REMEDYTEMP FORM 10-Q

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TF5Eaaf5vXwr7yLLD5jJ/oam0JPoqoVnPq124RXkIUgtfVhNr9RcyogU9fdVtQK7 D6FLbp5Ovxy6EfNAnocmOQ== 0001193125-03-033991.txt : 20030814 0001193125-03-033991.hdr.sgml : 20030814 20030812121803 ACCESSION NUMBER: 0001193125-03-033991 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20030629 FILED AS OF DATE: 20030812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMEDYTEMP INC CENTRAL INDEX KEY: 0001013467 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 952890471 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20831 FILM NUMBER: 03836622 BUSINESS ADDRESS: STREET 1: 101 ENTERPRISE CITY: SLISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 9494257600 MAIL ADDRESS: STREET 1: 101 ENTERPRISE CITY: ALISO VIEJO STATE: CA ZIP: 92656 10-Q 1 d10q.htm REMEDYTEMP FORM 10-Q REMEDYTEMP FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

		For the Quarterly Period Ended June 29, 2003

		or

o		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 Incorporation or organization)		(I.R.S. Employer 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 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 x

As of August 11, 2003 there were 8,751,687 shares of Class A Common Stock and 911,233 shares of Class B Common Stock outstanding.

INDEX

	Page No.

PART I— FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets as of June 29, 2003 (unaudited) and September 29, 2002	3

Consolidated Statements of Income for the three fiscal months and nine fiscal months ended June 29, 2003 and June 30, 2002 (unaudited)	4

Consolidated Statements of Cash Flows for the nine fiscal months ended June 29, 2003 and June 30, 2002 (unaudited)	5

Condensed Notes to Consolidated Financial Statements (unaudited)	6

Item 2. Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations	10

Item 3. Quantitative and Qualitative Disclosure About Market Risk	19

Item 4. Controls and Procedures	19

PART II— OTHER INFORMATION

Item 1. Legal Proceedings	20

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	22

SIGNATURES	24

* No information provided due to inapplicability of item.

RemedyTemp, Inc.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except per share amounts)

	June 29, 2003 (unaudited)			September 29, 2002

ASSETS
Current assets:
Cash and cash equivalents	$	15,012		$	26,101
Investments		17,981			23,021
Accounts receivable, net of allowance for doubtful accounts of $2,262 and $1,913, respectively		55,490			61,724
Prepaid expenses and other current assets		4,855			5,745
Deferred and current income taxes		8,957			5,229

Total current assets		102,295			121,820
Fixed assets, net		14,531			16,268
Restricted cash and investments		21,562			—
Other assets		1,702			2,035
Intangible assets, net of accumulated amortization of $232 and $24, respectively		1,643			10
Goodwill		2,216			4,283
Deferred income taxes		5,122			2,167

Total Assets	$	149,071		$	146,583

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,186		$	3,151
Accrued workers’ compensation (current portion)		11,660			14,534
Accrued payroll, benefits and related costs		14,573			13,787
Accrued licensees’ share of gross profit		2,133			2,866
Other accrued expenses		2,734			3,621

Total current liabilities		37,286			37,959
Accrued workers’ compensation (noncurrent portion)		12,933			5,601

Total liabilities		50,219			43,560
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; 8,630 and 8,142 issued and outstanding at June 29, 2003 and September 29, 2002, respectively		86			82
Class B Non-Voting Common Stock, $.01 par value; authorized 4,530 shares; 1,008 and 1,253 issued and outstanding at June 29, 2003 and September 29, 2002, respectively		10			13
Additional paid-in capital		42,418			39,923
Unearned compensation		(6,177	)		(4,728	)
Retained earnings		62,515			67,733

Total shareholders’ equity		98,852			103,023

Total Liabilities and Shareholders’ Equity	$	149,071		$	146,583

See accompanying notes to consolidated financial statements.

RemedyTemp, Inc.

CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share amounts)

(unaudited)

	Three Fiscal Months Ended					Nine Fiscal Months Ended

	June 29, 2003			June 30, 2002		June 29, 2003			June 30, 2002

Direct sales	$	74,135		$	69,311	$	217,703		$	198,944
Licensed franchise sales		44,361			48,112		136,494			138,863
Franchise royalties		337			376		1,253			1,314
Initial franchise fees		5			—		17			6

Total revenues		118,838			117,799		355,467			339,127
Cost of direct sales		62,122			57,635		184,680			162,973
Cost of licensed franchise sales		35,279			37,811		108,771			107,966
Licensees’ share of gross profit		6,002			6,984		18,363			20,968
Selling and administrative expenses		16,327			13,900		47,841			42,659
Depreciation and amortization		1,547			1,346		4,052			4,072

(Loss) income from operations		(2,439	)		123		(8,240	)		489
Other income:
Interest income, net		135			220		537			620
Other, net		158			188		532			684

(Loss) income before income taxes		(2,146	)		531		(7,171	)		1,793
(Benefit from) provision for income taxes		(1,711	)		11		(4,374	)		390

(Loss) income before cumulative effect of adoption of a new accounting standard		(435	)		520		(2,797	)		1,403
Cumulative effect of adoption of a new accounting standard, net of income taxes of $1,634		—			—		(2,421	)		—

Net (loss) income	$	(435	)	$	520	$	(5,218	)	$	1,403

Earnings per share – basic:
(Loss) income before cumulative effect of adoption of a new accounting standard	$	(0.05	)	$	0.06	$	(0.31	)	$	0.16
Cumulative effect of adoption of a new accounting standard, net of incomes taxes		—			—		(0.27	)		—

Net (loss) income – basic	$	(0.05	)	$	0.06	$	(0.58	)	$	0.16

Earnings per share – diluted:
(Loss) income before cumulative effect of adoption of a new accounting standard	$	(0.05	)	$	0.06	$	(0.31	)	$	0.15
Cumulative effect of adoption of a new accounting standard, net of incomes taxes		—			—		(0.27	)		—

Net (loss) income – diluted	$	(0.05	)	$	0.06	$	(0.58	)	$	0.15

See accompanying notes to consolidated financial statements.

RemedyTemp, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)

(unaudited)

	Nine Fiscal Months Ended

	June 29, 2003			June 30, 2002

Cash flows from operating activities:
Net (loss) income	$	(5,218	)	$	1,403
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Cumulative effect of adoption of a new accounting standard, net of income taxes		2,421			—
Depreciation and amortization		4,052			4,072
Provision for losses on accounts receivable		1,142			1,047
Restricted stock compensation expense		935			551
Changes in assets and liabilities:
Trading investments		(634	)		(472	)
Accounts receivable		5,092			6,154
Prepaid expenses and other current assets		890			(2,483	)
Other assets		333			573
Accounts payable		3,035			(526	)
Accrued workers’ compensation		4,458			5,250
Accrued payroll, benefits and related costs		786			1,125
Accrued licensees’ share of gross profit		(733	)		(425	)
Other accrued expenses		(887	)		(248	)
Deferred and current income taxes		(5,049	)		(1,748	)

Net cash provided by operating activities		10,623			14,273

Cash flows from investing activities:
Purchase of fixed assets		(2,108	)		(2,588	)
Purchase of available-for-sale investments		(23,959	)		(22,462	)
Proceeds from maturity of available-for-sale investments		15,000			6,355
Increase in restricted cash		(6,929	)		—
Acquisitions of franchises		(3,828	)		(1,562	)

Net cash used in investing activities		(21,824	)		(20,257	)

Cash flows from financing activities:
Proceeds from stock option activity		—			419
Proceeds from stock purchase plan activity		112			57

Net cash provided by financing activities		112			476

Net decrease in cash and cash equivalents		(11,089	)		(5,508	)
Cash and cash equivalents at beginning of period		26,101			37,362

Cash and cash equivalents at end of period	$	15,012		$	31,854

Other cash flow information:
Cash paid during the period for interest	$	207		$	159
Cash paid during the period for income taxes	$	675		$	2,215

See accompanying notes to consolidated financial statements.

RemedyTemp, Inc.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts)

(unaudited)

1. Basis of Presentation

The consolidated financial statements include the accounts of RemedyTemp, Inc. and its wholly-owned subsidiaries (collectively referred to herein as the “Company” or “Remedy”). These financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited consolidated financial statements contain all material adjustments (consisting of only normal, recurring adjustments) necessary to fairly state the financial position of the Company as of June 29, 2003, and its results of operations and cash flows for the thirty-nine weeks ended June 29, 2003 and June 30, 2002. All significant intercompany accounts and transactions have been eliminated in consolidation. As permitted under the applicable rules and regulations of the SEC, these financial statements do not include all disclosures and footnotes normally included with annual consolidated financial statements and, accordingly, should be read in conjunction with the consolidated financial statements, and the notes thereto, included in the Company’s Annual Report on Form 10-K filed with the SEC on December 30, 2002 for the year ended September 29, 2002. The results of operations for the nine fiscal months ended June 29, 2003 may not be indicative of the results of operations that can be expected for the full year. Certain prior year balances have been reclassified to conform to the current year presentation.

2. Earnings Per Share Disclosure

Earnings per share are calculated as follows:

	Three Fiscal Months Ended					Nine Fiscal Months Ended

	June 29, 2003			June 30, 2002		June 29, 2003			June 30, 2002

Numerator:
(Loss) income before cumulative effect of adoption of a new accounting standard	$	(435	)	$	520	$	(2,797	)	$	1,403
Cumulative effect of adoption of a new accounting standard, net of income taxes		—			—		(2,421	)		—

Net (loss) income	$	(435	)	$	520	$	(5,218	)	$	1,403

Denominator:
Basic -weighted average common shares outstanding		9,048			8,990		9,042			8,966
Dilutive effect of stock options and restricted stock		—			200		—			101

Diluted -weighted average common shares outstanding		9,048			9,190		9,042			9,067

Earnings per share -Basic:
(Loss) income before cumulative effect of adoption of a new accounting standard	$	(0.05	)	$	0.06	$	(0.31	)	$	0.16
Cumulative effect of adoption of a new accounting standard, net of income taxes		—			—		(0.27	)		—

Net (loss) income -basic	$	(0.05	)	$	0.06	$	(0.58	)	$	0.16

Earnings per share -Diluted:
(Loss) income before cumulative effect of adoption of a new accounting standard	$	(0.05	)	$	0.06	$	(0.31	)	$	0.15
Cumulative effect of adoption of a new accounting standard, net of income taxes		—			—		(0.27	)		—

Net (loss) income -diluted	$	(0.05	)	$	0.06	$	(0.58	)	$	0.15

RemedyTemp, Inc.

Potential common shares (including applicable outstanding options, restricted shares and shares in trust) of 1,404 and 164 for the three fiscal months ended June 29, 2003 and June 30, 2002, respectively, and 1,197 and 318, for the nine fiscal months then ended, respectively, have been excluded from the calculation of diluted shares because the effect of their inclusion would be anti-dilutive.

3. Cumulative Effect of Adoption of a New Accounting Standard

The Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” effective September 30, 2002. SFAS No. 142 eliminates the amortization of goodwill. Instead, goodwill is reviewed for impairment upon adoption, and at least annually thereafter, using a two-step process. In connection with the initial impairment tests, the Company obtained valuations of its individual reporting units from an independent third-party valuation firm. The valuation methodologies considered included analyses of discounted cash flows at the reporting unit level, guideline publicly traded company multiples and comparable transactions. As a result of these impairment tests, during the second quarter of fiscal 2003, the Company recorded a non-cash charge of $2,421, net of income taxes of $1,634, to reduce the carrying value of the goodwill to its implied fair value in accordance with SFAS No. 142. This charge is reflected as a cumulative effect of adoption of a new accounting standard in the Company’s consolidated statements of income.

In accordance with SFAS No. 142, no amortization of goodwill was recorded for the three and nine fiscal months ended June 29, 2003. For the three and nine fiscal months ended June 30, 2002, the Company recorded goodwill amortization of $65 and $193, respectively. Excluding this amortization expense and the related tax impact, net income for the three and nine fiscal months ended June 30, 2002 would have been $559, or $0.06 per diluted share, and $1,518, or $0.17 per diluted share, respectively.

4. Purchase of Franchised Operations

From time to time, the Company may selectively purchase traditional and licensed franchise operations for strategic reasons, including to facilitate its expansion plans of increased market presence in identified geographic regions. In March 2003, the Company acquired a large licensed franchise operation in Tennessee consisting of several office locations throughout the state. Results of operations for the acquired licensed operations are recorded in accordance with the Company’s related 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 franchise operation been shown as of the beginning of the current and preceding fiscal years, the consolidated financial results would not be significantly different. The purchase price of $3,786 will be allocated to the assets acquired (including identifiable intangible assets) and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company is currently analyzing the purchase price allocation and expects to finalize the allocation during the fourth fiscal quarter of 2003.

5. Workers’ Compensation

Remedy provides workers’ compensation insurance to its temporary associates and to its colleagues. Effective April 1, 2001 and for workers’ compensation claims originating in the majority of states, the Company has contracted with independent, third-party carriers for workers’ compensation insurance and claims administration. Each annual contract covers all workers’ compensation claim costs greater than a specified deductible amount, on a “per occurrence” basis. The Company is self-insured for its deductible liability ($250 per individual claim incurred from April 1, 2001 to March 31, 2002 and $500 for all subsequent claims). The insurance carrier is responsible for incremental losses in excess of the applicable deductible amount.

Remedy establishes a reserve for the estimated remaining deductible portion of its workers’ compensation claims, representing the estimated ultimate cost of claims and related expenses that have been reported but not settled, and that have been incurred but not reported. The estimated ultimate cost of a claim is determined by applying actuarially determined loss development factors to current claims information. These development factors are determined based upon a detailed actuarial analysis of historical claims experience of both the Company and the staffing industry. The Company periodically updates the actuarial analysis supporting the development factors utilized and revises those development factors, as necessary. Adjustments to the claims reserve are charged or credited to expense in the periods in which they occur. The estimated remaining deductible liability under the aforementioned contracts as of June 29, 2003 is approximately $19,274.

RemedyTemp, Inc.

The Company is contractually required to collateralize its remaining obligation under each of these workers’ compensation insurance contracts through use of irrevocable letters of credit, pledged securities (cash and investments) or a combination thereof. The level and type of collateral required for each policy year is determined by the insurance carrier at the inception of the policy year and may be modified periodically. As of June 29, 2003, the Company has outstanding letters of credit and pledged securities totaling $21,911 and $21,562, respectively. The pledged securities are restricted while the Company’s remaining obligations under the workers’ compensation program are outstanding and cannot be used for general corporate purposes. Accordingly, the Company has classified these pledged securities as restricted in the accompanying consolidated balance sheets.

The Company also has an aggregate $5,319 liability recorded at June 29, 2003 for additional premiums due under previous guaranteed cost policies and for premiums due under current policies in states where the Company is statutorily required to participate in the state managed workers’ compensation fund.

From July 22, 1997 through March 31, 2001, the Company had a fully insured workers’ compensation program with Reliance National Insurance Company (“Reliance”). Subsequent to March 31, 2001 (the end of Company’s final policy year with Reliance), Reliance became insolvent and is currently in liquidation. The Company is in litigation with the California Insurance Guaranty Association regarding financial responsibility for all remaining open claims under the Reliance workers’ compensation program as discussed in Note 8.

6. Office Closures

The Company’s strategic plan focuses on increasing the percentage of business from higher margin service lines, increasing sales through targeted sales force and distribution channel expansion, and enhancing operating margins through continuous productivity improvements. As a result, and given overall industry and market conditions, the Company is continually reassessing its current operating structure. Consequently, during the third quarter of fiscal 2003, the Company implemented plans to close or consolidate certain company-owned offices, specifically those that were under-performing or primarily dedicated to recruiting activities. During the third quarter of fiscal 2003, the Company recorded a $534 charge for anticipated costs in connection with these plans, including $406 related to contractual lease obligations and $128 in aggregate for severance benefits, fixed asset disposals and other costs associated with these office closures. The $534 charge is included in selling and administrative expenses in the Company’s consolidated statements of income. At June 29, 2003, the remaining liability resulting from this charge is $284 and relates to estimated losses on subleases and the remaining net lease payments on closed locations that will be paid out through fiscal 2006. In connection with the continued execution of its strategic plan during the fourth quarter of fiscal 2003, the Company expects to incur some additional charges related to further office closures and workforce reductions.

7. Restricted Stock Awards

During fiscal 2003, the Leadership Development and Compensation Committee of the Board of Directors authorized the issuance of 295 additional shares of restricted Class A Common Stock to certain officers of the Company (the “Restricted Stock”) under the Company’s 1996 Stock Incentive Plan. These shares have no purchase price and cliff vest after five years. However, the Restricted Stock is subject to accelerated vesting after three years if certain performance goals are achieved. All unvested Restricted Stock shall be forfeited upon voluntary termination or termination for cause. Upon retirement or involuntary termination for other than cause, 20% vests one year from the grant date with the remaining unvested shares vesting at 1.66% each month thereafter. Based upon the fair market value of its Class A Common Stock on the respective grant dates, the Company recorded unearned compensation totaling $3,222 during the first half of fiscal 2003, as a component of shareholders’ equity, in connection with the Restricted Stock grants. The unearned compensation is currently being amortized and charged to operations over the initial five-year vesting period. During fiscal 2003, 63 shares of previously issued restricted stock were forfeited.

8. Litigation

RemedyTemp, Inc.

practices, and restitution and equitable relief. The plaintiffs claim that Remedy wrongfully induced its franchisees into signing franchise agreements and breached the agreements, thus causing the franchisees damage. Remedy has sought to compel arbitration with the plaintiffs in accordance with its franchise agreement with each of them and to deny class certification. Remedy believes it has meritorious defenses to the allegations contained in this complaint and intends to defend this action with vigor. Remedy has filed a counterclaim in arbitration with the American Arbitration Association alleging, among other things, breach of contract. At this time management is unable to give an estimate as to the amount or range of potential loss, if any, which might result to the Company if the outcome in this matter were unfavorable.

In early 2002, the California Insurance Guarantee Association (“CIGA”) began making efforts to join some of the Company’s customers and their workers’ compensation insurance carriers (collectively, “Customers”), in pending workers’ compensation claims filed by Remedy’s employees as a result of the liquidation of Remedy’s former carrier, Reliance. At the time of these injuries, from July 22, 1997 through March 31, 2001, Remedy was covered by workers’ compensation policies issued by Reliance. The Company believes that, under California law, CIGA is responsible for Reliance’s outstanding liabilities. Remedy initiated legal proceedings against CIGA in both Superior Court for the State of California, County of Los Angeles and the California Workers’ Compensation Appeals Board (“WCAB”) on February 15, 2002 and February 26, 2002, respectively. On April 5, 2002, the WCAB granted Remedy’s motion and consolidated the various workers’ compensation claims in which CIGA tried to join Remedy’s Customers. The WCAB also granted Remedy’s motion to stay CIGA’s efforts to join Remedy’s Customers in those claims. The WCAB selected a single test case from the consolidated pending cases to review and decide on the legal issues involved (i.e., whether it is proper for CIGA to join Remedy’s Customers in the pending claims). The trial occurred on September 20, 2002. The WCAB Administrative Law Judge ruled in favor of CIGA and dismissed it from the lawsuit, thus allowing the pending workers’ compensation matters to proceed against the Company’s Customers and their insurance carriers. Remedy then filed a motion for reconsideration of the decision by the WCAB Administrative Law Judge to the entire WCAB. On March 28, 2003, the entire WCAB affirmed the ruling of the Administrative Law Judge and as a result, the Company filed an appeal of this matter to the California Court of Appeals in May 2003. The WCAB continued the “stay” in effect since April 5, 2002, thus preventing CIGA from proceeding until the appeals process has been exhausted. Management remains confident, based upon the advice from outside counsel, that its position on this issue will ultimately prevail and, accordingly, the Company will suffer no loss.

Despite the Company’s determination to pursue the review process, there can be no assurance that further review will be granted, or of ultimate success in the overturning the WCAB decision. In the event of an unfavorable outcome, Remedy expects that it may reimburse its clients for actual losses incurred as a result of an unfavorable ruling in this matter. If CIGA is permitted to join Remedy’s Customers, thus triggering the client’s insurance carriers obligation to pay for the claims, the exposure to Remedy becomes a function of the ultimate claims’ losses and the impact of such claims, if any, on the clients’ insurance coverage. At this time, Remedy is unable to obtain reliable current data from the trustee for Reliance regarding outstanding claims and is also unable to ascertain the specific details regarding the insurance coverage of its affected clients and the impact of an unfavorable ruling on such coverage. Accordingly, the Company believes that at this time, a range of loss cannot be reasonably estimated. Management does believe that its exposure in this matter, should CIGA prevail, would likely be material to the Company’s consolidated statements of income. To provide a historical reference regarding the claims incurred during the applicable period, the estimated remaining unpaid liability for such claims as of September 30, 2001 was approximately $17,000-$19,000, based upon an actuarial analysis of Remedy’s workers’ compensation claims history performed by a third party actuary. There are inherent limitations in the actuarial process given the significant judgment required in estimating the ultimate developed cost of the claims. As such, this amount could have differed if different assumptions had been utilized. Additionally, this amount was based upon information through September 30, 2001 and could materially differ from an estimate based upon current claims information. Further, as stated above, the Company cautions that: (i) it believes the Company’s exposure in this matter is not the remaining claims liability, but rather a function of the impact of such claims, if any, on the client’s insurance costs; and (ii) it expects to ultimately prevail in this matter and that it will suffer no loss.

From time to time, the Company becomes a party to other litigation incidental to its business and operations. The Company maintains insurance coverage that management believes is reasonable and prudent for the business risks that the Company faces. Based on current available information, management does not believe the Company is party to any legal proceedings that are likely to have a material adverse effect on the Company.

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, including, but not limited to, those related to the growth and strategies, future operating results and financial position as well as economic and market events and trends of the Company. All forward-looking statements made by the Company, including such statements herein, include 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,” “plan,” “expect,” “will” or “future”). Accordingly, the Company’s actual results and financial position may differ materially from those expressed or implied in any forward-looking statements as a result of various factors, including, without limitation, the success of certain cost reduction efforts, the performance of the RemX® division, the Company’s ability to realize improvements in the months ahead, changes in general or local economic conditions that could impact the Company’s expected financial results, the availability of sufficient personnel, various cost relating to temporary workers and personnel, the Company’s ability to expand its sales capacity and channels, to open new points of distribution and expand in core geographic markets, to attract and retain clients and franchisees/licensees, the outcome of litigation, software integration and implementation, 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.

Operations

The Company’s revenues are derived from Company-owned offices (direct sales) and independently-managed franchise offices (licensed sales and franchise royalties).

Independently-managed franchised offices have been an important element of the Company’s growth strategy for more than a decade. Such offices have enabled the Company to expand into new markets with qualified franchisees without significant capital expenditures. The majority of the Company’s offices outside California are independently-managed franchises. Franchise agreements generally have ten-year terms and are renewable for successive five-year or ten-year terms, depending upon when such agreements originated. Such agreements cover exclusive geographic territories and contain minimum performance standards. The Company’s franchise agreements are structured in either a “traditional” franchise format or a “licensed” franchise format. Currently, the Company only offers “licensed” franchises to new prospects.

Under the Company’s traditional franchise agreements, the traditional franchisee pays all lease and working capital costs relating to its office, including funding payroll and collecting clients’ accounts. The traditional franchisee has the direct contractual relationship with customers, holds title to the related customer receivables and is the legal employer of the temporary employees. Generally, traditional franchisees pay the Company an initial franchise fee and continuing franchise fees, or royalties, equal to 7% of its gross billings. Royalty fees are reduced when the franchisee serves a national client as these clients typically have lower margins. The Company processes payroll and invoices clients, and the franchisee employs all management staff and temporary personnel affiliated with its office. The Company provides training, the right to use the Company’s service marks, trademarks and business model, proprietary computer programs and operational support.

The Company moved from the traditional franchise to the licensed franchise format to exercise more control over the collection and tracking of the receivables of the independently-managed offices and to enable the Company to grow without being limited by the financial resources of traditional franchisees. Under the Company’s licensed franchise agreement, the licensee pays the Company an initial franchise fee, pays all lease and operating costs relating to its office and employs all management staff affiliated with its office. The licensed franchise format differs from the traditional franchise format in that the Company employs all temporary personnel affiliated with the office. The Company has the direct contractual relationship with the customers, holds title to the related customer receivables and is the legal employer of the temporary employees. Therefore, the Company funds payroll, collects clients’ accounts receivable and remits to the licensee 60%-70% of the office’s gross profit, based upon the level of hours billed during the licensee’s contract year. However, the Company’s share of the licensee’s gross profit, representing its continuing franchise fees, is generally not less than 7.5% of the licensee’s gross billings, with the exception of national accounts on which the Company’s fee is reduced to compensate for lower gross margins.

RemedyTemp, Inc.

Results of Operations

For the Three Fiscal Months Ended June 29, 2003 Compared to the Three Fiscal Months Ended June 30, 2002

Total revenues increased 0.9%, or $1.0 million, to $118.8 million for the three fiscal months ended June 29, 2003 from $117.8 million for the three fiscal months ended June 30, 2002. Direct revenues increased 7.0% to $74.1 million from $69.3 million, licensed franchise revenues decreased 7.8% to $44.4 million from $48.1 million and traditional franchise royalties decreased 10.4% to $0.3 million from $0.4 million for the three fiscal months ended June 29, 2003 and June 30, 2002, respectively.

While the modest year-over-year total revenue growth is a continuation of a trend experienced in recent quarters, the sluggishness in the U.S. economy continues to adversely impact the Company’s operations. As a result, the Company’s strategic plan focuses on accelerating a mix shift from lower margin light industrial business to higher margin clerical and specialty staffing placements. While the light industrial sector will continue to play an important role in the Company’s overall business strategy, the Company will continue to exit unprofitable accounts and exercise greater client selectivity in this sector given the overall lower margins generated from these accounts. From a geographic perspective, the Company’s strategic plan and associated expansion efforts include increasing the proportion of revenue generated from business outside of California to increase its national presence and mitigate the impact of rising unemployment insurance and workers’ compensation costs within California. The Company’s overall revenue mix in the third quarter of fiscal 2003 reflects the initial execution of this strategic plan. The Company’s revenues from its company-owned RemX® specialty staffing division comprised 3.7% of total revenues in the current year third fiscal quarter as compared to 1.0% in the preceding year. The renewed emphasis on clerical business resulted in an overall 9.9% increase in clerical sales in the current year. Clerical sales increased to 29.8% of total revenues in the current year third fiscal quarter from 27.4% in the prior year. Light industrial revenues decreased 6.5% year-over-year to 66.1% of total revenues from 71.3% in the prior year, as a result of the mix shift and increased selectivity previously discussed, as well as limited economic improvement overall. Additionally, revenue generated in California decreased to 42.7% of total revenues as compared to 45.8% in the prior year third quarter.

The mix between direct revenues, licensed franchise revenues and traditional franchise royalties continued to shift with direct revenues accounting for 62.4% of total revenues for the three months ended June 29, 2003 as compared to 58.8% for the three months ended June 30, 2002. This shift resulted primarily from i) fewer licensed franchise offices in the current year as a result of the acquisition of a licensed franchise during the second quarter of fiscal 2003 (see Note 4 to the Consolidated Financial Statements), closures related to reduced business and the non-renewal of expired licensed franchisee agreements, and ii) incremental revenues generated from new Company-owned traditional and specialty staffing offices, as discussed below. This overall shift in mix is consistent with the Company’s long-term strategy of generating a higher proportion of its overall revenues from its Company-owned offices. As the Company continues implementing its strategic plan,

During the second quarter of fiscal 2002, the Company launched its financial specialty staffing division RemX® Financial Staffing and since then has opened 14 Company-owned financial staffing offices, including 5 in fiscal 2003. RemX® Financial Staffing is exclusively a Company-owned operation. Additionally, the Company opened several other Company-owned offices since the prior year in various target markets and has either closed or consolidated certain under- performing locations (see Note 6 to the Consolidated Financial Statements). In connection with the continued execution of its strategic plan, the Company will continue to strategically evaluate its existing and target markets and intends to continue to open additional offices where market conditions appear favorable and to consolidate under-utilized offices as deemed appropriate. The Company’s ability to increase revenues depends significantly on its ability to continue to attract new clients, retain existing clients, open new offices, find and retain licensed franchisees and Company-owned office managers and manage newly opened offices to maturity. There can be no assurance that the Company’s revenues will increase.

Total cost of direct and licensed franchise sales, which consists of wages and other expenses related to the temporary associates, increased 2.0%, or $2.0 million, to $97.4 million for the three fiscal months ended June 29, 2003 from $95.4 million for the three fiscal months ended June 30, 2002. Total cost of direct and licensed sales as a percentage of revenues was 82.0% for the three fiscal months ended June 29, 2003 compared to 81.0% for the three fiscal months ended June 30, 2002. This overall reduction in margin is a continued trend resulting from i) sharp increases in state unemployment insurance costs, ii) increased workers’ compensation costs and iii) lower markups resulting from the continued pricing pressures experienced throughout the staffing industry as a result of current economic conditions. These factors were

RemedyTemp, Inc.

offset by increased permanent placement billings, whereby the Company earns a fee for placing a temporary associate in a permanent position. As previously discussed, the Company’s strategic plan includes shifting its business mix towards higher margin service lines and increasing geographic dispersion to enhance profitability in light of current economic conditions. However, many factors, including increased wage costs or other employment expenses, could continue to adversely affect the Company’s cost of direct and licensed franchise sales.

Licensees’ share of gross profit represents the net payments to licensed franchisees based upon a percentage of gross profit generated by the licensed franchise operations, as previously discussed. Licensees’ share of gross profit decreased 14.1%, or $1.0 million, to $6.0 million for the three fiscal months ended June 29, 2003 from $7.0 million for the three fiscal months ended June 30, 2002 due to an overall 11.8% decrease in licensed gross profits resulting from the factors previously discussed, along with decreased permanent placement billings for which a licensed franchisee typically earns a larger percentage of the related gross margin. Licensees’ share of gross profit as a percentage of licensed gross profit was 66.1% for the three fiscal months ended June 29, 2003 as compared to 67.8% for the three fiscal months ended June 30, 2002.

Selling and administrative expenses increased 17.5%, or $2.4 million, to $16.3 million for the three fiscal months ended June 29, 2003 from $13.9 million for the three fiscal months ended June 30, 2002. Several factors contributed to this overall increase including the Company’s continued investment in its revenue-generating projects, specifically the RemX® speciality staffing division and related office openings, as well as the Company’s national expansion efforts in targeted geographic locations. Additionally, and as discussed in Note 6 to the Consolidated Financial Statements, the Company closed or consolidated several under-performing offices during the third quarter of fiscal 2003 resulting in a $0.5 million charge for the related remaining lease obligations, severance benefits and other associated costs. The Company also experienced increased legal fees, group health insurance costs, general insurance costs and consulting services costs ($1.1 million combined). The benefits realized from the Company’s ongoing cost containment efforts, as well as decreased bad debt expense and the favorable outcome of a legal matter, mitigated the impact of these incremental costs. As previously discussed, the Company remains diligent in its efforts to enhance productivity and increase operational efficiency in a cost-effective manner. Selling and administrative expenses as a percentage of total revenues were 13.7% for the three fiscal months ended June 29, 2003 as compared to 11.8% for the three fiscal months ended June 30, 2002. 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. In connection with the continued execution of its strategic plan during the fourth quarter of fiscal 2003, the Company expects to incur some additional charges related to further office closures and operational improvements. Increases in selling and administrative expenses could adversely affect the Company’s profitability.

Depreciation and amortization increased 14.9%, or $0.2 million, to $1.5 million for the three fiscal months ended June 29, 2003 from $1.3 million for the three fiscal months ended June 30, 2002. This resulted from the write-off of certain non-strategic fixed assets and incremental amortization expense from identifiable intangible assets resulting from the franchise acquisition in March 2003 (see Note 4 to the Consolidated Financial Statements). These increases were offset by the impact of older computer equipment becoming fully depreciated, controlled levels of new capital expenditures and the discontinuation of goodwill amortization in the current year in connection with its initial adoption of SFAS No. 142.

The Company’s loss from operations of $2.4 million for the three fiscal months ended June 29, 2003 as compared to the operating income of $0.1 million generated in the three fiscal months ended June 30, 2002 as a result of the factors described above.

The Company incurred a net loss of $0.4 million for the three fiscal months ended June 29, 2003 as compared to net income of $0.5 million income for the three fiscal months ended June 30, 2002 due to the factors described above, reduced net interest income and changes in the Company’s effective tax rate (as discussed below).

The Company’s overall annual effective tax rate reflects the expected benefit generated from Federal Work Opportunity and Welfare to Work Tax Credits. The Internal Revenue Code provides these wage based tax credits to companies that employ personnel meeting certain defined eligibility criteria. The Company has proactively implemented programs to recruit and place eligible associates in order to maximize the tax credits available. When determining its annual effective tax rate, the Company considers the effect of expected Work Opportunity and Welfare to Work Tax Credits. The estimated annual effective tax rate is revised quarterly based upon actual operating results, the tax credit earned to date as well as current annual projections. The cumulative impact of any change in the estimated annual effective tax rate is recognized in the period the change in estimate occurs. While the Company has an operating loss in

RemedyTemp, Inc.

fiscal 2003 for financial reporting purposes, the Company anticipates reporting taxable income in its tax returns based upon timing differences between book and tax treatment of various financial statement components. As such, the Company expects to fully utilize the tax credits generated and has therefore reflected the expected benefit in its effective tax rate. The administrative costs associated with securing these tax credits are included in selling and administrative expenses and contribute to the increased consulting costs noted above.

For the Nine Fiscal Months Ended June 29, 2003 Compared to the Nine Fiscal Months Ended June 30, 2002

Total revenues increased 4.8%, or $16.3 million, to $355.5 million for the nine fiscal months ended June 29, 2003 from $339.1 million for the nine fiscal months ended June 30, 2002. Direct revenues increased 9.4% to $217.7 million from $198.9 million, licensed franchise revenues decreased 1.7% to $136.5 million from $138.9 million and traditional franchise royalties decreased 4.6% to $1.3 million for the nine fiscal months ended June 29, 2003 and June 30, 2002, respectively. This modest overall revenue growth is a positive trend; however, the sluggishness in the economy continues to impact the Company’s operations. Accordingly, and as previously discussed, the Company’s strategic plan focuses on revenue growth and improved profitability through targeted expansion efforts and a shift in overall mix towards higher margin business. The execution of this strategy is underway; however, the Company’s ability to increase revenues depends significantly on the ability to continue to attract new clients, retain existing clients, open new offices, find and retain licensed franchisees and office managers and manage newly opened offices to maturity. There can be no assurance that the Company’s revenues will increase.

The mix between direct, licensed franchise and royalty revenues shifted with direct revenues accounting for 61.2% of total revenues for the nine months ended June 29, 2003 as compared to 58.7% for the nine months ended June 30, 2002. This shift resulted primarily from i) fewer licensed franchise offices in the current year as a result of the acquisition of a licensed franchise during the second quarter of fiscal 2003 (see Note 4 to the Consolidated Financial Statements), closures related to reduced business and the non-renewal of expired licensed franchisee agreements, and ii) incremental revenues generated from new Company-owned traditional and specialty staffing offices, as previously discussed. This overall shift in mix is consistent with the Company’s long-term strategy of generating a higher proportion of its overall revenues from its Company-owned offices.

Total cost of direct and licensed sales increased 8.3%, or $22.5 million, to $293.5 million for the nine fiscal months ended June 29, 2003 from $270.9 million for the nine fiscal months ended June 30, 2002. Total cost of direct and licensed sales as a percentage of revenues was 82.6% for the nine fiscal months ended June 29, 2003 compared to 79.9% for the nine fiscal months ended June 30, 2002. This overall reduction in margin is a continued trend and is attributable to i) lower markup resulting from the continued pricing pressures experienced throughout the staffing industry, ii) increased workers’ compensation costs, including a $3.8 million cumulative second fiscal quarter adjustment to its claims reserves subsequent to an actuarial analysis revising the Company’s loss development factors for all claims incurred since April 2001, and iii) sharp increases in state unemployment insurance costs. Increased permanent placement billings offset the margin impact of these incremental costs.

Licensees’ share of gross profit decreased 12.4%, or $2.6 million, to $18.4 million for the nine fiscal months ended June 29, 2003 from $21.0 million for the nine fiscal months ended June 30, 2002 due to an overall 10.3% decrease in licensed gross profits coupled with decreased permanent placement billings for which a licensee typically earns a larger percentage of the gross margin. Licensees’ share of gross profit as a percentage of licensed gross profit was 66.2% for the nine fiscal months ended June 29, 2003 compared to 67.9% for the nine fiscal months ended June 30, 2002.

Selling and administrative expenses increased 12.1%, or $5.2 million, to $47.8 million for the nine fiscal months ended June 29, 2003 from $42.7 million for the nine fiscal months ended June 30, 2002. Several factors contributed to this overall increase, including the Company’s continued overall investment in its revenue-generating projects, specifically the RemX® specialty staffing division and the Company’s national expansion efforts in targeted geographic locations. Additionally, and as discussed in Note 6 to the Consolidated Financial Statements, the Company closed or consolidated several under-performing offices during the third quarter of fiscal 2003 resulting in a $0.5 million charge for the related remaining lease obligations, severance benefits and other associated costs. The Company also experienced increased group health insurance costs ($0.5 million) and various consulting costs ($0.5 million) during fiscal 2003, and wrote-off capitalized software development costs ($0.3 million) that could no longer be utilized. These increases were offset by reduced legal fees and the favorable outcome of a legal matter ($0.3 million combined), reduced advertising costs ($0.3 million) and reduced telecommunication costs resulting from a favorable resolution regarding certain disputed items ($0.2 million), along with other benefits realized from the Company’s ongoing cost containment initiatives. Selling and administrative expenses as a percentage of total revenues were 13.5% for the nine fiscal months ended June 29, 2003 as

RemedyTemp, Inc.

compared to 12.6% for the nine fiscal months ended June 30, 2002. 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 remained relatively flat for the nine fiscal months ended June 29, 2003 compared to the nine fiscal months ended June 30, 2002. This resulted from older computer equipment becoming fully depreciated coupled with controlled levels of new capital expenditures, offset by a write-off of non-strategic assets in the third quarter of fiscal 2003. The Company discontinued goodwill amortization in the current year in connection with its initial adoption of SFAS No. 142; however, the related reduction in amortization expenses was offset by increased amortization of identifiable intangible assets resulting from the franchise acquisition consummated in March 2003 (see Note 4 to the Consolidated Financial Statements).

Loss from operations was $8.2 million for the nine fiscal months ended June 29, 2003 as compared to operating income of $0.5 million for the nine fiscal ended June 30, 2002 as a result of the factors described above.

The Company incurred a loss (before cumulative effect of adoption of a new accounting standard) of $2.8 million for the nine fiscal months ended June 29, 2003 as compared to income of $1.4 million for the nine fiscal months ended June 30, 2002 due to the factors described above, reduced customer late fee income and revisions to the Company’s estimated effective tax rate resulting from expected benefits under the Federal Work Opportunity and Welfare to Work Tax Credit programs (as previously discussed).

The cumulative effect of adoption of a new accounting standard of $2.4 million (net of tax of $1.6 million) for the nine fiscal months ended June 29, 2003 represents the goodwill impairment charge resulting from the Company’s adoption of SFAS No. 142 effective the beginning of fiscal 2003, as discussed in Note 3 to the Consolidated Financial Statements.

The Company generated a net loss of $5.2 million for the nine fiscal months ended June 29, 2003 as compared to net income of $1.4 million for the nine fiscal months ended June 30, 2002.

Liquidity and Capital Resources

The Company’s balance sheet and cash flow remain strong. The Company has $54.6 million in cash and investments as of June 29, 2003 (including restricted cash and investments discussed below), an increase of $4.4 million from the corresponding prior year period. The Company continues to be debt free. Historically, the Company has financed its operations through cash generated by operating activities and its line of credit facility, as necessary. Generally, the Company’s principal uses of cash are for working capital needs, direct office openings, capital expenditures (including management information systems initiatives) and franchise acquisitions. Beginning in the third quarter of fiscal 2003, the Company began collateralizing a portion of its remaining workers compensation liability with pledged securities, as opposed to issuing additional irrevocable letters of credit (see related discussion below). The nature of the Company’s business requires payment of wages to its temporary associates on a weekly basis, while payments from clients are generally received 30-60 days after the related billing.

Cash provided by operating activities was $10.6 million for the nine fiscal months ended June 29, 2003 and $14.3 million for the nine fiscal months ended June 30, 2002. Cash flows from operating activities, as compared to the preceding year, were impacted by reduced operating margins, timing of receivables collections, as well as the timing of vendor payments and realization of net tax benefits. Cash flows from operations are also impacted by the timing of the Company’s workers’ compensation claims payments. While the Company records its liability for open claims based upon the ultimate cost of the claims (as discussed below), the cash outflow for those recorded claims costs occurs over time.

Prior to fiscal 2002, the Company invested its excess cash primarily in cash equivalents (e.g., money market accounts, overnight investments and debt securities with original maturities less than 90 days). During fiscal 2002, and as a result of the strong cash position generated from operations, the Company expanded its investment portfolio to include highly rated debt securities with maturities ranging from three months to three years. Net cash outflows related to available-for-sale investments were $9.0 million during nine months ended June 29, 2003 as compared to $16.1 million in the corresponding prior year period.

Cash used for purchases of fixed assets, including information systems development costs, was $2.1 million for the nine fiscal months ended June 29, 2003 and $2.6 million for the nine fiscal months ended June 30, 2002. The Company

RemedyTemp, Inc.

continues to invest in computer-based technologies and direct office openings and anticipates $3.0 - 5.0 million in related capital expenditures during the next twelve months.

As discussed in Note 5 to the Consolidated Financial Statements, Remedy provides workers’ compensation insurance to its temporary associates and colleagues. Effective April 1, 2001, the Company contracted with independent, third-party carriers for workers’ compensation insurance and claims administration in the majority of states. The Company is self-insured for its deductible liability under these insurance contracts ($250,000 per occurrence for claims incurred from April 1, 2001 to March 31, 2002 and $500,000 per occurrence for all subsequent claims). All losses and expenses for individual claims in excess of the applicable deductible amounts would be paid by the appropriate insurance carrier. Remedy establishes a reserve for the remaining deductible portion of its workers’ compensation claims using actuarial estimates of the ultimate cost of claims and related expenses that have been reported but not settled, and that have been incurred but not reported. Adjustments to the claims reserve are charged or credited to expense in the periods in which they occur.

The Company is contractually required to collateralize its remaining obligation under each of these workers’ compensation insurance contracts through use of irrevocable letters of credit, pledged securities or a combination thereof. The level and type of collateral required for each policy year is determined by the insurance carrier at the inception of the policy year and may be modified periodically. As of June 29, 2003, the Company has outstanding letters of credit and pledged securities (cash and investments) totaling $21.9 million and $21.6 million, respectively. The pledged securities are restricted while the Company’s remaining obligations under the workers’ compensation program are outstanding and cannot be used for general corporate purposes.

The Company’s national expansion plans may include increasing market presence in certain identified geographic regions. Due to exclusive territory rights contractually granted to its traditional and licensed franchisees, the Company may be limited in certain instances from opening Company-owned offices in those identified geographic areas. Additionally, the franchisee(s) may not have the resources to expand the existing franchised operation(s). As a result, from time to time, the Company may selectively purchase franchise operations to facilitate these expansion plans. In March 2003, the Company acquired a large licensed franchise operation in Tennessee consisting of several office locations throughout the state. During the first half of fiscal 2002, the Company acquired two licensed franchise offices (one in Michigan and one in Illinois) and also made an earnout payment relating to a previous acquisition. The Company is contemplating the continued selective repurchase of licensed and traditional franchise offices in certain territories for strategic reasons, including expansion of the Company’s market presence in such regions.

The Company’s RemX® speciality staffing division includes both RemX® Financial Staffing and RemX® IT Staffing. RemX® Financial Staffing and RemX® IT Staffing are exclusively company-owned operations focused on providing financial and IT personnel, respectively, on a temporary, temp-to-hire or direct hire basis in major markets nationwide. The Company has opened 14 and 3 RemX® Financial Staffing and RemX® IT Staffing offices, respectively and anticipates further expansion into both new and existing markets during the remainder of fiscal 2003 and in fiscal 2004, including the continuing evaluations of possible strategic acquisitions. Continued expansion and operation of RemX® Financial Staffing and RemX® IT Staffing may have an impact on future liquidity.

The Company has a joint credit agreement with Bank of America and Union Bank of California providing for aggregate borrowings of $40.0 million, including $35.0 million available in letters of credit. The line of credit is unsecured and interest on outstanding borrowings is generally payable quarterly. The interest rate is the higher of the bank’s prime rate or the federal funds rate plus 50 basis points or, at the Company’s discretion, the eurodollar rate plus 1.125% to 1.375% based upon specified financial covenants. The Company is required to pay administrative fees on the outstanding letters of credit and the aggregate unused portion of the credit facility. The credit agreement expires on June 1, 2004. This credit agreement requires the Company to maintain certain financial ratios and comply with certain restrictive covenants. As of June 29, 2003, the Company was in compliance with all restrictive covenants and required ratios, with the exception of its fixed charge coverage ratio and its consolidated EBITDA requirements. The Company has obtained a waiver from each bank regarding these covenants and is in the process of negotiating modifications to the existing financial ratios and covenants.

RemedyTemp, Inc.

The Company has no borrowings outstanding as of June 29, 2003 and June 30, 2002. The Company has outstanding letters of credit totaling $21.9 million at June 29, 2003, as contractually required under the terms of its workers’ compensation insurance agreements discussed above.

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.

Critical Accounting Policies

The discussions and analyses of the Company’s consolidated financial condition and results of operations were based on the Company’s consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the financial statement date and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company’s management reviews and evaluates these estimates and assumptions, including those that relate to revenue recognition, accounts receivable, workers’ compensation costs, goodwill, intangible and other long-lived assets, income taxes and contingencies and litigation. These estimates are based on historical experience and a variety of other assumptions believed reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

The significant accounting policies applied in preparing the Company’s audited consolidated financial statements are described in the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2002, as filed with the Securities and Exchange Commission on December 30, 2002. Policies that are considered critical are described below.

Revenue Recognition

The Company accounts for the revenues and the related direct costs in accordance Emerging Issues Task Force 99-19 (Reporting Revenue Gross as a Principal versus Net as an Agent). The Company is required to assess whether it acts as a principal in its transactions or as an agent acting on behalf of others. Where the Company is the principal in a transaction and has the risks and rewards of ownership, the transaction is recorded gross in the statements of income, and where the Company acts merely as an agent, only the net fees earned are recorded in the statements of income. Under the Company’s “traditional” franchise agreement, the franchisee has the direct contractual relationship with the customers, holds title to the related customer receivables and is the legal employer of the temporary employees. Accordingly, the Company does not include the revenues and direct expenses from these transactions in its statements of income and only records the royalty fee earned. Alternatively, under the Company’s “license” franchise agreements, the Company has the direct contractual relationship with the customers, holds title to the related customer receivables and is the legal employer of the temporary employees. As the Company retains the risks and rewards of ownership (such as the liability for the cost of temporary personnel and the risk of loss for collection), the revenues and direct expenses of its licensed franchise operations are included in the Company’s results of operations. The Company remits to each licensed franchisee a portion of the gross margin generated by its office(s).

Accounts Receivable

Remedy provides an allowance for doubtful accounts on its accounts receivable for estimated losses resulting from the inability of its customers to make required payments. This allowance is based upon management’s analysis of historical write-off levels, current economic trends, routine assessment of its customers’ financial strength and any other known factors impacting collectibility. If the financial condition of its customers were to deteriorate, which may result in the impairment of their ability to make payments, additional allowances may be required. Remedy’s estimates are influenced by the following considerations: the large number of customers and their dispersion across wide geographic areas, the fact that no single customer accounts for 10% or more of its net sales and its continuing credit evaluation of its customers’ financial conditions.

RemedyTemp, Inc.

Workers’ Compensation Costs

The Company maintains reserves for its workers’ compensation obligations using actuarial methods to estimate the remaining undiscounted liability for the deductible portion of all claims, including those incurred but not reported. This process includes establishing loss development factors, based on the historical claims experience of the Company and the staffing industry, and applying those factors to current claims information to derive an estimate of the Company’s ultimate claims liability. The calculated ultimate liability is then reduced by cumulative claims payments to determine the required reserve. Management evaluates the reserve, and the underlying assumptions, regularly throughout the year and makes adjustments as needed. This evaluation includes periodically updating the actuarial analysis supporting the loss development factors utilized and revising as necessary. While management believes that the recorded amounts are adequate, there can be no assurance that changes to management’s estimates will not occur due to limitations inherent in the estimation process.

Goodwill and Other Intangible Assets

Effective the first quarter of fiscal 2003, the Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 eliminated the amortization of goodwill. Instead, goodwill was reviewed for impairment upon adoption and will be reviewed at least annually thereafter. In connection with the initial impairment tests upon adoption, the Company obtained valuations of its individual reporting units from an independent third-party valuation firm. The valuation methodologies considered by the valuation firm included analyses of discounted cash flows at the reporting unit level, guideline publicly traded company multiples and comparable transactions. As a result of these impairment tests, the Company recorded a non-cash charge of $2,421, net of income taxes of $1,634, to reduce the carrying value of the goodwill to its implied fair value in accordance with SFAS No. 142. This charge is reflected as a cumulative effect of adoption of a new accounting standard in the Company’s consolidated statements of income.

Other Long-Lived Assets

Management assesses potential impairment of the Company’s other long-lived assets when there is evidence that recent events or changes in circumstances have made recovery of an asset’s carrying value unlikely. When the sum of the expected, undiscounted future net cash flows is less than the carrying value of an asset, an impairment loss will be recognized.

Income Taxes

In preparing the Company’s Consolidated Financial Statements, management estimates the Company’s income taxes in each of the taxing jurisdictions in which it operates. This includes estimating the Company’s actual current tax expense together with any temporary differences resulting from the different treatment of certain items, such as the timing for recognizing revenues and expenses, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Company’s consolidated balance sheets. Management is required to assess the likelihood that the Company’s deferred tax assets (temporary differences that are expected to be deductible in future years) will be recoverable from future taxable income or other tax planning strategies. If recovery is not likely, a valuation allowance must be provided. Based upon its current estimates of future taxable income, management believes its recorded deferred tax assets will ultimately be realized and therefore no valuation allowance has been provided.

Contingencies and Litigation

There are various claims, lawsuits and pending actions against the Company incident to its operations. If a loss arising from these actions is probable and can be reasonably estimated, the Company must record the amount of the estimated liability. Based on current available information, management believes that the ultimate resolution of these actions will not have a material adverse effect on the Company’s consolidated financial statements. As additional information becomes available, management will continue assessing any potential liability related to these actions and may need to revise its estimates.

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 relatively strong as a result of manufacturing and

RemedyTemp, Inc.

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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to market risk related to changes in interest rates, which could adversely affect the value of its available-for-sales investments. Under its current policies, the Company does not use interest rate derivative instruments to manage exposure to interest rate changes. A hypothetical 100 basis point adverse move in interest rates along the interest rate yield curve, assuming all other factors remain constant, would not materially affect the fair value of the Company’s interest sensitive financial instruments at June 29, 2003. Declines in interest rates over time will, however, reduce the Company’s interest income.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14, including the Company’s internal controls. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic SEC filings relating to the Company.

Changes in Internal Control over Financial Reporting

There were no significant changes in the Company’s internal controls over financial reporting during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

RemedyTemp, Inc.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On October 16, 2001, GLF Holding Company, Inc. and Fredrick S. Pallas filed a complaint in the Superior Court of the State of California, County of Los Angeles, against RemedyTemp, Inc., its wholly-owned subsidiaries (Remedy Intelligent Staffing, Inc. and Remedy Temporary Services, Inc.), Karin Somogyi, Paul W. Mikos and Greg Palmer (the “Complaint”). The Complaint purports to be a class action brought by the individual plaintiffs on behalf of all of Remedy’s traditional and licensed franchisees. The Complaint alleges claims for fraud and deceit, negligent misrepresentation, negligence, breach of contract, breach of warranty, conversion and accounting, unfair and deceptive practices, and restitution and equitable relief. The plaintiffs claim that Remedy wrongfully induced its franchisees into signing franchise agreements and breached the agreements, thus causing the franchisees damage. Remedy has sought to compel arbitration with the plaintiffs in accordance with its franchise agreement with each of them and to deny class certification. Remedy believes it has meritorious defenses to the allegations contained in this complaint and intends to defend this action with vigor. Remedy has filed a counterclaim in arbitration with the American Arbitration Association alleging, among other things, breach of contract. At this time management is unable to give an estimate as to the amount or range of potential loss, if any, which might result to the Company if the outcome in this matter were unfavorable.

In early 2002, the California Insurance Guarantee Association (“CIGA”) began making efforts to join some of the Company’s customers and their workers’ compensation insurance carriers (collectively, “Customers”), in pending workers’ compensation claims filed by Remedy’s employees as a result of the liquidation of Remedy’s former carrier, Reliance. At the time of these injuries, from July 22, 1997 through March 31, 2001, Remedy was covered by workers’ compensation policies issued by Reliance. The Company believes that, under California law, CIGA is responsible for Reliance’s outstanding liabilities. Remedy initiated legal proceedings against CIGA in both Superior Court for the State of California, County of Los Angeles and the California Workers’ Compensation Appeals Board (“WCAB”) on February 15, 2002 and February 26, 2002, respectively. On April 5, 2002, the WCAB granted Remedy’s motion and consolidated the various workers’ compensation claims in which CIGA tried to join Remedy’s Customers. The WCAB also granted Remedy’s motion to stay CIGA’s efforts to join Remedy’s Customers in those claims. The WCAB selected a single test case from the consolidated pending cases to review and decide on the legal issues involved (i.e., whether it is proper for CIGA to join Remedy’s Customers in the pending claims). The trial occurred on September 20, 2002. The WCAB Administrative Law Judge ruled in favor of CIGA and dismissed it from the lawsuit, thus allowing the pending workers’ compensation matters to proceed against the Company’s Customers and their insurance carriers. Remedy then filed a motion for reconsideration of the decision by the WCAB Administrative Law Judge to the entire WCAB. On March 28, 2003, the entire WCAB affirmed the ruling of the Administrative Law Judge and as a result, the Company filed a appeal of this matter to the California Court of Appeals in May 2003. The WCAB continued the “stay” in effect since April 5, 2002, thus preventing CIGA from proceeding until the appeals process has been exhausted. Management remains confident, based upon the advice from outside counsel, that its position on this issue will ultimately prevail and, accordingly, the Company will suffer no loss.

Despite the Company’s determination to pursue the review process, there can be no assurance that further review will be granted, or of ultimate success in the overturning the WCAB decision. In the event of an unfavorable outcome, Remedy expects that it may reimburse its clients for actual losses incurred as a result of an unfavorable ruling in this matter. If CIGA is permitted to join Remedy’s Customers, thus triggering the client’s insurance carriers obligation to pay for the claims, the exposure to Remedy becomes a function of the ultimate claims’ losses and the impact of such claims, if any, on the clients’ insurance coverage. At this time, Remedy is unable to obtain reliable current data from the trustee for Reliance regarding outstanding claims and is also unable to ascertain the specific details regarding the insurance coverage of its affected clients and the impact of an unfavorable ruling on such coverage. Accordingly, the Company believes that at this time, a range of loss cannot be reasonably estimated. Management does believe that its exposure in this matter, should CIGA prevail, would likely be material to the Company’s consolidated statements of income. To provide a historical reference regarding the claims incurred during the applicable period, the estimated remaining unpaid liability for such claims as of September 30, 2001 was approximately $17-$19 million, based upon an actuarial analysis of Remedy’s workers’ compensation claims history performed by a third party actuary. There are inherent limitations in the actuarial process given the significant judgment required in estimating the ultimate developed cost of the claims. As such, this amount could have differed if different assumptions had been utilized. Additionally, this amount was based upon information through September 30, 2001 and could materially differ from an estimate based upon current claims information. Further, as stated above, the Company cautions that: (i) it believes the Company’s exposure in this matter is

RemedyTemp, Inc.

not the remaining claims liability, but rather a function of the impact of such claims, if any, on the client’s insurance costs; and (ii) it expects to ultimately prevail in this matter and that it will suffer no loss.

RemedyTemp, Inc.

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:

Exhibit No.		Description

	3.1	Amended and Restated Articles of Incorporation of the Company (a)
	3.2	Amended and Restated Bylaws of the Company (f)
	4.1	Specimen Stock Certificate (a)
	4.2	Shareholder Rights Agreement (a)
	10.1	Robert E. McDonough, Sr. Amended and Restated Employment Agreement (g)
	10.2	Paul W. Mikos Employment Agreement, as amended (j)
	10.5	Registration Rights Agreement with R. Emmett McDonough and Related Trusts (a)
	10.6	Alan M. Purdy Change in Control Severance Agreement (i)
	10.7	Deferred Compensation Agreement for Alan M. Purdy (a)
	10.9	Form of Indemnification Agreement (a)
	10.11	Amended and Restated RemedyTemp, Inc. 1996 Stock Incentive Plan (h)
	10.12	Amended and Restated RemedyTemp, Inc. 1996 Employee Stock Purchase Plan (a)
	10.13	Form of Franchising Agreement for Licensed Offices (l)
	10.14	Form of Franchising Agreement for Franchised Offices (a)
	10.15	Form of Licensing Agreement for IntelliSearch® (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	Amended and Restated Employment Agreement for Greg Palmer (n)
	10.24	1998 RemedyTemp, Inc. Deferred Compensation and Stock Ownership Plan for Outside Directors (e)
	10.25	Form of Licensing Agreement for i/Search 2000®(f)
	10.26	Credit Agreement among Bank of America N.A., Union Bank N.A. and RemedyTemp, Inc. (o)
	10.27	Paul W. Mikos Severance Agreement and General Release (k)
	10.28	Gunnar B. Gooding Employment and Severance Letter (m)
	10.29	Cosmas N. Lykos Employment and Severance Letter (m)
	10.30	Alan M. Purdy Retirement Agreement and General Release (o)
	10.31	Monty Houdeshell Employment Letter (p)
	10.32	Monty Houdeshell Change in Control Severance Agreement
	10.33	Shawn Mohr Severance Agreement
	31.1	Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification
	31.2	Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification

RemedyTemp, Inc.

		32		Chief Executive Officer and Chief Financial Officer Section 1350 Certifications

	(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 March 29, 1998.
	(f)	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.
	(g)	Incorporated by reference to the exhibit of same number to the Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended December 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 March 28, 1999.
	(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 June 28, 1999.
	(j)	Incorporated by reference to the exhibit of same number to the Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended June 28, 1999 (original agreement) and for the quarterly period ended December 31, 2000 (amendment).
	(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 April 1, 2001.
	(l)	Incorporated by reference to the exhibit of same number to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2001.
	(m)	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 30, 2001.
	(n)	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 30, 2001.
	(o)	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 30, 2002.
	(p)	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 29, 2002.

(b)			Reports on Form 8-K.

			The Company filed a current Report on Form 8-K on the following:

			•		on July 30, 2003 in connection with the issuance of its press release announcing the financial results for the three and nine fiscal months ended June 29, 2003.

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.


August 12, 2003	/s/ GREG PALMER

	Greg Palmer, President and Chief Executive Officer


August 12, 2003	/s/ MONTY A. HOUDESHELL

	Monty A. Houdeshell, Senior Vice President and Chief Financial Officer (Principal Financial Officer)


August 12, 2003	/s/ JOHN D. SWANCOAT

	John D. Swancoat, Controller (Principal Accounting Officer)

RemedyTemp, Inc.

EXHIBIT INDEX

Exhibit No.		Description

	3.1	Amended and Restated Articles of Incorporation of the Company (a)
	3.2	Amended and Restated Bylaws of the Company (f)
	4.1	Specimen Stock Certificate (a)
	4.2	Shareholder Rights Agreement (a)
	10.1	Robert E. McDonough, Sr. Amended and Restated Employment Agreement (g)
	10.2	Paul W. Mikos Employment Agreement, as amended (j)
	10.5	Registration Rights Agreement with R. Emmett McDonough and Related Trusts (a)
	10.6	Alan M. Purdy Change in Control Severance Agreement (i)
	10.7	Deferred Compensation Agreement for Alan M. Purdy (a)
	10.9	Form of Indemnification Agreement (a)
	10.11	Amended and Restated RemedyTemp, Inc. 1996 Stock Incentive Plan (h)
	10.12	Amended and Restated RemedyTemp, Inc. 1996 Employee Stock Purchase Plan (a)
	10.13	Form of Franchising Agreement for Licensed Offices (l)
	10.14	Form of Franchising Agreement for Franchised Offices (a)
	10.15	Form of Licensing Agreement for IntelliSearch® (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	Amended and Restated Employment Agreement for Greg Palmer (n)
	10.24	1998 RemedyTemp, Inc. Deferred Compensation and Stock Ownership Plan for Outside Directors (e)
	10.25	Form of Licensing Agreement for i/search 2000®(f)
	10.26	Credit Agreement among Bank of America N.A., Union Bank N.A. and RemedyTemp, Inc. (o)
	10.27	Paul W. Mikos Severance Agreement and General Release (k)
	10.28	Gunnar B. Gooding Employment and Severance Letter (m)
	10.29	Cosmas N. Lykos Employment and Severance Letter (m)
	10.30	Alan M. Purdy Retirement Agreement and General Release (o)
	10.31	Monty Houdeshell Employment Letter (p)
	10.32	Monty Houdeshell Change in Control Severance Agreement
	10.33	Shawn Mohr Severance Agreement
	31.1	Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification
	31.2	Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification
	32	Chief Financial Officer and Chief Financial Officer Section 1350 Certifications

RemedyTemp, Inc.

	(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 March 29, 1998.
	(f)	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.
	(g)	Incorporated by reference to the exhibit of same number to the Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended December 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 March 28, 1999.
	(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 June 28, 1999.
	(j)	Incorporated by reference to the exhibit of same number to the Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended June 28, 1999 (original agreement) and for the quarterly period ended December 31, 2000 (amendment).
	(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 April 1, 2001.
	(l)	Incorporated by reference to the exhibit of same number to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2001.
	(m)	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 30, 2001.
	(n)	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 30, 2001.
	(o)	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 30, 2002.
	(p)	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 29, 2002.

EX-10.32 3 dex1032.htm MONTY HOUDESHELL CHANGE IN CONTROL SEVERANCE AGREEMENT MONTY HOUDESHELL CHANGE IN CONTROL SEVERANCE AGREEMENT

Exhibit 10.32

CHANGE IN CONTROL

SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into effective as of June 30, 2003 (the “Effective Date”) by and between RemedyTemp, Inc., a California corporation (“Remedy”), and Monty A. Houdeshell, an individual person (“Employee”).

WHEREAS, Remedy desires to retain the services of Employee on an at-will basis, and Employee desires to remain an at-will employee of Remedy.

WHEREAS, Remedy and Employee desire to enter into this Agreement providing for certain severance arrangements for the benefit of Employee.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows:

Certain Definitions.

(a) Cause. For purposes hereof, the term “Cause” has the meaning set forth in Schedule 1 attached hereto. Any termination by Remedy of Employee’s employment within ninety (90) days after Remedy becoming aware of the occurrence of an event or circumstance constituting “Cause” will constitute termination for Cause; provided however, that such event constituting Cause must have occurred following a Change in Control (defined below).

Severance Payments.

(a) Termination Upon a Change in Control.

(i) If, within one (1) year of a Change in Control (as defined below), Employee’s employment with Remedy is terminated by Remedy for any reason except for Cause, Employee shall receive a cash, lump-sum payment from Remedy, on the tenth (10th) business day following the date of termination of Employee’s employment with Remedy, in an amount equal to two (2) times the then current annual total compensation (including salary and maximum bonus) of Employee (the “Severance Payment”). In such case of a Change in Control, provisions herein applicable to Remedy will apply to Remedy’s successor.

(ii) Notwithstanding anything in this Section 2 to the contrary, if the Severance Payment under Section 2(a)(i), either alone or together with other cash payments which Employee has the right to receive from Remedy, would constitute a “parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), such Severance Payment shall be reduced to the maximum amount as will result in no portion of Severance Payment being a parachute payment (as defined in Section 280G of the Code).

(iii) For purposes of this Agreement, a “Change in Control” shall be deemed to occur if any person, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding for this purpose Remedy or its subsidiaries, or any employee benefit plan of Remedy or its subsidiaries that acquires beneficial ownership of voting securities of Remedy, or any underwriter or underwriting syndicate acquiring shares of Remedy’s stock in connection with a public offering thereof) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either the then outstanding shares of Class A Common Stock of Remedy (the “Common Stock”) or the combined voting power of Remedy’s then outstanding securities entitled to vote generally in the election of directors.

(b) No Other Benefits. Except as set forth in Section 2, or as may be required by applicable law or separate written agreement between Remedy and Employee, Remedy shall have no obligations to pay any salary, bonus, accrued vacation or other amounts in connection with any termination of Employee’s employment or attributable to the period after termination of Employee’s employment.

(c) In consideration for the agreements set forth herein and the Severance Payment, Employee shall, upon receiving the Severance Payment (if such event shall occur), execute a release of Remedy, its Board of Directors, and all officers, employees and agents of Remedy from any and all claims, liabilities, actions, causes of action, obligations, costs, damages, losses and demands of every kind and nature whatsoever known or unknown, which arise out of, relate to or are in any manner whatsoever connected with any action, transaction, occurrence or event which has occurred prior to the date of the release and those which may arise out of or are in any manner whatsoever connected with or related to the termination of Employee’s employment with Remedy. Such release shall include a waiver of all rights granted under Section 1542 of the California Civil Code which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor. Cal. Civ. Code Section 1542.

No Right to Continued Employment.

This Agreement does not confer upon Employee any right to continue as an employee of the Company or an affiliated entity, nor does it limit in any way the right of the Company or an affiliated entity to terminate Employee’s services to the Company or the Affiliated Entity at any time, with or without cause. Unless otherwise set forth in a written agreement binding upon the Company or the Affiliated Entity, Employee’s employment by the Company or an Affiliated Entity is “at will.”

Miscellaneous.

(a) Governing Law. This Agreement shall be interpreted under and governed by the laws of the State of California, excluding its rules on conflicts of law.

(b) Arbitration. Any dispute regarding the application, interpretation or breach of this Agreement shall be resolved by final and binding arbitration before the American Arbitration Association (“AAA”) in accordance with AAA’s National Rules for the Resolution of Employment Disputes. Attorney’s fees, costs and damages (where appropriate) shall be awarded to the prevailing party in any dispute, and any resolution, opinion or order of AAA may be entered as a judgment in a court of competent jurisdiction.

(c) Modification and Waiver. No waiver or modification of this Agreement or any term hereof shall be binding unless it is in writing signed by the parties hereto. No failure to insist upon compliance with any term, provision or condition to this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

(d) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior severance and/or employment agreements, if any, between the parties. No oral statements or prior written agreements with respect to the subject matter hereof which are not specifically incorporated herein shall be of any force or effect.

(e) Severability. If any provisions hereof shall be held or construed to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, but the same shall be construed and enforced just as though the illegal or invalid provisions had not been included herein.

(f) Notices. Any notice, demand or other communication required, permitted or desired to be given hereunder shall be in writing and shall be deemed effectively given upon personal delivery, facsimile transmission (with confirmation of receipt), delivery by reputable overnight delivery service or five (5) days following deposit in the United States mail (if sent by certified or registered mail, postage prepaid, return receipt requested), in each case duly addressed to Remedy at its headquarters or to Employee at his or her address of record listed with Remedy.

(g) Assignment. Employee’s rights, duties and obligations under this Agreement may not be assigned by Employee. Remedy may assign its rights, duties and obligations under this Agreement to any affiliate of Remedy.

(h) Headings. The section headings herein are intended for reference and shall not affect in any way the construction or interpretation of this Agreement.

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date set forth above.

“EMPLOYEE”


Signature:		/s/ MONTY A. HOUDESHELL
		Monty A. Houdeshell

“REMEDY”

REMEDYTEMP, INC.


By:		/s/ GUNNAR GOODING
Name:		Gunnar Gooding
Title:		Vice President Human Resources and Legal Affairs

Schedule 1 to

Change In Control

Severance Agreement

For purposes of this Agreement, termination for Cause shall mean termination for one of the following reasons: willful misconduct that the Board of Directors of Remedy (the “Board”) determines has a material adverse effect on Remedy; breach of fiduciary duty involving self-dealing or personal profit; intentional material failure to perform duties or abide by Remedy policies, in each case to the extent such duties or policies have been communicated to Employee in writing or their existence is otherwise known to Employee and Employee has not cured such failure within a reasonable time after written notice of such failure is given; conviction, entry of a plea of guilty or nolo contendere in connection with any alleged violation, or any actual violation, of any law, rule, regulation (other than traffic violations or similar offenses) or any cease-and-desist or other court order that the Board determines has a material adverse effect on Remedy; involvement in any legal proceeding which, in the opinion of legal counsel to Remedy, would be required to be disclosed pursuant to rules and regulations of the Securities and Exchange Commission, other than proceedings under federal bankruptcy laws or state insolvency laws involving entities in which you have less than a fifty percent (50%) interest; non-prescription use of any controlled substance or the use of alcohol or any other non-controlled substance which Remedy’s Board reasonably determines renders Employee unfit to serve in Employee’s capacity as an officer of Remedy; or any intentional act or omission which the Board reasonably determines has a material adverse effect on the public image, reputation or integrity of Remedy.

EX-10.33 4 dex1033.htm SHAWN MOHR SEVERANCE AGREEMENT SHAWN MOHR SEVERANCE AGREEMENT

Exhibit 10.33

SEVERANCE AGREEMENT

This Agreement is between RemedyTemp, Inc. and Remedy Temporary Services, Inc. (collectively, “Remedy”) and Shawn Mohr. Mohr was employed by Remedy until his resignation as an employee and officer on June 19, 2003. Remedy and Mohr desire to enter into this Agreement to establish certain terms of Mohr’s resignation from Remedy.

Mohr hereby agrees and confirms that his resignation as an employee and officer from Remedy will be effective as of June 19, 2003 (the “Resignation Date”). On the Resignation Date, Remedy will pay Mohr amounts due for services rendered through the Resignation Date, including all accrued but unpaid vacation. Remedy will reimburse Mohr for any and all legitimate documented business expenses incurred prior to the Resignation Date pursuant to Remedy’s Travel and Business Expense Policy.

Although it is not obligated to do so, Remedy agrees to pay to Mohr a severance in the amount of $125,162.50 (the “Severance Amount”), consisting of: (1) $55,000, less applicable taxes and withholdings, constituting 3 month’s wages, and (2) $70,162.50, constituting the cash value of Mohr’s vested restricted stock as of the Resignation Date. One half of the Severance Amount ($62,581.25) will be paid on the Resignation Date; the remainder ($62,581.25) will be paid upon Mohr’s successful completion of the Transition Tasks as defined in Paragraph 14.

In addition, Remedy agrees to reimburse Mohr for his actual monthly COBRA premium expenses through the sooner of December 31, 2003 or his accepting employment with another company. This reimbursement will occur monthly after Remedy receives documentation of Mohr having paid the COBRA premiums. Mohr will be allowed to submit medical expenses for reimbursement to Remedy pursuant to Remedy’s Execucare program up to but not exceeding his allowance of $4,000 (Mohr’s current Execucare balance is $1,603.62) for approved expenses incurred prior to December 31, 2003. Mohr will be allowed to retain his moving expenses.

Mohr agrees that the foregoing payments shall be the only amounts which Remedy shall pay to Mohr, and all other payments, wages, bonuses, incentive compensation, stock, MBOs, claims for payments or any other forms of compensation whatsoever are hereby waived.

As consideration for these payments and benefits, Mohr hereby releases Remedy, its predecessors, successors, all affiliated entities and their current and former directors, officers, employees, attorneys and agents from any and all claims or lawsuits (including, for example, state and federal equal employment claims, claims under the Age Discrimination in Employment Act, wrongful discharge claims and claims for tort and breach of contract) he may have that are based on Remedy’s employment of Mohr, his resignation or on any other event occurring prior to the date of this Agreement.

Mohr waives any and all rights he may have under California Civil Code Section 1542, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of all claims, Mohr expressly acknowledges that this release is intended to include all claims which Mohr does not know or suspect to exist in his favor at this time, and that this release contemplates extinguishment of such claims.

Mohr agrees to return to Remedy all Remedy property and documents in his possession or under his control, including, but not limited to, the Toshiba Satellite Pro 4600 laptop (Serial # S41214374PU), reports, software, client lists, manuals, financial statements, documents relating to Remedy trade secrets (including its proprietary business approaches, strategies and systems), and any and all copies thereof, except that Mohr will retain possession of his current laptop (Compaq Evo N800v Serial # 5Y32KSQZF1DF) after the IT department has removed all Remedy proprietary information from it.

Mohr agrees that he will not make any negative or disparaging comments about Remedy or its directors, officers and employees to any person or company. Remedy will handle reference requests for Mohr by referring the inquiry to the Human Resources department which will provide only Mohr’s title and dates of employment as per its policy. Remedy will provide Mohr with a signed letter of reference from Greg Palmer, a copy of which is attached hereto.

Mohr agrees to keep all of the terms of this Agreement completely confidential and he will not disclose them to anyone except his spouse, lawyer and accountant, and to them only on the condition that they agree to maintain this confidentiality.

10.

Any modifications to this Agreement must be in writing and signed by Mohr and Remedy to be binding on the parties. Mohr acknowledges that he is not relying on any statement or representation of Remedy, its employees or agents with respect to the subject matter, basis or effect of this Agreement.

11.

The prevailing party in any litigation relating to an alleged breach of this Agreement shall be entitled to an award of its reasonable attorneys’ fees and costs.

12.

This Agreement does not alter, modify or impact the confidentiality provisions and the restrictive covenants set forth in the Employment Agreement for Staff Colleagues between the parties signed by Mohr on September 3, 2001, nor does it affect Mohr’s obligation to strictly comply with those provisions. Mohr recognizes and agrees that breach of Sections 8, 9 or 12 of this Agreement will cause Remedy irreparable harm and therefore Remedy shall be entitled, to payment, as liquidated damages, in an amount equal $10,000.

13.

Mohr acknowledges that he fully understands his right to discuss this Agreement with an attorney, that he has carefully read and fully understands this entire Agreement and that he is voluntarily entering into this Agreement.

14.

Mohr agrees to assist Remedy during a transition period during which he will be responsible for completing the following tasks (the “Transition Tasks”): (1) complete the FY ‘04 Strategic Plan; (2) develop a written strategy regarding how to utilize the Data Warehouse

and have it integrate with the key Marketing initiatives (Skill Marketing, Telemarketing, Seibel, etc.); (3) develop a written transition plan for the Skill Marketing and Telemarketing functions, (4) develop a written action plan for how to utilize the conclusions of the consultant retained to perform a Client Market Research Data Study; and (5) develop a written transition plan for the Marketing department including a status on all key projects and a summary of projects for the next 90 days. Remedy agrees that during the period that Mohr is completing the Transition Tasks (not to exceed 30 days) Mohr will be provided with an office (not necessarily his old office) with telephone, voicemail and email access. Mohr agrees that during this 30-day period he will make himself available during normal business hours to respond to issues or questions that may arise in connection with the transition.

	SHAWN MOHR

Dated: June 19, 2003		/s/ SHAWN MOHR
		Shawn Mohr

	REMEDYTEMP, INC.

Dated: June 19, 2003	By:	/s/ GUNNAR GOODING

	Printed:	Gunnar Gooding

	Title:	Vice President Human Resources and Legal Affairs

	REMEDY TEMPORARY SERVICES, INC.

Dated: June 19, 2003	By:	/s/ GUNNAR GOODING

	Printed:	Gunnar Gooding

	Title:	Vice President Human Resources and Legal Affairs

EX-31.1 5 dex311.htm CEO RULE 13A-14(A)/15D-14(A) CERTIFICATION CEO RULE 13a-14(a)/15d-14(a) CERTIFICATION

RemedyTemp, Inc.

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Greg Palmer, certify that:

1.	I have reviewed this report on Form 10-Q of RemedyTemp, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)	designed such disclosure controls and procedures, or caused disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 12, 2003


/s/ GREG PALMER

Greg Palmer President and Chief Executive Officer RemedyTemp, Inc. (Principal Executive Officer)

EX-31.2 6 dex312.htm CFO RULE 13A-14(A)/15D-14(A) CERTIFICATION CFO RULE 13a-14(a)/15d-14(a) CERTIFICATION

RemedyTemp, Inc.

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Monty A. Houdeshell, certify that:

1.	I have reviewed this report on Form 10-Q of RemedyTemp, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

	a)	designed such disclosure controls and procedures, or caused disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 12, 2003


/s/ MONTY A. HOUDESHELL

Monty A. Houdeshell Senior Vice President and Chief Financial Officer RemedyTemp, Inc. (Principal Financial Officer)

EX-32 7 dex32.htm CEO AND CFO SECTION 1350 CERTIFICATIONS CEO AND CFO SECTION 1350 CERTIFICATIONS

RemedyTemp, Inc.

EXHIBIT 32

CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350 CHAPTER 63 OF TITLE 18,
UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of RemedyTemp, Inc., a California corporation (the “Company”), does hereby certify with respect to the Quarterly Report of the Company on Form 10-Q for the quarter ended June 29, 2003 as filed with the Securities and Exchange Commission (the “10-Q Report”) that:

	(1)	the 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	(2)	the Information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 12, 2003	/s/ GREG PALMER

	Greg Palmer President and Chief Executive Officer RemedyTemp, Inc.


August 12, 2003	/s/ MONTY A. HOUDESHELL

	Monty A. Houdeshell Senior Vice President and Chief Financial Officer RemedyTemp, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

-----END PRIVACY-ENHANCED MESSAGE-----

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