======== =========
Weighted-average number of shares, basic . 8,903 8,860
======== =========
Net income per share, diluted (Note 2) ... $ 0.32 $ 0.44
======== =========
Weighted-average number of shares, diluted 8,923 8,909
======== =========
See accompanying notes to consolidated financial statements.
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REMEDYTEMP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
THREE MONTHS ENDED
------------------------
DECEMBER 31, JANUARY 2,
2000 2000
----------- ----------
Cash flows from operating activities:
Net income ....................................... $ 2,862 $ 3,914
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization .................. 1,406 1,091
Provision for losses on accounts receivable .... 2,316 463
Changes in assets and liabilities:
Accounts receivable ........................ (10,330) (10,807)
Prepaid expenses and other current assets .. 1,319 235
Prepaid workers' compensation insurance .... 3,406 3,821
Other assets ............................... 169 92
Accounts payable ........................... 427 3,609
Accrued workers' compensation .............. 530 38
Accrued payroll, benefits and related costs (1,433) (2,510)
Accrued licensees' share of gross profit ... (33) (1,118)
Other accrued expenses ..................... 210 835
Income taxes payable ....................... 248 2,373
-------- --------
Net cash provided by operating activities ........ 1,097 2,036
-------- --------
Cash flows from investing activities:
Purchase of fixed assets ......................... (648) (2,065)
Purchase of franchises, net of assets acquired ... (45) (1,027)
-------- --------
Net cash used in investing activities ............ (693) (3,092)
-------- --------
Cash flows from financing activities:
Borrowings under line of credit agreement ........ -- 2,000
Repayments under line of credit agreement ........ -- (6,250)
Proceeds from stock option activity .............. -- 38
-------- --------
Net cash used in financing activities ............ -- (4,212)
-------- --------
Net increase (decrease) in cash and cash equivalents 404 (5,268)
Cash and cash equivalents at beginning of period ... 1,084 7,887
-------- --------
Cash and cash equivalents at end of period ......... $ 1,488 $ 2,619
======== ========
Other cash flow information:
Cash paid during the period for interest ......... $ 102 $ 277
Cash paid during the period for income taxes ..... $ 121 $ 78
See accompanying notes to consolidated financial statements.
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REMEDYTEMP, INC.
CONDENSED 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 sheet at December 31, 2000, and
the consolidated statements of income and of cash flows 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 27, 2000.
2. EARNINGS PER SHARE DISCLOSURE
Earnings per share is calculated as follows:
THREE FISCAL MONTHS ENDED
----------------------------------------------------------------------------------
DECEMBER 31, 2000 JANUARY 2, 2000
--------------------------------------- ---------------------------------------
INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS (NUMERATOR) (DENOMINATOR) AMOUNTS
----------- ------------- --------- ----------- ------------- ---------
BASIC EPS
Income available to common
shareholders................... $2,862 8,903 $0.32 $3,914 8,860 $0.44
===== =====
EFFECT OF DILUTIVE SECURITIES
Stock options.................. $ -- 20 $ -- 49
------ ----- ------ -----
DILUTED EPS
Income available to common
shareholders plus assumed
conversions.................... $2,862 8,923 $0.32 $3,914 8,909 $0.44
====== ===== ===== ====== ===== =====
3. REPURCHASE OF LICENSED OFFICES
On December 31, 2000, the Company acquired one licensed office in New
Jersey. Results of operations for the acquired licensed office is 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 licensed
offices been shown as of the beginning of the current and prior year fiscal
periods, the consolidated results would not be significantly different. This
acquisition is accounted for under the purchase accounting method. The combined
purchase price was allocated primarily to goodwill and is being amortized over
an estimated life of twenty years.
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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 made by RemedyTemp Inc.
that involve material risks and uncertainties and are subject to change based on
factors beyond the control of the company (certain of such statements are
identified by use of words such as "anticipate," "believe," "estimate,"
"intend," "expect" or "future"). Accordingly, the company's actual results may
differ materially from those expressed or implied in any such forward-looking
statements as a result of various factors, including without limitation, the
impact of a special charge related to a write-off of a large client's account
receivable, changes in general or local economic conditions, the availability of
sufficient personnel, the company's ability to attract and retain clients and
franchisees/licensees, implementation of the company's new IT systems, the
company's ability to attain cost reductions and other factors described in the
company's filings with the Securities and Exchange Commission regarding risks
affecting the company's financial condition 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 December 31, 2000 Compared to the Three Fiscal
Months Ended January 2, 2000
Total revenues decreased 0.4% or $0.6 million to $149.5 million for the
three fiscal months ended December 31, 2000 from $150.1 million for the three
fiscal months ended January 2, 2000. Direct revenues increased 0.5% to $83.4
million from $83.0 million and licensed revenues decreased 1.5% to $65.1 million
from $66.1 million for the three fiscal months ended December 31, 2000 and
January 2, 2000. Total revenues decreased as a result of increases in direct
revenues stemming from fulfillment, distribution and customer care support
services provided by new clients, offset by decreases in license revenues due to
decreased growth in revenues from existing customers. The decrease in license
revenues from these customers was offset by increase in permanent placement
billings, whereby the Company receives a fee for placing a temporary in a
permanent position. There were no significant changes in the mix between direct,
licensed and royalty revenues. 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, decreased 1.5% or $1.8
million to $114.8 million for the three fiscal months ended December 31, 2000
from $116.6 million for the three fiscal months ended January 2, 2000. This
decrease resulted from decreased revenue growth and lower payroll costs. Total
cost of direct and licensed sales as a percentage of revenues was 76.8% for the
three fiscal months ended December 31, 2000 compared to 77.7% for the three
fiscal months ended January 2, 2000. Many factors, including increased wage
costs 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 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, 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 3.4% or $0.3 million to $11.0 million for the three
fiscal months ended December 31, 2000 from $10.7 million for the three fiscal
months ended January 2, 2000 due to higher license margins resulting from
increased permanent placement billings in the current quarter. Permanent
placement billings have higher gross margins than temporary placement billings.
Selling and administrative expenses increased 16.2% or $2.5 million to
$18.0 million for the three fiscal months ended December 31, 2000 from $15.5
million for the three fiscal months ended January 2, 2000. This increase can be
attributed to costs associated with the implementation and ongoing support of
the Company's new information system, and a non-recurring $1.9 million charge to
provide for a large account receivable account deemed uncollectible.
7
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REMEDYTEMP, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Selling and administrative expenses as a percentage of total revenues
were 12.1% for the three fiscal months ended December 31, 2000 as compared to
10.3% for the three fiscal months ended January 2, 2000. There can be no
assurance that selling 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.
Depreciation and amortization increased 29.1% or $0.3 million to $1.4
million for the three fiscal months ended December 31, 2000 from $1.1 million
for the three fiscal months ended January 2, 2000. This results from the
increased depreciation expense of the Company's new back office information
system, which was placed in service in October 2000.
Income from operations decreased 33.2% or $2.1 million to $4.2 million
for the three fiscal months ended December 31, 2000 from $6.3 million for the
three fiscal months ended January 2, 2000 due to the factors described above.
Income from operations as a percentage of revenues was 2.8% for the three fiscal
months ended December 31, 2000 compared to 4.2% for the three fiscal months
ended January 2, 2000.
Net income decreased 26.9% or $1.0 million to $2.9 million for the three
fiscal months ended December 31, 2000 from $3.9 million for the three fiscal
months ended January 2, 2000 due to the factors described above. Interest
expense decreased as a result of no line of credit borrowings during the current
quarter. Additionally, the Company reduced its effective tax rate as a result of
expected Work Opportunity and Welfare to Work Tax Credits. As a percentage of
total revenues, net income was 1.9% for the three fiscal months ended December
31, 2000 compared to 2.6% for the three fiscal months ended January 2, 2000.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $1.1 million for the three
fiscal months ended December 31, 2000 and $2.0 million for the three fiscal
months ended January 2, 2000. The overall decrease in cash from operating
activities results primarily from the timing of vendor and income tax payments,
offset by lower cash outflows in the current year quarter for payroll and
related costs, as well as licensees' share of gross profit.
Cash used for purchases of fixed assets was $0.6 million for the three
fiscal months ended December 31, 2000 and $2.1 million for the three fiscal
months ended January 2, 2000. The decrease in capital expenditures results from
the completion of the Company's information system implementation in October
2000. 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 $5.0 million.
On December 31, 2000, the Company acquired one licensed office in New
Jersey (see Note 3 to the consolidated financial statements). In the prior
fiscal year, the Company repurchased six licensed offices in Virginia during the
comparative first quarter. 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 licensed 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 an estimated life of twenty years. 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 a revolving line of credit agreement with Bank of
America providing for aggregate borrowings and letters of credit of $40.0
million. The Company has no borrowings outstanding as of December 31, 2000. The
line of credit is unsecured and expires on February 28, 2002. The agreement
governing the line of credit requires the Company to maintain certain financial
ratios and comply with certain restrictive covenants. The Company is in
compliance with these covenants.
8
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REMEDYTEMP, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
The Company may continue evaluating 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.
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. Historically, the second fiscal quarter
shows 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
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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(g)
4.1 Specimen Stock Certificate(a)
4.2 Shareholder Rights Agreement(a)
10.1 Robert E. McDonough, Sr. Employment Agreement, as amended(h)
10.2 Paul W. Mikos Employment Agreement, as amended(k)
10.5 Registration Rights Agreement with R. Emmett McDonough and
Related Trusts(a)
10.6 Alan M. Purdy Change in Control Severance Agreement(j)
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(i)
10.12 Amended and restated RemedyTemp, Inc. 1996 Employee Stock
Purchase Plan(a)
10.13 Form of Franchising Agreement for Licensed Offices(g)
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)
10.22 RemedyTemp, Inc. Deferred Compensation Plan(d)
10.23 Greg Palmer Employment Agreement, as amended(e)
10.24 1998 RemedyTemp, Inc. Deferred Compensation and Stock Ownership
Plan for Outside Directors(f)
10.25 Form of Licensing Agreement for i/search2000(TM)(g)
10.26 Credit Agreement among Bank of America National Trust and Savings
Association and RemedyTemp, Inc.(i)
10
11
-------------
(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 Quarterly Report on Form 10-Q for the quarterly period
ended December 28, 1997. Amendment of Employment Agreement filed with
this quarterly report.
(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 March 29, 1998.
(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 27, 1998.
(h) 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. Amendment of Employment Agreement filed with
this quarterly report.
(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 March 28, 1999.
(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 June 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, Amendment of Employment Agreement filed with
this quarterly report.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter of the
period covered by this Report.
11
12
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, 2001 /s/ GREG PALMER
---------------------------------
Greg Palmer, President and
Chief Executive Officer
February 14, 2001 /s/ ALAN M. PURDY
---------------------------------
Alan M. Purdy
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
12
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(g)
4.1 Specimen Stock Certificate(a)
4.2 Shareholder Rights Agreement(a)
10.1 Robert E. McDonough, Sr. Employment Agreement, as
amended(h)
10.2 Paul W. Mikos Employment Agreement, as amended(k)
10.5 Registration Rights Agreement with R. Emmett McDonough and Related
Trusts(a)
10.6 Alan M. Purdy Change in Control Severance Agreement(j)
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(i)
10.12 Amended and restated RemedyTemp, Inc. 1996 Employee Stock Purchase
Plan(a)
10.13 Form of Franchising Agreement for Licensed Offices(g)
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)
10.22 RemedyTemp, Inc. Deferred Compensation Plan(d)
10.23 Greg Palmer Employment Agreement, as amended(e)
10.24 1998 RemedyTemp, Inc. Deferred Compensation and Stock Ownership Plan
for Outside Directors(f)
10.25 Form of Licensing Agreement for i/search2000(TM)(g)
10.26 Credit Agreement among Bank of America National Trust and Savings
Association and RemedyTemp, Inc.(i)
(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 Quarterly Report on Form 10-Q for the quarterly period ended
December 28, 1997. Amendment of Employment Agreement filed with this
quarterly report.
(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
March 29, 1998.
(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 27, 1998.
(h) 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. Amendment of Employment Agreement filed with this
quarterly report.
(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
March 28, 1999.
(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
June 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, Amendment of Employment Agreement filed with this quarterly
report.