<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended February 28, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-27682
GLOBE BUSINESS RESOURCES, INC.
Incorporated under the IRS Employer
laws of Ohio Identification No. 31-1256641
1925 Greenwood Avenue
Cincinnati, Ohio 45246
Phone: (513) 771-8221
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS
-------------------
Common Stock, no par value
--------------------
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and need not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of April 25, 1997, 4,440,509 shares of the Registrant's common
stock, no par value, were outstanding. The aggregate market value of Common
Stock held by non-affiliates of the Registrant at April 25, 1997, was
approximately $24.8 million computed at the closing price of $9.625 per share on
that date.
--------------------
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 1997 Annual Meeting of
Shareholders are incorporated by reference in Part III.
- --------------------------------------------------------------------------------
<PAGE> 2
GLOBE BUSINESS RESOURCES, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K
<TABLE>
<CAPTION>
Page
----
Part I
- ------
<S> <C> <C>
Item 1 - Business 1
Item 2 - Properties 6
Item 3 - Legal Proceedings 6
Item 4 - Submission of Matters to a Vote of Security Holders 6
Part II
- -------
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters 7
Item 6 - Selected Financial Data 8
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 8 - Financial Statements and Supplementary Data 16
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 16
Part III
- --------
Item 10 - Directors and Executive Officers of the Registrant 16
Item 11 - Executive Compensation 16
Item 12 - Security Ownership of Certain Beneficial Owners and
Management 16
Item 13 - Certain Relationships and Related Transactions 16
Part IV
- -------
Item 14 - Exhibits, Financial Statement Schedules and Reports
on Form 8-K S-1
</TABLE>
<PAGE> 3
PART I
ITEM 1
BUSINESS
--------
INDUSTRY BACKGROUND
Globe Business Resources, Inc. is a major participant in the temporary
relocation industry, operating in the rent-to-rent furniture business as well as
in corporate housing. The rent-to-rent furniture business serves both corporate
and individual customers who generally have immediate, temporary needs for
office or residential furniture but who typically do not seek ownership. Office
furniture customers range from large corporations who desire flexibility to meet
their temporary and transitional needs, to small businesses and professionals
who need office furniture but seek to conserve capital. Residential furniture
customers include "institutional customers" (consisting of apartment property
management companies and corporate housing specialists that provide short-term
leased housing to relocated, transferred and temporary personnel) and individual
customers.
The rent-to-rent segment in furniture rental is differentiated from the
rent-to-own segment primarily by the terms of the rental arrangements and the
type of customers served. Rent-to-rent customers generally desire high-quality
furniture to meet temporary needs, have good credit and pay by the month.
Typically, these customers do not seek to acquire the property rented. By
contrast, rent-to-own arrangements are generally made by customers without
established credit whose objective is to acquire ownership of the property by
renting it through the full term of the lease. Those arrangements typically
involve weekly payments made over 18 to 24 months.
The corporate housing business provides short-term leased housing, or
"furnished apartments", to transferring or temporarily assigned corporate
personnel, government agency employees and other individuals. Corporate housing
operators typically maintain an inventory of leased housing units, although some
operators own a portion of their units. Most corporate housing operators lease
their furniture, housewares and electronics, but a small percentage of operators
maintain their own furniture inventory and a greater percentage maintain their
own housewares and electronics inventories.
Rent-to-rent and corporate housing are both estimated to generate in
excess of $750 million in annual revenues, with a significant portion of these
industries comprised of small local and regional businesses. The large number of
small local and regional businesses has created significant consolidation
opportunities for both rent-to-rent and corporate housing operators in the last
several years. The rent-to-rent consolidation predates the corporate housing
consolidation. There are four rent-to-rent companies, including Globe, which
have total annual revenues in excess of $40 million, while only one corporate
housing company has total annual revenues in excess of $40 million.
Corporate housing has become an important distribution channel for
furnished apartments over the last several years, growing at the expense of both
property management companies renting furnished apartments and individuals
renting unfurnished apartments and using a furniture rental showroom to furnish
the apartment. The rapid growth of corporate housing has created margin
pressures for furniture rental companies. Additionally, corporate housing
companies serve as "middlemen", blocking the access of furniture rental
companies to the corporate end-user, thereby hampering the ability of furniture
rental companies to cross-sell office furniture to these end-users and to secure
new business leads.
While Globe is the first public company to move towards integrating
furniture rental and corporate housing, there are several private companies that
have integrated rent-to-rent furniture and corporate housing.
-1-
<PAGE> 4
COMPANY BACKGROUND AND STRATEGY
Globe is an Ohio corporation formed in 1988 to acquire existing
rent-to-rent furniture businesses founded in 1971. At that time, the Company
operated in Michigan and Ohio. Subsequently, Globe implemented an aggressive
strategy of expanding market share through both internal growth, primarily by
commencing operations in several midwestern cities, and through four
rent-to-rent acquisitions in both the midwest and west. The Company completed
the initial public offering of its Common Stock in February of 1996, at which
time it had operations in four midwestern and six western states. Since
completion of the initial public offering, Globe has continued to expand through
acquisitions, as discussed under "Current Business Developments" below.
The Company operates in the highly competitive rent-to-rent segment of
furniture rental, doing business under the name Globe Furniture Rentals. Globe
is the third largest company in the rent-to-rent segment. The Company has an
established reputation for quality furniture and customer service. It rents
office and residential furniture to a variety of corporate and individual
customers with temporary and transitional needs through 23 showrooms in
Arizona, California, Colorado, Indiana, Kentucky, Michigan, Nevada, Ohio,
Oregon and Washington. The Company sells residential and office furniture that
no longer meets its "showroom condition" standards for rental through its
clearance centers and offers new furniture for sale through its showrooms and
its account executives. As a primary related service, the Company operates in
the corporate housing market by providing fully furnished short-term housing
through an inventory of leased housing units to temporarily assigned corporate
personnel, new hires, trainees, consultants, government employees and other
individuals in Missouri, North Carolina and Texas.
Management believes that the demand for office and residential rental
furniture, as well as corporate housing, is driven by the changing trends in
American business towards flexibility and outsourcing, continued growth in
management and professional employment levels and the resulting impact of a more
mobile and transitory "white collar" workforce. Office furniture rental
customers include Fortune 500 companies with temporary, seasonal or outsourcing
requirements as well as small businesses and professional practices that desire
to conserve capital. Residential furniture customers include the Company's
institutional customers (consisting of apartment property management companies
and temporary relocation specialists that provide corporate housing to
relocated, transferred and temporary personnel) and individual customers.
Corporate housing customers include transferring or temporarily assigned
corporate personnel and other individuals whose lives are in transition.
Globe distinguishes itself from its rent-to-rent competitors by
maintaining the majority of its showrooms as combined rental/clearance showrooms
in 14,000-15,000 square foot "superstore" formats. The Company believes that
selling expenses generally are reduced by combining retail clearance centers
with rental showrooms. Inside sales personnel are trained to perform both rental
and retail sales functions within the same facility.
Globe's rent-to-rent operating formula emphasizes its combined
rental/retail facilities, high quality furniture, new furniture sales,
centralized administrative functions, decentralized sales and marketing and an
ongoing commitment to superior customer service. Management believes this
formula has been an important contributor to its success. The Company plans to
build on these fundamentals in pursuing its rent-to-rent growth strategies,
which include pursuing acquisitions and developing new markets, increasing
office market presence, and increasing rental and retail market share in western
markets. In corporate housing, the Company's growth strategy is to capitalize on
the opportunity to become a consolidator in this business and to achieve cost
efficiencies by integrating its rent-to-rent and corporate housing operations.
-2-
<PAGE> 5
CURRENT BUSINESS DEVELOPMENTS
The Company used the net proceeds from its February 1996 initial public
offering of Common Stock to pay a portion of its indebtedness and to redeem all
the then outstanding redeemable preferred stock and accrued dividends.
From June through December, 1996 Globe used approximately $15.9 million
from its line of credit, issued 169,000 shares of stock, issued $1.5 million of
promissory notes and assumed certain liabilities in completing five asset
acquisitions. On June 13, 1996, the assets of privately-owned Interim Quarters,
Inc. ("IQ") were acquired. On June 19, 1996, the assets of privately-owned
Instant Office Furniture, Inc. ("IO") were acquired. On October 3, 1996, the
assets of privately-owned Apartment Furniture Rental, Inc. ("AFR") were
acquired. On December 16, 1996, the assets of privately-owned Thomas J. Koch &
Associates, Inc. ("TJK") and Guest Suites, Inc. ("GS") were acquired. See Note 2
to the consolidated financial statements for further discussion of these
acquisitions.
The acquisitions of IQ, TJK and GS allowed Globe to expand into the
corporate housing market, thereby increasing the services provided by the
Company. Globe is planning on becoming a consolidator in the corporate housing
arena, thereby capitalizing on the desire of many corporations to have a one
stop shopping source that can handle their corporate housing needs nationally.
These acquisitions, with annualized revenues in excess of $20.0 million, make
Globe the market leader in three markets. Globe is vying with a small number of
corporate housing companies for the number two position in the national market.
The impact of the corporate housing acquisitions on the Company's
operating results is discussed in more detail in Part II, Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
On April 28, 1997, the Company used approximately $3.4 million from its
line of credit and assumed certain liabilities in completing the asset
acquisition of The Hotel Alternative, Inc. See Note 2 to the consolidated
financial statements for further discussion of this acquisition.
OPERATIONS
The following table sets forth the major metropolitan areas where Globe
maintains showrooms or leased corporate housing units.
<TABLE>
<CAPTION>
MARKET MARKET MARKET MARKET
------ ------ ------ ------
<S> <C> <C> <C>
Ann Arbor Denver Phoenix St. Louis
Charlotte Detroit Portland San Diego
Cincinnati Indianapolis Raleigh San Jose
Columbus Las Vegas Reno Seattle
Dallas/Ft. Worth Louisville Sacramento Toledo
Dayton
</TABLE>
Based on monthly rent roll (aggregate monthly rental payments required
by outstanding furniture or leased housing unit leases), Globe believes it has
the leading market position in most of its midwestern markets and several of its
western markets for furniture rental and in three of its four markets for
corporate housing.
-3-
<PAGE> 6
The following table sets forth revenues by category for fiscal 1997.
<TABLE>
<CAPTION>
YEAR ENDED
FEBRUARY 28, 1997
-------------------------------
DOLLARS PERCENT
IN THOUSANDS OF TOTAL
------------ --------
<S> <C> <C>
Rental sales:
Residential furniture $29,570 43.8%
Corporate housing 11,811 17.5
Office furniture 11,370 16.8
-------- -----
Total rental sales 52,751 78.1
Retail sales:
Clearance
Residential furniture 5,132 7.6
Office furniture 2,517 3.7
------- -----
Total clearance sales 7,649 11.3
New
Residential furniture 2,644 3.9
Office furniture 4,476 6.7
------- -----
Total new sales 7,120 10.6
------- -----
Total retail sales 14,769 21.9
------- -----
Total revenues $67,520 100.0%
======= =====
Residential revenues $37,346 55.3%
Corporate housing revenues 11,811 17.5
Office revenues 18,363 27.2
------- -----
Total revenues $67,520 100.0%
======= =====
</TABLE>
Rental revenues accounted for 78.1% of the Company's revenues in fiscal
1997, with 43.8% of revenues from residential furniture rentals, 17.5% from
corporate housing and 16.8% from office furniture rentals.
The Company's sale of residential and office furniture that no longer
meets its "showroom condition" standards for rental through its 21 clearance
centers, 19 of which are located in showrooms and 2 of which are freestanding,
allows the Company to recoup a substantial portion of original cost and maintain
the "freshness" of rental furniture. The Company distinguishes itself from its
furniture rental competition by offering new furniture for sale through its
showrooms and its account executives. This provides additional marketing
opportunities, especially with office furniture customers, and generates
additional operating revenues with little added operating expense. In fiscal
1997, clearance furniture sales accounted for 11.3% of total revenues, and new
furniture sales accounted for 10.6% of total revenues.
The fiscal 1997 acquisitions accounted for $14.0 million of rental
revenues and $0.8 million of sales revenues.
COMPETITION
The rent-to-rent furniture segment of the temporary relocation industry
is highly competitive. Management believes that Cort Business Services, Brook
Furniture Rental and, to a lesser extent, Aaron Rents, are the Company's
significant competitors. In addition to these companies, Globe also competes
with a number of regional and local rent-to-rent furniture companies. Globe
believes that the principal competitive factors in the furniture rental industry
are service, speed of delivery, product selection and availability, price,
furniture condition, terms of the rental agreement and reputation.
-4-
<PAGE> 7
The corporate housing business is highly competitive, with many local
and regional participants. Oakwood Corporate Housing is the only national
corporate housing company. Globe believes that the principal competitive factors
in the corporate housing business are location of the corporate housing units,
service, ability to handle customers' needs in multiple markets, terms of the
rental agreement and price.
The office and residential furniture retail businesses are also highly
competitive. The Company competes with numerous new and used furniture dealers
in these businesses, many of whom are larger than the Company and have greater
financial resources. Management believes that the principal competitive factors
in used furniture sales are price and value and in new furniture sales are
price, value, service and speed of delivery.
EMPLOYEES
At April 25, 1997, Globe had 524 full-time and 33 part-time employees,
of whom 128 full-time and 9 part-time were in executive and administrative
positions, 150 full-time and 8 part-time were in marketing and sales positions
and 246 full-time and 16 part-time were in warehouse and distribution
operations. The Company's employees are not represented by a collective
bargaining agreement, and employee relations, in the opinion of management, are
good.
GENERAL
The Company does not have any customers accounting for 10% or more of
revenues, the loss of which would have a material adverse effect on the
business.
The Company markets its products and services through its showrooms and
its account executives, supplemented by a variety of sales and marketing
collateral and print and broadcast media.
The Company delivers its furniture using a fleet of 80 delivery trucks,
of which 46 are owned and 34 are leased.
The Company acquires furniture from a large number of manufacturers and
is not dependent on any particular manufacturer as a sole source of supply. In
fiscal 1997, there were no material business interruptions due to delays in
acquiring furniture.
Furniture purchases are concentrated in the first half of the fiscal
year in order to ensure adequate levels of inventory to meet customer needs
during the spring and summer months, which are typically the busiest.
The Company is currently installing a new business information system
which will enhance inventory management capabilities and other operating and
financial systems. The system includes a perpetual inventory system which is
designed to provide more accurate and timely information concerning merchandise
availability and allow the Company to better service customer needs. The system
implementation will require several months, with implementation expected to be
completed during early Fiscal 1999.
Effective December 16, 1996, the Company obtained a new $45.0 million
line of credit which replaced an existing line of credit. See the discussion of
liquidity and capital resources in Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations", for further
information relative to this line of credit.
-5-
<PAGE> 8
The Company continues to pursue potential acquisition candidates. As of
the date of this report, the Company had no agreements or understandings for any
such acquisition.
The Company is not involved in any issues related to compliance with
environmental protection laws.
The risks and uncertainties that affect the Company are discussed in
greater detail in a separate Exhibit 99 to the Company's Form 10-K for fiscal
1997.
ITEM 2
PROPERTIES
----------
With the exception of a warehouse purchased as part of an October 1996
acquisition, Globe leases space for all of its store and warehouse operations
under operating leases expiring at various times through 2003. Many of these
leases contain renewal options for additional periods ranging up to ten years at
rental rates generally adjusted for changes in the level of the consumer price
index or other factors.
Globe currently maintains duplicate facilities in the Detroit market as
a result of a 1996 acquisition and is evaluating whether all of these facilities
are necessary. All of Globe's facilities are well maintained and suitable for
their current and reasonably foreseeable uses, except for the facility in
Indianapolis. The Company has outgrown this facility's capacity and is currently
constructing new showroom, clearance center and warehouse space which is
scheduled to be occupied in the summer of 1997.
The Company prefers properties where its sales, rental, clearance and
warehouse operations can be combined in one facility. Globe regularly reviews
the appearance of its showrooms and clearance centers and improves or
refurbishes them on an on-going basis.
The Company maintains an inventory of leased housing units under
various short-term (one year or less) leasing arrangements. This inventory
fluctuates throughout the year, subject to seasonality of customer demands.
These facilities are well maintained and suitable for their current and
reasonably foreseeable uses.
ITEM 3
LEGAL PROCEEDINGS
-----------------
The Company is involved in certain legal proceedings arising in the
normal course of its business. The Company believes that the outcome of these
matters will not result in a material adverse impact upon its business or
financial condition.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None
-6-
<PAGE> 9
PART II
ITEM 5
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------------------------------
The Company's Common Stock commenced trading on the Nasdaq National
Market under the trading symbol "GLBE", on February 8, 1996. The range of high
and low sales prices reported for the period between February 8, 1996 and fiscal
year-end on February 29, 1996 and for each quarterly period of fiscal year 1997,
appear in the following table.
<TABLE>
<CAPTION>
Fiscal 1996 Fiscal 1997
----------- -----------
Quarter High Low High Low
------- ---- --- ---- ---
<S> <C> <C> <C> <C>
First 12 8 5/8
Second 11 1/4 8 1/2
Third 9 1/4 8
Fourth 12 1/2 11 1/16 12 1/4 8 1/4
</TABLE>
As of April 25, 1997 there were 35 shareholders of record. The Company
believes there are approximately 1,400 beneficial owners of its common stock.
Globe has never paid any cash dividends on its common stock and the
Board of Directors intends to retain all the Company's earnings for use in the
expansion of the Company's business for the foreseeable future. The Company's
credit agreement dated December 16, 1996 contains covenants that limit the
amount of dividends or distributions it can pay on its common stock and the
amount of stock the Company can repurchase. See Note 6 to the consolidated
financial statements for further discussion of these restrictions.
On June 13, 1996 and October 2, 1996, the Company issued 36,700 and
49,000 shares of common stock, respectively, to Interim Quarters, Inc. as part
of the consideration for the asset acquisition of Interim Quarters, Inc. On
December 16, 1996 the Company issued 70,000 shares of common stock to Thomas J.
Koch & Associates, Inc. as part of the consideration for the asset acquisition
of Thomas J. Koch & Associates, Inc. These issuances were exempt from
registration under the Securities Act of 1933 as private offerings pursuant to
Section 4(2) of the Act.
-7-
<PAGE> 10
ITEM 6
SELECTED FINANCIAL DATA
-----------------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
The selected consolidated financial data should be read in conjunction
with the Consolidated Financial Statements and Notes thereto, Item 8, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", Item 7.
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28/29,
-----------------------------------------------
1993(2) 1994(2) 1995 1996 1997(3)
------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues
Rental sales $18,852 $35,918 $36,711 $36,580 $52,751
Retail sales 8,502 12,524 11,740 13,717 14,769
------- ------- ------- ------- -------
Total revenues 27,354 48,442 48,451 50,297 67,520
Gross profit
Rental sales 14,955 31,030 29,592 27,967 33,899
Retail sales 2,918 4,474 4,874 5,899 5,551
------- ------- ------- ------- -------
Total gross profit 17,873 35,504 34,466 33,866 39,450
Operating expenses 13,848 30,790 26,249 26,040 31,696
------- ------- ------- ------- -------
Operating income 4,025 4,714 8,217 7,826 7,754
Interest/other expenses 1,526 1,596 2,783 2,461 1,368
------- ------- ------- ------- -------
Income before income taxes and
cumulative effect of change
in accounting principle 2,499 3,118 5,434 5,365 6,386
Provision for income taxes - 1,120 2,079 2,136 2,478
------- ------- ------- ------- -------
Income before cumulative
effect of change in
accounting principle 2,499 1,998 3,355 3,229 3,908
Cumulative effect of change
in accounting principle(1) - 1,141 - - -
------- ------- ------- ------- -------
Net income 2,499 3,139 3,355 3,229 3,908
Preferred stock dividends 90 364 557 505 -
------- ------- ------- ------- -------
Net income applicable to
common stock $ 2,409 $ 2,775 $ 2,798 $ 2,724 $ 3,908
======= ======= ======= ======= =======
Earnings per common share
before cumulative effect of
change in accounting
principle $ 1.23 $ 0.64 $ 1.10 $ 1.03 $ 0.90
======= ======= ======= ======= =======
Earnings per common share
after cumulative effect of
change in accounting
principle $ 1.23 $ 1.09 $ 1.10 $ 1.03 $ 0.90
======= ======= ======= ======= =======
Weighted average number of
common shares outstanding 1,957 2,549 2,553 2,650 4,336
======= ======= ======= ======= =======
</TABLE>
-8-
<PAGE> 11
<TABLE>
<CAPTION>
FEBRUARY 28/29,
-----------------------------------------------------------------
1993 1994 1995 1996(7) 1997
---- ---- ---- ------- ----
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets $26,203 $32,009 $39,512 $44,461 $71,778
Total debt 17,337 18,424 19,900 10,573 30,516
Redeemable preferred stock 4,500 4,620 5,794 - -
Preferred stock 500 500 500 - -
Common stock and other
shareholders' equity
(deficit) $(1,529) $ 1,226 $ 4,024 $24,664 $29,836
Cash dividends declared
per common share (4) - - - - -
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28/29,
---------------------------------------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Showrooms 34 26 25 23 23
Number of furniture leases 16,443 16,769 16,492 16,332 17,591
Number of available
leased housing units - - - - 1,331
Number of furniture leases
per showroom 484 645 660 710 765
Number of employees 476 402 412 430 551
Monthly rent roll (5) -
Furniture leases $ 2,907 $ 2,853 $ 2,932 $ 2,962 $ 3,642
Leased housing units - - - - $ 1,779
Monthly rent roll per
showroom (6) $ 86 $ 110 $ 117 $ 129 $ 158
<FN>
(1) Reflects adoption as of March 1, 1993 of SFAS No. 109, "Accounting for Income Taxes", which increased net
income by $1.1 million for fiscal 1994.
(2) Results include the impact of the January, 1993 acquisition of GranTree Corporation, which accounted for
$4.7 million in revenues and $0.2 million in operating income in fiscal 1993, and $25.9 million in
revenues and $0.5 million in operating income in fiscal 1994. See further discussion of the impact of this
acquisition in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."
(3) Results include the impact of five asset acquisitions during the year, which accounted for $14.8 million in
revenues and $1.9 in operating income. See further discussion of the impact of these acquisitions in Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of Operations."
(4) The Company has not declared cash dividends on its common stock.
(5) Represents aggregate monthly rental payments required by outstanding furniture or leased housing unit leases.
(6) Represents aggregate monthly rental payments required by outstanding furniture leases per showroom open at the
end of the period.
(7) The Company completed an initial public offering in February 1996 and realized net proceeds of $17.4 million,
which were used to redeem preferred stock and accrued dividends and repay a portion of the Company's indebtedness.
</TABLE>
-9-
<PAGE> 12
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following discussion and analysis should be read in conjunction
with the Company's Consolidated Financial Statements.
COMPONENTS OF OPERATING INCOME
Revenues. Globe's revenues are derived from its outstanding furniture
leases, leased housing unit rental income and from the sale of new and used
furniture. Rental revenues are recognized in the month in which they are earned.
Furniture sales revenues and rental buy-out revenues are recognized when the
furniture is delivered to the customer or taken off lease by the customer.
Globe derives additional revenues from delivery fees and, in the
absence of proof of insurance by renters, waiver fees designed to cover the
Company's cost of insuring the furniture rented. These fees are included in the
applicable rental and sales revenue categories.
Cost of Revenues. The majority of Globe's cost of furniture rentals
consists of non-cash charges for depreciation of rental furniture and
depreciated book value of furniture bought out by lease customers. Rental
furniture is depreciated on a straight-line basis at a rate of 1% per month,
which is designed to approximate an estimated useful life of four years with
provision for a 50% residual value. Cost of sales for leased housing units
consists primarily of housing unit rental and various furniture and utility
charges. Cost of furniture sales is primarily the depreciated book value of the
furniture sold.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses include warehousing, selling, advertising, occupancy,
administrative and other operating expenses and nonrental depreciation.
GENERAL
Globe operates in the rent-to-rent segment of the furniture rental
business and rents quality office and residential furniture to a variety of
corporate and individual customers. In addition, the Company operates a
corporate housing business, providing short-term housing through an inventory of
leased housing units to temporarily assigned corporate personnel, new hires,
trainees and consultants. The Company sells residential and office furniture
that no longer meets its "showroom condition" standards for rental through its
clearance centers and offers new furniture for sale through its showrooms and
its account executives.
RESULTS OF OPERATIONS
Globe's increase in total revenues from $27.4 million in fiscal 1993 to
$67.5 million in fiscal 1997 and in operating income from $4.0 million to $7.8
million over the same period is mainly attributable to acquisitions in both new
and existing markets. The Company currently operates in 13 states, up from 10 in
fiscal 1993.
The Company's business mix has changed since fiscal 1993, with
furniture rental revenues decreasing from 68.9% of total revenues in fiscal 1993
to 60.6% of total revenues in fiscal 1997, while corporate housing revenues,
which were non-existent in fiscal 1993, represented 17.5% of total revenues in
fiscal 1997. Additionally, retail sales have decreased from 31.1% of total
revenues in fiscal 1993 to 21.9% of total revenues in fiscal 1997. This shift in
business mix reflects the Company's strategy to become a consolidator in the
corporate housing business. The percentage of revenues represented by corporate
housing is expected to increase in the future.
-10-
<PAGE> 13
The following table sets forth for the periods indicated certain income
statement data as a percentage of total revenues and certain gross profit data
as a percentage of respective rental sales and retail sales revenues.
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28/29,
-----------------------------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues:
Rental sales 68.9% 74.1% 75.7% 72.7% 78.1%
Retail sales 31.1 25.9 24.3 27.3 21.9
----- ----- ----- ----- -----
Total revenues 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit:
Rental sales 79.3% 86.4% 80.6% 76.5% 64.3%
Retail sales 34.3 35.7 41.5 43.0 37.6
----- ----- ----- ----- -----
Total gross profit 65.3 73.3 71.1 67.3 58.4
Operating expenses 50.6 63.6 54.2 51.8 46.9
----- ----- ----- ----- -----
Operating income 14.7 9.7 16.9 15.6 11.5
Interest/other 5.6 3.3 5.7 4.9 2.0
----- ----- ----- ----- -----
Income before taxes 9.1% 6.4% 11.2% 10.7% 9.5%
===== ===== ====== ===== ====
</TABLE>
IMPACT OF GRANTREE AND CORPORATE HOUSING ACQUISITIONS
In January 1993, Globe acquired all of the outstanding common stock of
GranTree for $9.3 million. At the time of the acquisition, GranTree was
experiencing significant operational problems and declining revenues. In fiscal
1994, the first full year of ownership, GranTree accounted for $25.9 million, or
approximately 53%, of the Company's total revenues.
Management's initial strategy with respect to GranTree was to reduce
operating expenses and to reverse the declining revenue trend. Globe's expense
reduction efforts were successful in achieving a $4.8 million, or 24.0%,
reduction in GranTree's operating costs in fiscal 1995 as compared to fiscal
1994 and an additional $0.7 million, or 5.0%, reduction in fiscal 1996 as
compared to fiscal 1995.
Prior to the acquisition, GranTree's monthly rent roll at fiscal year
end had declined 14.3% and 21.9% in fiscal 1992 and 1993, respectively. The
Company's programs have been successful in improving Grantree's monthly rent
roll, which declined only 4.5% at fiscal year end 1994, was essentially
unchanged at fiscal year end 1995 and 1996 and increased 10.7% (excluding
acquisitions) at fiscal year end 1997.
From the date of the GranTree acquisition through November 1995, the
Company's reported cost of revenues was favorably impacted as furniture was sold
to retail customers or bought out by lease customers due to the adoption of
fresh-start reporting in March 1992, at which time GranTree reduced the net book
value of its rental furniture by approximately $7.1 million, and the $3.3
million amount by which the book value of GranTree exceeded the purchase price
paid by the Company (collectively, the "GranTree Gross Profit Accounting
Effects").
In June 1996, Globe entered the corporate housing business with the
asset acquisition of Interim Quarters, Inc. ("IQ"). In December 1996, Globe
increased its presence in this business with the asset acquisitions of Thomas J.
Koch & Associates, Inc. ("TJK") and Guest Suites, Inc. ("GS").
Corporate housing companies' assets consist primarily of accounts
receivable, customer deposits and some minor furniture and fixed asset balances.
Consequently, the purchase price for these businesses is allocated largely to
goodwill and other intangibles. Cost of goodwill and other intangibles related
to the fiscal 1997 corporate housing acquisitions approximated $10.4 million and
is being amortized as a cost of
-11-
<PAGE> 14
rental revenues on a straight-line basis primarily over twenty years. Goodwill
and intangibles amortization of $0.2 million in fiscal 1997 reduced the
corporate housing gross profit margin by 1.8 points.
The corporate housing businesses all have lower gross profit margins,
as well as lower operating expenses as a percentage of sales, than Globe's
furniture rental business. As a result, the Company's gross profit margin and
operating expenses as a percentage of sales are both lower in fiscal 1997 than
in the prior year. The combined corporate housing operating margin, since
acquisition, was 8.3% compared to an operating margin of 12.2% for Globe's
furniture rental business in fiscal 1997. As the Company integrates furniture
rental and corporate housing, it may not be possible to determine separate
operating margins.
Globe plans to continue consolidating corporate housing, thereby
capitalizing on the desire of many corporations to have a corporate housing
company that can handle their needs nationally. With the fiscal 1997
acquisitions, Globe has become the market leader in three markets, with
annualized corporate housing revenues in excess of $20 million. Globe is vying
with a small number of corporate housing companies for the number two position
in the industry.
The Company believes that Oakwood Corporate Housing, the only national
corporate housing company, perceives the Company as a competitor due to its
entrance into the corporate housing market and therefore has started to move its
furniture rental business to other vendors. Globe reported furniture rental
revenues from Oakwood of approximately $1.5 million in fiscal year 1996 and $1.9
million in fiscal year 1997. However, a reduction in furniture rental revenues
from Oakwood occurred during the last half of fiscal year 1997, subsequent to
the Company's initial corporate housing acquisition. The fiscal year 1996
revenues approximated $0.7 million and $0.8 million in the first six months and
second six months, respectively. Fiscal year 1997 revenues approximated $1.1
million and $0.8 million over the comparable periods.
Additionally, two corporate housing customers in Portland, Oregon moved
their business to a competitor which recently opened in this market. These two
customers are multi-market operators who use this competitor in their other
markets. These customers' combined annual furniture rental with the Company
approximated $0.9 million and $0.6 million in fiscal years 1996 and 1997,
respectively.
It is possible that other corporate housing companies may transfer
their furniture rental business to other vendors as Globe increases its presence
in the corporate housing business.
Due to the significant impact of the GranTree acquisition and the
related GranTree Gross Profit Accounting Effects and the 1997 corporate housing
acquisitions on the Company's operations and financial results, the Company's
historical results of operations and period-to-period comparisons will not be
indicative of future results.
The following table sets forth for the periods indicated certain
furniture rental income statement data as a percentage of total revenues
adjusted to exclude the historical GranTree Gross Profit Accounting Effects and
the fiscal 1997 impact of the corporate housing acquisitions.
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28/29,
------------------------------------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total gross profit 60.2% 63.8% 65.1% 64.3% 64.6%
Operating expenses 50.6 63.6 54.2 51.8 52.4
----- ----- ----- ----- -----
Operating income 9.6 0.2 10.9 12.5 12.2
Interest/other 5.6 3.3 5.7 4.9 1.8
----- ----- ----- ----- -----
Income (loss) before taxes 4.0% (3.1)% 5.2% 7.6% 10.4%
===== ======= ==== ===== =====
</TABLE>
-12-
<PAGE> 15
COMPARISON OF FISCAL YEARS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
Total revenues of $67.5 million increased $17.2 million, or 34.2%, in
fiscal 1997 from $50.3 million in fiscal 1996 due largely to five acquisitions
completed during 1997. Excluding the corporate housing acquisitions, total
revenues increased $5.4 million, or 10.8% in fiscal 1997 compared to fiscal
1996.
Rental revenues of $52.7 million in fiscal 1997 increased $16.1
million, or 44.2%, from $36.6 million in fiscal 1996. Excluding the corporate
housing acquisitions, rental revenue increased $4.4 million, or 11.9%, over the
same period. The furniture rental acquisitions contributed $2.1 million or 5.9%
of this growth. The remaining growth was driven by a 5.6% increase in the
average monthly lease amount and a 2.2% increase in the average number of leases
outstanding during the year.
Sales revenues of $14.8 million increased $1.1 million, or 7.7%, in
fiscal 1997 from $13.7 million in fiscal 1996. The furniture rental acquisitions
contributed $0.8 million, or 5.8%, of this growth.
Gross profit of $39.5 million in fiscal 1997 increased $5.6 million, or
16.5%, from $33.9 million in fiscal 1996 and declined as a percentage of
revenues to 58.4% from 67.3% over the same period due primarily to the lower
margins associated with the corporate housing revenues. Excluding corporate
housing and the GranTree Gross Profit Accounting Effects, gross profit margin
increased slightly to 64.6% in fiscal 1997 from 64.3% in fiscal 1996.
Operating expenses of $31.7 million in fiscal 1997 increased $5.7
million, or 21.7%, from $26.0 million in fiscal 1996, but, as a percentage of
total revenues declined to 46.9% from 51.8% over the same period as a result of
corporate housing's lower operating expenses as a percentage of sales. Excluding
the corporate housing acquisitions, operating expenses increased $3.2 million,
or 12.3%, to 52.4% of sales in fiscal 1997 from 51.8% of sales in fiscal 1996
due primarily to higher warehousing costs and higher general and administrative
costs related to operating as a public company since the February 1996 initial
public offering.
As a result of the changes in revenues, gross profit and operating
expenses discussed above, operating income remained flat at $7.8 million, but
decreased to 11.5% of revenues in fiscal 1997 from 15.6% of revenues in fiscal
1996. However, excluding the GranTree Gross Profit Accounting Effects, operating
income increased 23.1% to $7.8 million, or 11.5% of revenues, in fiscal 1997
from $6.3 million, or 12.5% of revenues, in fiscal 1996.
Interest/other expense decreased $1.1 million, or 44.4%, to $1.4
million in fiscal 1997 from $2.5 million in fiscal 1996 and as a percentage of
total revenues decreased to 2.0% from 4.9% over the same period. The decreased
expense for fiscal 1997 was due primarily to lower interest rates on the
outstanding debt, but also reflected a profit on the retirement of the GranTree
debenture and the settlement of a lawsuit.
Income before income taxes of $6.4 million in fiscal 1997 increased
$1.0 million, or 19.0%, compared to fiscal 1996. Excluding the GranTree Gross
Profit Accounting Effects, income before income taxes increased $2.6 million, or
66.4%, to $6.4 million in fiscal 1997 from $3.8 million in fiscal 1996.
The Company's effective tax rate, which includes federal, state and
local taxes, decreased to 38.8% in fiscal 1997 from 39.8% in fiscal 1996.
COMPARISON OF FISCAL YEARS ENDED FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
Total revenues of $50.3 million increased $1.8 million, or 3.8%, in
fiscal 1996 from $48.5 million in fiscal 1995. Rental revenues of $36.6 million
in fiscal 1996 declined 0.4% from $36.7 million in fiscal 1995, due primarily to
a 2.2% revenue decline in the former GranTree operations. Sales revenues of
$13.7 million increased $2.0 million, or 16.8%, in fiscal 1996 from $11.7
million in fiscal 1995 reflecting a 30% growth in sales of new furniture, with
the office component of new furniture sales growing 43%.
-13-
<PAGE> 16
Gross profit of $33.9 million for fiscal 1996 decreased $0.6 million,
or 1.7%, from $34.5 million in fiscal 1995 and declined as a percentage of
revenues to 67.3% from 71.1% over the same period. Excluding the GranTree Gross
Profit Accounting Effects, gross profit margin declined to 64.3% in fiscal 1996
from 65.1% in fiscal 1995. The principal reason for this decline was a change in
revenue mix as lower margin furniture retail revenues increased as a percentage
of total revenues to 27.3% for fiscal 1996 from 24.3% for fiscal 1995.
Operating expenses of $26.0 million in fiscal 1996 decreased 0.8% from
$26.2 million in fiscal 1995. As a percentage of total revenues, expenses
declined to 51.8% from 54.2% over the same period due to continued expense
reduction, mainly associated with administrative and occupancy costs, at the
former GranTree operations.
As a result of the changes in revenues, gross profit and operating
expenses discussed above, operating income decreased 4.8% to $7.8 million, or
15.6%, of revenues in fiscal 1996 from $8.2 million, or 16.9%, of revenues in
fiscal 1995. Excluding the GranTree Gross Profit Accounting Effects, operating
income increased 19.3% to $6.3 million in fiscal 1996, from $5.3 million in
fiscal 1995 and as a percentage of revenues increased to 12.5% in fiscal 1996
from 10.9% in fiscal 1995.
Interest/other expense decreased $0.3 million, or 11.6%, to $2.5
million in fiscal 1996 from $2.8 million in fiscal 1995 and as a percentage of
total revenues decreased to 4.9% from 5.7% over the same period. The decreased
expense for fiscal 1996 was due primarily to $0.6 million of costs associated
with a postponed initial public offering in fiscal 1995 partially offset by
higher interest costs relating to increased borrowings in fiscal 1996.
Income before income taxes of $5.4 million in fiscal 1996 decreased
$69,000, or 1.3%, from fiscal 1995, and as a percentage of revenues declined to
10.7% in fiscal 1996 from 11.2% in fiscal 1995. Excluding the GranTree Gross
Profit Accounting Effects, income before income taxes increased $1.3 million, or
53.7%, to $3.8 million, or 7.6% of revenues, in fiscal 1996 from $2.5 million,
or 5.2% of revenues, in fiscal 1995.
The Company's effective tax rate increased to 39.8% in fiscal 1996 from
38.3% in fiscal 1995, primarily as a result of certain tax adjustments recorded
in fiscal 1996 that were related to prior periods.
LIQUIDITY AND CAPITAL RESOURCES
In February 1996, the Company raised net proceeds of approximately
$17.4 million in an initial public offering of its common stock. The Company
used those proceeds to pay a portion of the Company's outstanding bank debt and
redeem all outstanding shares of the Company's redeemable preferred stock plus
accrued dividends. At the completion of the initial public offering, a new $30.0
million line of credit replaced the credit agreement in place at that time.
Effective December 16, 1996, the Company obtained a new $45.0 million
line of credit which replaced the $30.0 million line of credit. Interest rates
for this line of credit are based on a leverage formula, which is currently the
lesser of the prime rate plus 50 basis points or LIBOR plus 225 basis points. At
April 25, 1997, the line of credit provided up to $45.0 million, or the maximum
available under borrowing base calculations ($35.6 million), of financing for
the Company which will be available for acquisitions and general corporate
purposes. The unused line of credit as of April 25, 1997 was $16.8 million.
The term of the line of credit will expire on March 1, 1998, requiring
full payment of the then outstanding balance. The Company expects to have other
financing arrangements in place prior to this date.
-14-
1
<PAGE> 17
From June, 1996 through April, 1997, Globe used approximately $19.3
million from its line of credit, issued 169,000 shares of stock, issued $1.5
million of promissory notes and assumed certain liabilities in completing six
asset acquisitions. (See note 2 to the consolidated financial statements for
further discussion of these acquisitions.)
The Company's principal use of cash is for furniture purchases. The
Company purchases furniture to replace furniture which has been sold and to
maintain adequate levels of rental furniture to meet existing and new customer
needs. Furniture purchases were $21.8 million in fiscal 1997 and $19.9 million
in fiscal 1996. These purchases funded increased balances in both furniture on
rental and furniture on hand in fiscal 1997. The Company's furniture purchases
typically are seasonally weighted to the first half of the year. Any temporary
cash deficiencies resulting from the seasonal nature of these purchases are
funded via the line of credit. As the Company's growth strategies are
implemented, furniture purchases are expected to increase.
Capital expenditures were $2.3 million, $0.6 million and $0.8 million
in fiscal 1997, 1996 and 1995, respectively. The significant increase in fiscal
1997 is primarily attributable to development of a new computer system, partial
construction of a new building in Indianapolis, Indiana and the opening of new
stores in Irvine, California and Columbus, Ohio. Acquisitions of property and
equipment financed through capital leases, and not reflected in the preceding
capital expenditure data, were $0.2 million, $0.3 million and $0.3 million over
the same periods.
Costs to further develop the computer system and to complete the
Indianapolis store will be incurred in the next 12 - 24 months. These expenses
are anticipated to be approximately $2.5 million. Financing for construction of
the store will approximate $1.5 million, while the computer system is expected
to be financed through cash generated by operations. Remaining capital
expenditures are expected to be comparable to the fiscal 1996 level and are
expected to be funded by cash generated by operations, with any temporary cash
deficiencies resulting from timing of these expenditures funded via the line of
credit.
The Company's cash flow has historically benefited from the use of net
operating loss carryforwards. The Company paid no material Federal income tax
until fiscal 1994 when the Company began paying alternative minimum tax. At
February 28, 1997, Globe had alternative minimum tax credit carryforwards of
$1.1 million that can be carried forward indefinitely.
In fiscal 1997 and 1996, net cash provided by operations was $22.5
million and $18.4 million, respectively, generating $1.7 million and $2.0
million, respectively, less cash than was necessary to fund investing activities
(excluding acquisitions), thus requiring use of the Company's credit facilities.
The Company expects cash flow from operations plus the credit facilities to be
sufficient to fund all of the Company's needs, other than significant
acquisitions, for the foreseeable future. New financing arrangements will be
needed to provide funding for future significant acquisitions.
INFLATION AND GENERAL ECONOMIC CONDITIONS
Historically, the Company has been able to offset increases in
furniture prices with increases in rental rates. Management believes that
increases in new furniture prices have averaged less than the overall inflation
rate over the last three years and expects this trend to continue.
Management believes the Company will be able to offset future increases
in leased housing unit rents and utilities with increases in rental rates.
-15-
<PAGE> 18
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
Index to Financial Statements
<TABLE>
<CAPTION>
Financial Statements: PAGE
----
<S> <C>
Report of Independent Accountants F-1
Consolidated Balance Sheet:
February 29, 1996 and February 28, 1997 F-2
Consolidated Statement of Income:
Years ended February 28, 1995, February 29, 1996 and F-3
February 28, 1997
Consolidated Statement of Cash Flows:
Years ended February 28, 1995, February 29, 1996 and F-4
February 28, 1997
Consolidated Statement of Changes in Shareholders' Equity:
Years ended February 28, 1995, February 29, 1996 and F-5
February 28, 1997
Notes to Financial Statements F-6
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts for the three
years ended February 28, 1997 F-17
All other schedules are omitted because they are not applicable or the
required information is shown in the Company's financial statements or
the notes thereto.
</TABLE>
"Selected Quarterly Financial Data" has been included in Note 12 to Globe's
Financial Statements.
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
-----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------
None
PART III
--------
The information required by the following Items will be included in
Globe's definitive Proxy Statement which will be filed with the Securities and
Exchange Commission in connection with the 1997 Annual Meeting of Shareholders
and is incorporated herein by reference:
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
ITEM 11 EXECUTIVE COMPENSATION
----------------------
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
-16-
<PAGE> 19
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of Globe Business Resources, Inc.
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of Globe
Business Resources, Inc. and its subsidiaries at February 28, 1997 and February
29, 1996 and the results of their operations and their cash flows for each of
the three years in the period ended February 28, 1997, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Cincinnati, Ohio
April 10, 1997
F-1
<PAGE> 20
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
February 28/29,
----------------------
1996 1997
---- ----
ASSETS:
<S> <C> <C>
Cash $ 133 $ 717
Trade accounts receivable, less allowance for doubtful
accounts of $327 and $460, respectively 3,427 5,345
Other receivables 103 342
Prepaid expenses 509 1,504
Rental furniture, net 37,407 48,462
Property and equipment, net 2,675 4,907
Goodwill and other intangibles, net - 10,243
Other, net 207 258
-------- --------
Total assets $ 44,461 $ 71,778
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable $ 3,473 $ 4,012
Customer deposits 1,189 1,343
Accrued compensation 1,569 1,762
Accrued taxes 447 557
Deferred income taxes 1,793 2,901
Accrued interest payable 120 371
Other accrued expenses 633 480
Debt 10,573 30,516
-------- --------
Total liabilities 19,797 41,942
-------- --------
Common stock and other shareholders' equity
Common stock, no par, 10,000,000 shares authorized,
4,254,369 and 4,440,509 shares issued and outstanding 18,549 19,883
Retained earnings 10,199 14,037
Fair market value in excess of historical cost of
acquired net assets attributable to related
party transactions (4,084) (4,084)
-------- --------
Total common stock and other shareholders' equity 24,664 29,836
-------- --------
Total liabilities and shareholders' equity $ 44,461 $ 71,778
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE> 21
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF INCOME
(In thousands except per share data)
<TABLE>
<CAPTION>
Years Ended February 28/29,
---------------------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Revenues:
Rental sales $ 36,711 $ 36,580 $ 52,751
Retail sales 11,740 13,717 14,769
-------- -------- --------
48,451 50,297 67,520
-------- -------- --------
Costs and expenses:
Cost of rental sales 7,119 8,613 18,852
Cost of retail sales 6,867 7,818 9,218
Warehouse and delivery 6,581 6,675 8,291
Occupancy 5,867 5,549 6,012
Selling and advertising 6,710 7,332 8,740
General and administration 7,090 6,484 8,653
-------- -------- --------
40,234 42,471 59,766
-------- -------- --------
Operating income 8,217 7,826 7,754
Other expenses (income):
Interest expense 2,169 2,338 1,640
Other, net 614 123 (272)
-------- -------- --------
2,783 2,461 1,368
Income before income taxes 5,434 5,365 6,386
Provision for income taxes 2,079 2,136 2,478
-------- -------- --------
Net income 3,355 3,229 3,908
Preferred stock dividends 557 505 -
-------- -------- --------
Net income applicable to common stock $ 2,798 $ 2,724 $ 3,908
======== ======== ========
Earnings per common share:
Net income $ 1.10 $ 1.03 $ 0.90
======== ======== ========
Weighted average number of common shares
outstanding 2,553 2,650 4,336
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 22
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Years Ended February 28/29,
--------------------------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,355 $ 3,229 $ 3,908
Adjustments to reconcile net income to
net cash provided by operating activities:
Rental furniture depreciation 3,879 4,741 6,055
Other depreciation and amortization 885 835 1,157
Provision for losses on accounts receivable 432 57 173
Provision for deferred income taxes 882 1,318 1,108
Loss/(gain) on sale of property and equipment (10) (17) 44
Book value of furniture sales and rental buyouts 8,572 9,637 11,832
Changes in assets and liabilities:
Accounts receivable (668) (437) (1,587)
Note receivable - 100 -
Other assets, net 13 24 9
Prepaid expenses (260) 161 (334)
Accounts payable 891 (179) 394
Customer deposits (20) 18 (324)
Accrued compensation 438 (156) (35)
Accrued taxes 507 (713) 11
Accrued interest payable (83) (144) 251
Other accrued expenses (257) (81) (176)
--------- --------- ---------
Net cash provided by operating activities 18,556 18,393 22,486
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to rental furniture (19,390) (19,853) (21,845)
Purchases of property and equipment (755) (560) (2,377)
Proceeds from disposition of property and equipment 79 30 3
Acquired businesses, net of cash acquired (30) - (15,354)
Debenture retirement - - (59)
--------- --------- ---------
Net cash used in investing activities (20,096) (20,383) (39,632)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on the revolving credit agreements 53,946 63,986 100,053
Repayments on the revolving credit agreements (52,377) (72,728) (81,329)
Proceeds from term loans 750 - -
Repayments of term loans (750) - -
Repayments of other debt (38) (500) (671)
Principal payments under capital lease obligations (317) (351) (338)
Proceeds from issuance of preferred stock 750 - -
Proceeds from exercise of common stock options - - 15
Proceeds from issuance of common stock - 17,416 -
Redemption of preferred stock - (6,162) -
Preferred stock dividends - (270) -
--------- --------- ---------
Net cash provided by financing activities 1,964 1,391 17,730
--------- --------- ---------
Net increase (decrease) in cash 424 (599) 584
Cash at beginning of period 308 732 133
--------- --------- ---------
Cash at end of period $ 732 $ 133 $ 717
========= ========= =========
Supplemental cash flow information:
Cash paid for interest $ 2,252 $ 2,482 $ 1,408
========= ========= =========
Cash paid for income taxes $ 867 $ 1,407 $ 1,302
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 23
GLOBE BUSINESS RESOURCES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK EXCESS
----------------- --------------- FAIR
OUTSTANDING OUTSTANDING RETAINED MARKET
SHARES AMOUNT SHARES AMOUNT EARNINGS VALUE TOTAL
------ ------ ------ ------ -------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at February 28, 1994 1,811,785 $ 633 1,000 $500 $ 4,677 $(4,084) $ 1,726
Stock dividend-preferred stock (424) (424)
Cash dividend (declared)
-preferred stock (133) (133)
Net income 3,355 3,355
--------- ----- ----- ---- ------- ------- ------
Balance at February 28, 1995 1,811,785 $ 633 1,000 $500 $ 7,475 $(4,084) $ 4,524
Stock dividend-preferred stock (368) (368)
Cash dividend-preferred stock (137) (137)
Stock issued in connection
with initial public offering 1,708,604 17,416 17,416
Preferred stock converted to
common stock in connection
with initial public offering 46,751 500 (1,000) (500) -
Exercise of warrant to purchase
common stock in connection
with initial public offering 687,229
Net income 3,229 3,229
--------- ------- ----- ---- ------- ------- -------
Balance at February 29, 1996 4,254,369 $18,549 - $- $10,199 $(4,084) $24,664
Stock issued in connection
with acquisitions (see Note 2) 169,000 1,324 1,324
Exercise of options, net of
tax effects 17,140 10 (70) (60)
Net income 3,908 3,908
--------- ------- ----- ---- ------- ------- -------
Balance at February 28, 1997 4,440,509 $19,883 - $- $14,037 $(4,084) $29,836
========= ======= ===== ==== ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 24
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
- ----------------------------------------
NATURE OF BUSINESS AND COMMENCEMENT OF OPERATIONS
Globe Business Resources, Inc., formerly known as Globe Furniture
Rentals, Inc., commenced operations on March 1, 1989 with the acquisition of
certain assets and assumption of certain liabilities of the former Globe
Furniture Rentals, Inc. and Globe Furniture Rental of Tri-County, Inc.
(collectively, the Selling Corporations). The transaction was accounted for as a
purchase. Certain shareholders of the Company (either directly or through
related party relationships) also had a 50% ownership in the Selling
Corporations. Consequently, only 50% of the amount by which the fair market
values of the net assets acquired exceeded their historical basis was considered
in establishing the carrying value of the net assets. The remaining 50% of such
excess was accounted for as a $4,084 reduction of shareholders' equity.
The Company rents and sells furniture in the high-end rental market to
a diversified base of commercial and residential customers in the midwestern and
western United States. Additionally, the Company provides fully furnished
short-term housing through an inventory of leased housing units to temporarily
assigned corporate personnel, new hires, trainees, consultants, government
employees and other individuals in Missouri, North Carolina and Texas.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. All intercompany transactions
are eliminated.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of accounts receivable, other assets, accounts
payable, accrued expenses and debt approximate fair value.
RENTAL FURNITURE
Rental furniture is stated at cost and depreciated on a straight-line
basis at a rate of 1% per month, which is designed to approximate an estimated
useful life of four years with provision for a 50% residual value.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost, including interest on funds
borrowed to finance the acquisition or construction of major capital additions.
Capitalized interest was $0, $0, and $15 in fiscal 1995, 1996 and 1997,
respectively. Depreciation expense is provided on a straight-line basis over
estimated useful lives of three to ten years. Leasehold improvements are
amortized on a straight-line basis over the terms of the respective leases.
Expenditures that enhance or extend the useful lives of the assets involved are
capitalized. Maintenance and repair expenditures are expensed as incurred. When
property and equipment is retired or otherwise disposed of, the related cost and
accumulated depreciation are removed from the accounts, and any resulting gain
or loss is included in income.
F-6
<PAGE> 25
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed of", which was adopted in fiscal
year 1997. The implementation of this Statement did not have a material impact
on the Company's financial statements.
GOODWILL AND OTHER INTANGIBLES
Goodwill and other intangibles are amortized on a straight-line basis
over periods ranging from three to twenty years. The Company periodically
reviews goodwill and other intangibles and impairments will be recognized if a
permanent decline in value has occurred. Accumulated amortization of goodwill
and other intangibles was $0, $0, and $225 at fiscal year-end 1995, 1996 and
1997, respectively.
REVENUE RECOGNITION
Leases of furniture generally have an initial term of three to six
months in duration and can be extended by the customer on a month-to-month
basis. Leased housing unit rentals vary in terms from a few days to several
months. Furniture rentals and leased housing unit rentals are accounted for as
operating leases, and revenue is recorded in the month earned. For sales of
furniture, as well as rental buyouts, revenue and related cost of sales are
recorded when the furniture is delivered or taken off lease.
ADVERTISING
The costs of advertising are generally expensed as incurred.
OTHER EXPENSES
Other expenses are mainly comprised of interest charges except for the
year ended February 28, 1995 where the Company also incurred $611 of costs
associated with a postponed initial public stock offering.
INCOME TAXES
In accordance with SFAS No. 109, "Accounting for Income Taxes",
deferred taxes are provided for all differences between the financial statement
basis and the tax basis of assets and liabilities using the enacted tax rate. A
valuation allowance is provided for deferred tax assets which are more likely
than not unrealizable.
EARNINGS PER SHARE
Earnings per share for fiscal 1995 and 1996 were determined by dividing
net income applicable to common stock by the weighted average number of shares
of common stock and common stock equivalents outstanding during the period.
Outstanding stock options and warrants are common stock equivalents. Net income
applicable to common stock is net income reduced by preferred stock dividends.
Earnings per share for fiscal 1997 were determined by dividing net
income applicable to common stock by the weighted average number of shares of
common stock outstanding during the period. Outstanding stock options are not
included as common stock equivalents as the exercise would not cause a dilutive
effect in excess of 3%.
F-7
<PAGE> 26
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Supplemental earnings per common share for the year ended February 29, 1996
is $0.92. Supplemental earnings per common share is computed as if the repayment
of $10,984 of debt, the payment of accrued dividends and redemption of preferred
stock of $6,432, and the exchange of preferred stock of $500 concurrent with the
initial public offering, had occurred on March 1, 1995 and the number of common
shares needed to fund such transactions were issued on that same date. Net
income used in computing supplemental earnings per common share excludes the
historical preferred stock dividends and interest expense applicable to the
preferred stock redeemed and exchanged and the debt repaid.
In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share", which is required to be adopted in fiscal year 1998.
The implementation of this Statement is not anticipated to have a material
impact on the Company's reported earnings per share.
USE OF ESTIMATES
The financial statements, which are prepared in conformity with generally
accepted accounting principles, require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported periods.
Actual results could differ from these estimates.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the
current year presentation.
STOCK OPTION PLAN
The Company follows Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees", in accounting for its employee stock
options and has not recognized compensation expense for those options granted in
the year ended February 28, 1997. As permitted by SFAS No. 123, "Accounting for
Stock-Based Compensation", the Company has elected to adopt the disclosure only
provisions. (See Note 8 for further information.)
NOTE 2--ACQUISITIONS:
- ---------------------
On June 13, 1996, Globe acquired substantially all the assets of
privately-owned Interim Quarters, Inc. ("IQ") for $5,700 in cash, 85,700 shares
of Globe common stock and Globe's assumption of certain liabilities. Liabilities
assumed included bonuses payable to current IQ employees amounting to 13,300
shares of Globe common stock. IQ, based in Dallas, Texas, provides short-term
housing to transferring or temporarily assigned corporate personnel, new hires,
trainees and consultants. IQ maintains an inventory of approximately 800 leased
housing units in the Dallas/Ft. Worth metropolitan area and had annual revenues
of approximately $11 million for the year ended December 31, 1995.
On June 19, 1996, Globe acquired substantially all the assets of
privately-owned Instant Office Furniture, Inc. ("IO") for approximately $700 in
cash. IO, based in Costa Mesa, California, rents and sells office furniture to a
variety of customers in southern California. Annual revenues are approximately
$1 million.
On October 3, 1996, Globe acquired all furniture rental contracts and
various other assets of privately-owned Apartment Furniture Rental, Inc. ("AFR")
for approximately $4,400 in cash and a $300 promissory note. Globe also
purchased affiliated real estate for $300 in cash on January 9, 1997. AFR, based
in Detroit, Michigan, rents and sells residential furniture and has annual
revenues of approximately $5 million.
F-8
<PAGE> 27
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
On December 16, 1996, Globe acquired substantially all the assets and
assumed certain liabilities of two privately-owned corporate housing companies.
Thomas J. Koch & Associates, Inc.("TJK"), based in Charlotte, North
Carolina, was acquired for $3,600 in cash, a $1,200 promissory note and 70,000
shares of Globe common stock. TJK maintains an inventory of approximately 400
leased housing units which are used to provide short-term housing to
transferring or temporarily assigned corporate personnel, new hires, trainees
and consultants. Annual revenues are approximately $7 million.
Guest Suites, Inc. ("GS"), based in Raleigh, North Carolina, was acquired
for approximately $1,500 in cash plus contingent consideration not to exceed
$900, payable in the first quarter of fiscal year 2000. GS maintains an
inventory of approximately 150 leased housing units which are used to provide
short-term housing to transferring or temporarily assigned corporate personnel,
new hires, trainees and consultants. Annual revenues are approximately $3
million.
In accordance with APB No. 16, all acquisitions were accounted for using
the purchase method.
The purchase price allocation for IQ, IO, AFR, TJK and GS is as follows:
<TABLE>
<CAPTION>
<S> <C>
Cash, receivables and prepaids $2,220
Rental furniture 7,097
Property and equipment 834
Other assets 40
Goodwill and other intangibles 10,468
------
20,659
Liabilities assumed (3,165)
-------
$17,494
=======
</TABLE>
The following table sets forth certain income statement data on an
unaudited proforma basis, as if IQ, IO, AFR, TJK and GS were acquired at the
beginning of the periods indicated.
<TABLE>
<CAPTION>
Twelve Months Ended
-------------------
February 28/29,
-------------------
1996 1997
---- ----
<S> <C> <C>
Total Revenue $76,992 $82,877
Net Income 4,622 4,957
Earnings per common share $ 1.46 $ 1.12
Weighted average number of common shares
outstanding 2,819 4,436
</TABLE>
SUBSEQUENT EVENT (UNAUDITED):
- -----------------------------
On April 28, 1997, Globe acquired substantially all the assets of
privately-owned The Hotel Alternative, Inc. ("THA") for $3,400 in cash, the
assumption of certain liabilities and contingent consideration consisting of up
to 50,000 shares of Globe common stock, currently held in escrow, issuable in
the first quarter of fiscal year 1999 and up to $1,000 payable in the fourth
quarter of fiscal year 1998. THA, with operations in Seattle, Washington and
Portland, Oregon, provides short-term housing to transferring or temporarily
assigned corporate personnel, new hires, trainees and consultants. THA maintains
an inventory of approximately 500 leased housing units and had annual revenues
of approximately $6 million for the year ended December 31, 1996.
F-9
<PAGE> 28
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 3--GRANTREE DEBENTURE:
- ---------------------------
Effective January 4, 1993, the Company acquired all of the outstanding
stock of GranTree Corporation. In March 1991, GranTree filed for Chapter 11
bankruptcy, and in March 1992, a plan of reorganization was confirmed by the
U.S. Bankruptcy Court. As part of the bankruptcy proceedings, GranTree issued a
non-interest bearing convertible debenture in the principal amount of ten
dollars. Globe had purchased an interest of approximately 73% of this debenture
prior to February 1994. This debenture was convertible until March 31, 1996 into
20% of GranTree's common stock issued and outstanding after the conversion. In
February 1996, GranTree gave notice to Fleet National Bank ("Fleet"), the record
holder of the debenture and Agent for the parties holding a beneficial interest
in the debenture, that the expiration of the debenture conversion period and
debenture maturity date would occur on March 31, 1996. Fleet provided the
required notice to all parties having a beneficial interest in the debenture of
the March 31, 1996 expiration of the conversion period and debenture maturity
date. The debenture was not converted and was subsequently retired in April
1996.
NOTE 4--RENTAL FURNITURE:
- -------------------------
<TABLE>
<CAPTION>
FEBRUARY 28/29,
--------------------
1996 1997
---- ----
<S> <C> <C>
Furniture on rental $ 30,814 $ 39,509
Furniture on hand 12,811 16,808
-------- --------
43,625 56,317
Accumulated depreciation (6,218) (7,855)
-------- --------
$ 37,407 $ 48,462
======== ========
</TABLE>
NOTE 5--PROPERTY AND EQUIPMENT AND LEASES:
- ------------------------------------------
Property and equipment consists of the following:
<TABLE>
<CAPTION>
FEBRUARY 28/29,
------------------
1996 1997
---- ----
<S> <C> <C>
Land $ - $ 370
Buildings - 277
Leasehold improvements 2,192 2,347
Delivery equipment 780 1,249
Office and store equipment 1,484 1,928
Assets under capital lease (primarily delivery and
computer equipment) 1,469 1,622
Construction in progress 101 1,266
------- -------
6,026 9,059
Accumulated depreciation and amortization (3,351) (4,152)
------- -------
$ 2,675 $ 4,907
======= =======
</TABLE>
The Company leases certain real property and equipment under operating
leases from unrelated third parties and from certain of the Company's
shareholders. Lease terms range from one to ten years. Rental expense was
$3,586, $3,459 and $3,703 in 1995, 1996 and 1997, respectively.
Acquisition of assets financed through capital leases totaled $261,
$265 and $153 in 1995, 1996 and 1997, respectively.
F-10
<PAGE> 29
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Minimum future rentals under noncancelable capital and operating leases at
February 28, 1997 are as follows:
<TABLE>
<CAPTION>
OPERATING LEASES
-------------------
CAPITAL RELATED UNRELATED
LEASES PARTIES PARTIES TOTAL
------ ------- ------- -----
<S> <C> <C> <C> <C>
1998 $ 323 $ 755 $ 3,071 $ 4,149
1999 182 755 2,607 3,544
2000 50 226 1,631 1,907
2001 45 110 1,218 1,373
2002 - - 465 465
Thereafter - - 242 242
-------- -------- -------- --------
Total minimum lease payments 600 1,846 9,234 11,680
Amounts receivable from sublease - - (231) (231)
-------- -------- -------- --------
Minimum future lease obligations 600 $ 1,846 $ 9,003 $ 11,449
======== ======== ========
Amount representing interest (59)
--------
Present value of capital lease obligations $ 541
========
</TABLE>
NOTE 6 -- DEBT:
- --------------
Outstanding debt consists of:
<TABLE>
<CAPTION>
FEBRUARY 28/29,
---------------------
1996 1997
---- ----
<S> <C> <C>
The Fifth Third Bank, PNC Bank, KeyBank and
Fountain Square Commercial Funding Corp.
revolving note, average interest of 7.16%
and 7.59%, respectively $ 9,830 $28,554
6.0% note payable to seller of acquired
business, payable in monthly installments,
due December 31, 2000 - 1,150
7.5% note payable to seller of acquired
business, payable in monthly installments,
due November 2, 1998 - 271
Capital lease obligations 743 541
------- -------
$10,573 $30,516
======= =======
</TABLE>
In February 1996, the Company raised net proceeds of approximately
$17.4 million in an initial public offering of its common stock. The Company
used those proceeds to pay a portion of the Company's outstanding bank debt and
redeem all outstanding shares of the Company's redeemable preferred stock plus
accrued dividends. At the completion of the initial public offering, a new $30
million line of credit replaced the credit agreement in place at that time.
Effective December 16, 1996, the Company obtained a new $45 million line of
credit (the 1996 Credit Agreement) which replaced the $30 million line. Interest
rates for this line of credit are based on a leverage formula, which is
currently the lesser of the prime rate plus 50 basis points or LIBOR plus 225
basis points. At February 28, 1997, the 1996 Credit Agreement provided a total
unused credit facility of approximately $16 million. Borrowings under the 1996
Credit Agreement are permitted up to the lesser of $45 million or the maximum
available under borrowing base calculations ($35.8 million at February 28, 1997)
and are secured by eligible furniture, leases and accounts receivable. The
borrowing base calculation is based on a multiple of eligible rent roll, a
percentage of eligible furniture on hand and a percentage of eligible retail
receivables. Unused facility fees are payable at 0.375% per year. The term of
the 1996 Credit Agreement will expire on March 1, 1998.
F-11
<PAGE> 30
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The 1996 Credit Agreement contains covenants that limit the amount of dividends
or distributions the Company can pay on its common stock and the amount of its
own stock the Company can repurchase. The Company may pay dividends or
distributions on its common stock or repurchase shares of its common stock so
long as the aggregate amount is not in excess of $2 million in any fiscal year.
Any portion of such $2 million which is not utilized in the fiscal year ending
February 28, 1997 will be available for utilization during the next fiscal year
in addition to the $2 million already available for that year.
The aggregate payments of debt outstanding at February 28, 1997 for the
next five fiscal years are summarized as follows:
<TABLE>
<CAPTION>
<S> <C>
1998 $ 676
1999 29,202
2000 345
2001 293
2002 -
-------
$30,516
=======
</TABLE>
SUBSEQUENT EVENT:
- -----------------
Effective March 13, 1997, the Company obtained a $1.5 million mortgage
note with The Fifth Third Bank to fund the construction of a showroom/clearance
center/warehouse facility. The note is secured by the real estate and building.
Interest is at the prime rate and will be due monthly starting May 1, 1997. This
construction loan expires September 1, 1997, at which time the Company
anticipates replacing it with permanent financing.
NOTE 7--SHAREHOLDERS' EQUITY:
- -----------------------------
In February 1996, the Company sold, in an initial public offering
("IPO"), 1,708,604 shares of the Company's common stock no par value on the
Nasdaq National Market. In addition, a warrant to purchase 687,229 shares of the
Company's common stock was exercised by BancBoston Ventures Inc. for its nominal
exercise price and such shares were included in the IPO. Also, concurrent with
the IPO, all of the shares of the series D preferred stock were exchanged for
46,751 shares of common stock.
The IPO raised net proceeds of $17,416 after related costs of $858. The
proceeds were used to repay a portion of outstanding debt and to pay accrued
dividends and redeem preferred stock held by the Company's principal
shareholders.
One hundred thousand authorized but unissued shares of preferred stock
may be issued from time to time in series having such designated preferences and
rights, qualifications and limitations as the Board of Directors may determine
without any approval of shareholders.
NOTE 8--STOCK OPTIONS:
- ----------------------
Nonqualified options to purchase shares of the Company's common stock
were granted to certain key employees of the Company in April 1989, 1990 and
1992 under separate stock option agreements with these employees. Such options
were granted at a price equal to the market value at the date of grant. The
options expire ten years after the date of grant. As of February 29, 1996,
options to purchase 49,586 shares were exercisable. Of these options, 30,514
were exercisable at $0.35 per share and 19,072 were exercisable at $1.03 per
share. During fiscal 1997, options to purchase 15,257 shares at $0.35 per share
and 9,536 at $1.03 per share were exercised. As of February 28, 1997, options to
purchase 24,793 shares, 15,257 at $0.35 per share and 9,536 at $1.03 per share,
were exercisable.
F-12
<PAGE> 31
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Effective January 11, 1996 the Company established a new stock option
plan (the 1996 Plan) which provides for the grant of options to purchase up to
200,249 shares of Common Stock. The 1996 Plan is administered by the
Compensation Committee of the Company's Board of Directors. The Committee
intends to grant options at prices which are at least 95% of the market value at
the date of grant. The maximum number of shares with respect to which options
may be granted to any employee during each fiscal year of the Company is 19,071.
Options under the 1996 Plan become exercisable at the rate of 25% per year
commencing one year after grant or as determined by the Committee and expire ten
years after date of grant. The 1996 Plan provides for the grant of both
incentive stock options and nonqualified stock options.
In March 1996, options to purchase 94,000 shares of the Company's
common stock were granted under the 1996 Plan at the initial public offering
price of $11.50. The exercise price of all but 12,000 of these options was
modified to $8.00 per share in November, 1996. At the same time, options to
purchase an additional 55,000 shares of the Company's common stock were granted
under the 1996 Plan at an exercise price of $8.00 per share.
During fiscal 1997, 22,000 options were canceled per the terms of the
1996 Plan. At February 28, 1997, options to purchase 127,000 shares of common
stock were outstanding but not exercisable and 73,249 shares were available for
grant.
The following information presents the disclosure of certain data as
required by SFAS No. 123, "Accounting for Stock-Based Compensation".
<TABLE>
<CAPTION>
Weighted
Number of Average
Shares Price
--------- --------
<S> <C> <C>
Options outstanding at February 28, 1994 74,379 $0.61
-------- -----
Granted 0
Canceled 0
Exercised 0
Options outstanding at February 28, 1995 74,379 $0.61
-------- -----
Granted 0
Canceled (24,793) $0.61
Exercised 0
Options outstanding at February 29, 1996 49,586 $0.61
-------- -----
Granted 149,000 $8.28
Canceled (22,000) $8.00
Exercised (24,793) $0.61
Options outstanding at February 28, 1997 151,793 $7.07
-------- -----
</TABLE>
The fair value of each option granted during fiscal 1997 is estimated
using the Black-Scholes option-pricing model assuming: (1) average risk-free
interest rate of 6.08%, (2) expected life of 5 years, (3) expected volatility of
40% and (4) no dividend yield.
The weighted average fair value of the options granted under the 1996
Plan is $4.38.
F-13
<PAGE> 32
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
The following tables summarize stock options outstanding and
exercisable at February 28, 1997:
<TABLE>
<CAPTION>
Options Outstanding
- ------------------------------------------------------------------------------
Weighted Average
Range of Options Remaining Contractual Weighted Average
Exercise Prices Outstanding Life Exercise Price
- --------------- ----------- --------------------- --------------
<S> <C> <C> <C>
$0.35 - $1.03 24,793 3.23 yrs. $ 0.61
$ 8.00 115,000 9.32 yrs. $ 8.00
$11.50 12,000 9.02 yrs. $11.50
$0.35 - $11.50 151,793 8.30 yrs. $ 7.07
</TABLE>
<TABLE>
<CAPTION>
Options Exercisable
------------------------------------------------------
Range of Options Weighted Average
Exercise Prices Exercisable Exercise Price
--------------- ----------- --------------
<S> <C> <C>
$0.35 - $1.03 24,793 $ 0.61
</TABLE>
Had compensation expense been recorded for 1995, 1996 and 1997 grants
for stock-based compensation plans in accordance with the provisions of SFAS No.
123, the Company would have reported net income and earnings per share as
follows:
<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Net Income applicable to common stock:
As reported $2,798 $2,724 $3,908
Pro forma $2,798 $2,724 $3,810
Earnings per common share
As reported $ 1.10 $ 1.03 $ 0.90
Pro forma $ 1.10 $ 1.03 $ 0.88
</TABLE>
NOTE 9--INCOME TAXES:
- ---------------------
The components of income tax expense for the years ended February 28,
1995, February 29, 1996 and February 28, 1997 are as follows:
<TABLE>
<CAPTION>
FEBRUARY 28/29,
----------------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Current $ 776 $ 597 $1,067
Deferred 746 1,161 992
State and local taxes 557 378 419
------ ------ ------
$2,079 $2,136 $2,478
====== ====== ======
</TABLE>
F-14
<PAGE> 33
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Deferred tax assets and liabilities consist of the following:
<TABLE>
<CAPTION>
FEBRUARY 28/29,
--------------------
1996 1997
---- ----
<S> <C> <C>
Deferred assets:
Net operating loss (NOL) carryforwards $ 7 $ 0
Alternative minimum tax (AMT) credit carryforwards 1,418 1,133
Deferred state taxes 148 192
Accruals 399 539
Excess GranTree tax basis 330 330
Capitalized reorganization costs 299 299
Other 181 85
------- -------
2,782 2,578
Deferred liabilities:
Depreciation and other (4,243) (5,147)
------- -------
Net deferred liability (1,461) (2,569)
Valuation allowance (332) (332)
------- -------
Liability reflected in balance sheet $(1,793) $(2,901)
======= =======
</TABLE>
A reconciliation of the effective tax rate to the statutory federal tax
rate is summarized as follows:
<TABLE>
<CAPTION>
FEBRUARY 28/29,
--------------------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Federal income taxes at 34% statutory rate $ 1,848 $ 1,824 $ 2,171
State and local taxes, net of federal benefit 278 249 267
Permanent differences 22 37 16
Other (69) 26 24
------- ------- -------
Provision for income taxes $ 2,079 $ 2,136 $ 2,478
======= ======= =======
</TABLE>
At February 28, 1997, Globe had AMT credit carryforwards of $1,133,
which can be carried forward indefinitely.
As a result of the initial public offering and the subsequent ownership
change of the Company by more than 50%, the annual utilization of the AMT credit
carryforward is limited. The Company incurred the alternative minimum tax for
fiscal 1996 and began using the alternative minimum tax carryforward in fiscal
1997.
The tax basis of GranTree's net assets at the date of its acquisition
by Globe exceeded the financial reporting basis. However, income tax regulations
limit the portion of such excess basis that can be deducted for income tax
purposes. The Company currently estimates that approximately $971 of the total
excess tax basis will be available as tax deductions to offset GranTree taxable
income beginning in 1998.
The valuation allowance primarily relates to the capitalized
reorganization costs, which can only be realized upon disposition of GranTree.
NOTE 10--401(k) PLANS:
- ----------------------
GranTree maintained a defined contribution benefit plan and, in 1993,
Globe established a separate defined contribution benefit plan. These plans
covered substantially all full-time employees. The Company matched 25% of the
first 4% contributed by Globe employees and the first 3% contributed by GranTree
employees, who could elect to contribute up to 15% and 16% of compensation to
the Globe plan and GranTree plan, respectively.
F-15
<PAGE> 34
GLOBE BUSINESS RESOURCES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
As of January 1, 1995 the Company established a single plan for the
employees of both Globe and GranTree. All assets from the prior plans were
placed into this plan. An employee must complete one year of service and attain
the age of 21 to be eligible to participate in the plan. To satisfy the required
period of service, an employee must complete at least 1,000 hours of service
during a consecutive twelve month period. Eligible employees may elect to have
between 1% and 15% of their before-tax pay contributed to the plan. The Company
will make a matching contribution of 25 cents on each dollar contributed by a
participant up to 4% of a participant's total pay. Participants become vested in
the Company contributions to the extent of 10% after one year, 25% after two
years, 45% after three years, 70% after four years, and 100% after five years.
Expense related to these plans was $50, $82 and $58 in 1995, 1996 and
1997, respectively.
NOTE 11--RELATED PARTY TRANSACTIONS:
- ------------------------------------
The Company leases certain real property and equipment under operating
leases from certain of the Company's officers and directors. Lease terms range
from one to ten years. Related party rental expenses were $746, $756 and $771 in
1995, 1996 and 1997, respectively. The Company purchases furniture from and
sells furniture to a company owned by one of the Company's directors at cost.
The Company believes that this arrangement serves as a convenience to both
parties' operations in Cincinnati, Ohio. Furniture purchases from this company
totaled $21, $20 and $18 in 1995, 1996 and 1997, respectively. Furniture sales
to this company totaled $44, $11 and $1 in 1995, 1996 and 1997, respectively.
The Company had a consulting agreement with a former owner of the
Selling Corporations (who is currently a director of the Company) which
required monthly payments of approximately $10 (annual payments of $125) through
April 1994. In addition the Company made a $10 consulting payment to the same
shareholder in fiscal 1996.
In connection with the acquisition of GranTree, the Company made a
relocation loan of $100 to an officer and shareholder. After one year interest
free, the note bore interest at the prime rate. The note and accrued interest
were paid in fiscal 1996.
NOTE 12--QUARTERLY INFORMATION (UNAUDITED):
- -------------------------------------------
Quarterly Operating Results - The following are quarterly results of
consolidated operations for fiscal 1996 and fiscal 1997 (in thousands except per
share data).
<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER TOTAL
------- ------- ------- ------- -----
FISCAL YEAR ENDED
FEBRUARY 29, 1996
-----------------
<S> <C> <C> <C> <C> <C>
Revenues $12,262 $12,960 $13,064 $12,011 $50,297
Gross profit 8,317 9,099 9,043 7,407 33,866
Operating income 1,792 2,506 2,335 1,193 7,826
Net income 722 1,107 998 402 3,229
Earnings per common share $ 0.23 $ 0.38 $ 0.34 $ 0.10 $ 1.03
FISCAL YEAR ENDED
FEBRUARY 28, 1997
-----------------
Revenues $13,113 $17,710 $17,604 $19,093 $67,520
Gross profit 8,443 10,178 10,152 10,677 39,450
Operating income 1,555 2,184 2,082 1,933 7,754
Net income 824 1,123 1,046 915 3,908
Earnings per common share $ 0.19 $ 0.26 $ 0.24 $ 0.21 $ 0.90
</TABLE>
F-16
<PAGE> 35
GLOBE BUSINESS RESOURCES, INC. - CONSOLIDATED
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
<TABLE>
<CAPTION>
Balance Charged Charged
At (Credited) to (Credited) to Balance at
Beginning Cost and Other End of
Description of Period Expenses Accounts Deductions Period
- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts:
Year ended February 28, 1995 $ 251 $ 432 $ - $ 236 $ 447
Year ended February 29, 1996 447 57 - 177 327
Year ended February 28, 1997 327 173 - 40 460
</TABLE>
<TABLE>
<CAPTION>
Balance Charged
At (Credited) to Balance at
Beginning Other End of
Description of Period Accounts Deductions Period
- ----------- --------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
FAS 109 Valuation Allowance:
Year ended February 28, 1995 $ 299 $ - $ - $ 299
Year ended February 29, 1996 299 33 - 332
Year ended February 28, 1997 332 - - 332
</TABLE>
F-17
<PAGE> 36
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
(a) Documents filed as part of this Report:
1. Financial Statements are included in Part II, Item 8.
2. Financial Statement Schedules are included in Part II, Item 8.
3. Exhibits - see Exhibit Index.
(b) Reports on Form 8-K filed during the fourth quarter of fiscal 1997:
None
S-1
<PAGE> 37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Globe Business Resources, Inc.
By: /s/ David D. Hoguet
-----------------------------
David D. Hoguet
Chief Executive Officer
Signed: May 2, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ David D. Hoguet
- ------------------------------
David D. Hoguet Director May 2, 1997
/s/ Blair D. Neller
- ------------------------------
Blair D. Neller Director May 2, 1997
/s/ Alvin Z. Meisel
- ------------------------------
Alvin Z. Meisel Director May 2, 1997
/s/ William R. Griffin
- ------------------------------
William R. Griffin Director May 2, 1997
/s/ Thomas C. Parise
- ------------------------------
Thomas C. Parise Director May 2, 1997
Senior Vice President-
/s/ Sharon G. Kebe Finance and Treasurer
- ------------------------------ (Principal Financial Officer) May 2, 1997
Sharon G. Kebe
</TABLE>
<PAGE> 38
GLOBE BUSINESS RESOURCES, INC.
INDEX TO EXHIBITS
Number Exhibit Description
- ------ -------------------
3.1 Amended and Restated Articles of Incorporation of the
Registrant *
3.2 Code of Regulations of the Registrant *
4.1 Form of Stock Certificate *
10.1 Amended and Restated Credit Agreement among the Registrant,
GranTree Corporation, The Fifth Third Bank, PNC Bank and
Society National Bank dated as of February 28, 1996 *
10.2 Amended and Restated Credit Agreement among the Registrant,
GranTree Corporation, Interim Quarters, LTD., Corporate Stay
International, Inc., The Fifth Third Bank, PNC Bank, KeyBank
National Bank and Fountain Square Commercial Funding Corp.
dated as of December 16, 1996
10.3 Tax Allocation Agreement for Registrant and its subsidiaries
dated as of December 31, 1992 *
10.4 1996 Stock Option Plan *
10.5 GranTree Corporation Convertible Debenture due 1996 *
10.6 Amended Severance Agreement for David D. Hoguet *
10.7 Amended Severance Agreement for Blair D. Neller *
11 Computation of earnings per common share
21 Subsidiaries of the registrant
23 Consent of Price Waterhouse LLP
27 Financial data schedule
99 Safe Harbor
* Incorporated by reference to Registration No. 33-99894
E-1
<PAGE> 1
GLOBE BUSINESS RESOURCES, INC.
EXHIBIT 10.2 - AMENDED AND RESTATED CREDIT AGREEMENT
This Amended and Restated Credit Agreement (the "Agreement") is entered into as
of the 16th day of December, 1996, by and among GLOBE BUSINESS RESOURCES, INC.,
an Ohio corporation formerly known as and doing business as Globe Furniture
Rentals ("Globe"), GRANTREE CORPORATION, an Oregon corporation, dba Globe
Furniture Rentals ("GranTree"), INTERIM QUARTERS LTD., an Ohio limited liability
company ("Interim") and CORPORATE STAY INTERNATIONAL, INC., an Ohio corporation
("Corporate") (Globe, GranTree, Interim and Corporate shall collectively be
referred to as the "Borrowers" and each a "Borrower"), THE FIFTH THIRD BANK, an
Ohio banking corporation ("Fifth Third"), KEYBANK NATIONAL ASSOCIATION, a
national banking association ("KeyBank"), PNC BANK, OHIO, NATIONAL ASSOCIATION,
a national banking association ("PNC") and FOUNTAIN SQUARE COMMERCIAL FUNDING
CORP., a Delaware corporation ("Fountain Square"), as lenders (collectively, the
"Banks" and each a "Bank"), and THE FIFTH THIRD BANK, in its capacity as Agent
for the Banks (the "Agent").
W I T N E S S E T H :
WHEREAS, Globe and Fifth Third entered into that certain Credit and Security
Agreement, originally dated April 25, 1989, as such was amended pursuant to
Amendment No. 1 thereto, dated September 24, 1991, Amendment No. 2 thereto,
dated November 5, 1991, Amendment No. 3 thereto, dated April 22, 1992, Amendment
No. 4 thereto, dated December 31, 1992, Amendment No. 5 thereto, dated November
10, 1993, Amendment No. 6 thereto, dated May 5, 1994 and Amendment No. 7
thereto, dated August 16, 1994 (the "Prior Agreement");
WHEREAS, Globe executed and delivered to Fifth Third a Revolving Note,
originally dated April 25, 1989, in the principal amount of $14,000,000, as such
was amended and restated on September 24, 1991, November 5, 1991, April 22,
1992, December 31, 1992 and May 5, 1994;
WHEREAS, Globe executed and delivered to Fifth Third a Term Note, originally
dated September 24, 1991, in the principal amount of $3,000,000, as such was
amended and restated on November 5, 1991 and November 10, 1993;
WHEREAS, on January 31, 1995, Borrowers, Fifth Third and KeyBank amended and
restated the Prior Agreement (the "Amended and Restated Agreement") and also
agreed to increase the principal amount of the Facility (defined below);
WHEREAS, on February 28, 1996, Borrowers, Fifth Third and KeyBank further
amended and restated the Amended and Restated Agreement, increased the maximum
amount of the Facility (defined below) and added PNC as an additional lender
hereunder;
WHEREAS, Fifth Third wishes to permit Fountain Square to join in the Agreement
as one of the Banks and to have a first opportunity to advance funds on an
uncommitted basis which are committed by Fifth Third;
WHEREAS, Borrowers wish to further increase the maximum amount of the Facility
(defined below);
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions.
------------
Certain capitalized terms have the meanings set forth on Exhibit 1 hereto or in
the Security Agreement. All financial terms used in this Agreement but not
defined on Exhibit 1 or in the Security Agreement have the meanings given to
them by generally accepted accounting principles. All other undefined terms have
the meanings given to them in the Ohio Uniform Commercial Code.
<PAGE> 2
Section 2. Loans.
------
2.1. REVOLVING CREDIT LOANS. (a) Subject to the terms and conditions hereof, a
line of credit facility (the "Facility") is hereby established pursuant to which
each Bank hereby severally agrees to make revolving loans (the "Loans") to
Borrowers at any Borrower's request from time to time during the term of this
Agreement in amounts not exceeding the lesser of $45,000,000, or the sum of:
(i) Five Hundred Seventy-Five Percent (575%) (the "Rent Roll
Factor") of Borrowers' combined Eligible Rent Roll; plus
(ii) Three Hundred Twenty-Five Percent (325%) of Borrowers'
combined Corporate Housing Rent Roll ("Housing Rent Roll
Factor"); plus
(iii) the lesser of $10,000,000 or fifty percent (50%) of Borrowers'
combined Eligible Inventory; plus
(iv) the lesser of $2,500,000 or thirty-five percent (35%) of
Borrowers' combined Eligible Corporate Housing Equipment; plus
(v) Seventy-Five percent (75%) of the net amount of Borrowers'
Eligible Accounts; less
(vi) amounts outstanding under any Letter of Credit(s).
Agent may create and maintain reserves from time to time based on such credit
and collateral considerations as Agent may reasonably deem appropriate.
Borrowers may borrow, prepay and reborrow hereunder, provided that the principal
amount of all Loans outstanding at any one time shall not exceed the limits set
forth above in this Agreement; if the amount of the Loans outstanding at any
time exceeds those limits, Borrowers shall immediately pay the amount of such
excess to Agent for the account of Banks in immediately available funds. Loans
will be made ratably by the respective Banks in proportion to their respective
Revolving Credit Commitment Percentages set forth in Section 2.1 (b), and
repayments of Loans shall be for the account of the respective Banks in the same
proportion (subject to the provisions of this Agreement relating to Defaulting
Banks).
(b) The Revolving Credit Commitment and Revolving Credit Commitment
Percentage of each Bank and the Total Revolving Credit Commitment are as set
forth below:
<TABLE>
<CAPTION>
<S> <C> <C>
The Fifth Third Bank $18,000,000 40%
PNC Bank, Ohio, National Association $18,000,000 40%
KeyBank National Association $ 9,000,000 20%
Total Revolving Credit Commitment $45,000,000 100%.
</TABLE>
-2-
<PAGE> 3
(c) If Agent advances to Borrowers any portion of a Loan requested by
Borrowers before the corresponding amount has been received by Agent from the
Bank which is to send such moneys to Agent, and Agent does not receive the
corresponding amount from the relevant Bank when due, then the relevant Bank
shall immediately pay such sum to Agent, with interest at the rate set forth in
Section 3.1 of this Agreement; and upon demand from Agent, but without prejudice
to Borrowers' rights with respect to the relevant Bank, Borrowers shall repay to
Agent the amount not paid to Agent by such Bank, with interest at the rate
applicable for Loans. If any Bank fails to make a Loan to be made by it
hereunder, no other Bank shall be responsible for such failure or be required to
advance such sum to Borrowers.
(d) Borrowers may request a Revolving Loan by utilizing the commercial
sweep, or by written or telephone notice to Agent. Agent will make Revolving
Loans by crediting the amount thereof to Borrowers' accounts with Agent. The
proceeds of the Revolving Loans will be used for general working capital and
capital expenditures as permitted herein.
(e) On the date hereof, Borrowers will duly issue and deliver to each
Bank a Revolving Note in the form of Exhibits 2.1(e) (i), (ii), (iii) and 2.1(i)
respectively (collectively the "Revolving Notes" and each a "Revolving Note") in
the principal amount of such Bank's Revolving Commitment Amount and each
Revolving Note shall bear interest as set forth in the respective Revolving
Notes.
(f) Advances made to Borrowers under the Facility will be made first
under the Revolving Notes in proportional amounts based upon each Bank's
Revolving Credit Commitment Percentage.
(g) The Borrowers shall have the right to prepay the indebtedness
represented by the Revolving Notes, in whole at any time or in part from time to
time, without premium or penalty.
(h) The term of the Facility will expire on March 1, 1998 and the
Revolving Notes will become payable in full on that date. So long as no Event of
Default has occurred and Borrowers' consolidated financial condition and
business prospects have not deteriorated in any material respect, Banks will, in
good faith, consider renewing the term of the Facility for additional periods
beyond the original maturity date of the Facility. However, if Borrowers meet
the above-mentioned conditions, Banks will be under no obligation to renew this
Facility.
(i) Fifth Third has committed under this Agreement to participate in
the Loans described herein up to a maximum amount of $18,000,000 (the "Fifth
Third Facility"). Notwithstanding the foregoing, Fifth Third wishes to permit
Fountain Square to have the first opportunity to fund all or part of the funds
borrowed under Fifth Third's Facility on an uncommitted basis (the "Fountain
Square Facility"). Fountain Square is a special purpose corporation, managed by
Fifth Third. The Fountain Square Facility shall be evidenced by a promissory
note executed by Borrowers and made payable to Fountain Square in the amount of
$18,000,000 and substantially in the form of Exhibit 2.1(i) attached hereto.
The amount of Fifth Third's commitment hereunder shall be reduced by
the amount of all fundings made by Fountain Square. If Fountain Square is unable
or unwilling to fund Fifth Third's portion of the Loans at any time or for any
reason, Fifth Third shall advance such funding. If Fountain Square makes an
advance hereunder, Fountain Square will be considered a "Bank" hereunder for all
purposes and will be entitled to all rights and benefits hereunder and will have
the same rights and benefits afforded the other Banks under all collateral
documents pertaining hereto. As long as this Agreement shall remain in effect,
Fifth Third's commitment shall remain in full force and effect.
FOUNTAIN SQUARE'S INTEREST HEREIN SHALL BE AN UNCOMMITTED FACILITY AND
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR ANY COURSE OF DEALING BETWEEN
FOUNTAIN SQUARE AND EACH BORROWER, THE DECISION AS TO WHETHER OR NOT TO MAKE ANY
LOANS SHALL BE IN FOUNTAIN SQUARE'S SOLE AND ABSOLUTE DISCRETION.
-3-
<PAGE> 4
Each Loan funded by Fountain Square shall be in the minimum principal
sum of $500,000. Borrowers agree to repay Fountain Square on the date then due
each Loan now or hereafter made by Fountain Square to Borrowers, together with
interest thereon at the agreed rate. Interest on all Loans shall be computed on
the basis of a 360-day year for the actual number of days elapsed.
Each Borrower hereby irrevocably authorizes Fountain Square, in
Fountain Square's sole discretion, upon the occurrence of an Event of Default
hereunder, to request, on behalf of Borrowers, an advance from Fifth Third under
the Fifth Third Facility in an amount sufficient to either cure any existing
payment Event of Default or to pay the outstanding amounts under the Fountain
Square Facility in full.
Each Borrower agrees that it will not institute against, or join any
other person in instituting against, Fountain Square any bankruptcy,
reorganization, arrangement, insolvency or liquidation, or other proceeding
under any federal or state bankruptcy or similar law, for one year and a day
after the latest maturing commercial paper note issued by Fountain Square is
paid in full.
At Fountain Square's option, Fountain Square may, upon notice that
either Standard & Poor's Rating Services, a division of the McGraw Hill
Companies, Inc. or Moody's Investor Service, Inc. has (i) lowered or downgraded
its short term commercial paper or corporate bond or other short term rating for
Borrowers, or (ii) placed any Borrower's securities on a watch list of
securities singled out for surveillance, with either negative or developing
implications in a Ratings Category, amend the provisions hereof to amend the
maximum amount of the Fountain Square Facility as set forth herein and amend the
maturity date of the Fountain Square Facility set forth in this Section.
Each Loan shall be repaid on the date of maturity agreed to by
Borrowers and Fountain Square, in the ordinary course of business out of the
cash flow generated in the normal conduct and operations of Borrowers' business.
Each request by Borrowers for a Loan under the Fountain Square Facility
will be made by telephone prior to 11:00 A.M., Cincinnati, Ohio time on any
Business Day on which a Loan is requested. Fountain Square will, if Loans are
then available to Borrowers, quote Borrowers the interest rate based on the
maturity requested by Borrowers. Borrowers shall, at the time of quote, either
accept or reject the quote, and if accepted, Fountain Square will credit
Borrowers' accounts for the amount of the Loan or otherwise disburse the
proceeds as agreed upon between Borrowers and Fountain Square. The amount of the
interest rate on and the maturity date of each Loan shall be evidenced by the
ledgers and records (including computer records) of Fountain Square, which, in
the case of a dispute, shall be conclusive except for manifest error. The
Borrowers shall provide Fountain Square with a list of those persons authorized
to orally request Loan advances under this Agreement. Fountain Square may rely
on such list until amended in writing by Borrowers.
All Loans shall bear interest at a rate agreed between Fountain Square
and Borrowers. The interest rate quoted by Fountain Square on all Loans shall be
a fixed rate. Borrowers shall have no right to prepay any Loan prior to the
agreed maturity date of such Loan.
Each Loan shall be for a term agreed to between Fountain Square and
Borrowers, however, each Loan shall have a minimum term of at least 15 days and
shall have a maturity no greater than 270 days. Each Loan, together with
interest thereon, shall be repaid in immediately available funds at the main
office of Fountain Square on the date agreed by Fountain Square and Borrowers.
All outstanding principal and all accrued and unpaid interest shall be paid in
full on the maturity date of the Loan. In the event Borrowers shall fail to pay
any Loan when due, all Loans outstanding to Borrowers shall, at the option of
Fountain Square, become immediately due and payable without presentment, demand,
protest, or notice of any kind.
The Borrowers may not prepay all or a portion of the principal amount
of any Loan issued by Fountain Square in advance of the agreed upon dates of
repayment.
-4-
<PAGE> 5
All payments of principal and interest made by Borrowers shall be made
no later than 2:00 P.M., Cincinnati, Ohio time, on the Business Day such
payments are due. All amounts paid after such time will be credited on the
following date.
2.2 Lock Box Account; Collections.
------------------------------
(a) Borrowers shall maintain Lock Box Account Nos. 715-92744,
711-23737, 728-09300, 717-81772 and 726-01892 with Agent (the "Collection
Accounts"). Each Borrower shall direct all account debtors to pay all amounts
due to each of the Borrowers and the proceeds of all Collateral (as defined in
the Security Agreement) to the Collection Accounts. All such proceeds will be
deposited into the Collection Accounts and shall be the property of Agent. If
any proceeds of any Collateral are received by any Borrower, such Borrower shall
hold such proceeds in trust for Agent and not commingle them with such
Borrower's other funds, and shall promptly deliver them to Agent. When proceeds
of the Collateral are deposited into the Collection Accounts, after clearance or
payment (currently one business day after receipt thereof), they will be
credited by Agent against outstanding principal amount of the Facility. All such
credits shall be conditional credits subject to collection. Any item not finally
paid shall be charged to Borrowers whether or not the item is returned.
(b) Each business day during the term of the Facility so long as no
Event of Default has occurred but subject to the limitations set forth in
Section 2.1 of this Agreement, Agent shall advance funds sufficient to pay all
checks issued by any Borrower and presented to Bank for payment on such date. On
the first (1st) business day following the day on which funds are deposited in
the Collection Accounts, the deposited funds shall, so long as no Event of
Default has occurred, be used first to pay accrued and unpaid interest under the
Facility, then to reduce the outstanding principal balance of the Facility, then
to any fees and expenses due under the Loan Documents and finally to defray any
fees and charges owed to Agent to maintain the Collection Accounts.
(c) After the occurrence of an Event of Default, Agent will at the
written request of the Required Banks, cease making advances under the Facility
and thereafter all funds held in the Collection Accounts will be held by Agent
for the ratable benefit of the Banks and the funds deposited in such Accounts
will be shared by all of the Banks in proportion to such Bank's Revolving Credit
Commitment Percentage.
2.3 LETTER OF CREDIT FACILITY. (a) Agent and Banks hereby agree to grant to
Borrowers a letter of credit facility (the "Letter of Credit Facility") under
which Borrowers may, from time to time, obtain standby letters of credit and
commercial letters of credit from Bank (the "Letters of Credit" and individually
a "Letter of Credit") in an aggregate amount not to exceed $500,000 outstanding
at any one time (the "Letter of Credit Facility"). The Letters of Credit shall
be in favor of such beneficiaries and for such purposes as an authorized
representative of Borrower specifies, shall have such expiration dates as Agent
and such Borrower agree (provided that no Letters of Credit shall have a term
beyond March 1, 1998), and shall otherwise be in such form and substance as
Agent and Borrowers agree. Borrowers may be entitled to obtain Letters of Credit
from Agent only if (i) Borrowers are then entitled to obtain additional Loans
from Agent pursuant to this Section 2.1 (a), and (ii) the other conditions of
this Agreement have been satisfied as if Borrowers were obtaining a Loan.
(b) Borrowers agree to pay to Agent for the pro-rata benefit of each
Bank, a non-refundable fee of one and one-half of one percent (1.5%) per annum
of the amount of each new standby Letter of Credit or each extension of the
expiration date of a standby Letter of Credit. Borrowers agree to pay Agent for
the pro-rata benefit of each Bank, a non-refundable fee for each new commercial
Letter of Credit or each extension of a commercial Letter of Credit based upon
Agent's Letter of Credit Fee Schedule to be delivered to Borrower from time to
time. The fee shall be payable on or before the issuance of each Letter of
Credit.
-5-
<PAGE> 6
(c) Amounts equal to the then current face amount of all outstanding
Letters of Credit will be reserved from Borrowers' availability under the
Facility. In the event that Agent pays any amount under or on account of a
Letter of Credit issued by it (the payment by Agent under or on account of the
Letter of Credit being herein called a "Draw"), advances shall be made by Agent
to Borrowers from amounts available under the Facility in a total amount equal
to the amount of such Draw. Such advances shall be evidenced by each Bank's
Revolving Note in accordance with each Bank's Revolving Credit Commitment.
Borrowers hereby irrevocably request that such advances be made from the
proceeds of the Notes and irrevocably authorizes Agent to apply the proceeds of
such advances to immediately reimburse Agent for the amount of the Draws.
(d) The obligations of Borrowers to Agent and Banks under this
Agreement with respect to the Letters of Credit shall be absolute, unconditional
and irrevocable, and shall be paid and performed strictly in accordance with the
terms of the Agreement, under all circumstances whatsoever.
(e) Prior to the date of issuance of any Letter of Credit, Borrowers
agree to execute a Letter of Credit Application for each Letter of Credit (the
"Applications"). The obligations of Borrowers with respect to each Letter of
Credit shall include the terms of the application for such Letter of Credit and
any other documentation executed between Agent and Borrowers with respect to
such Letters of Credit.
(f) Notwithstanding any provision set forth to the contrary, Fountain
Square will not be considered to be one of the Banks under the Letter of Credit
Facility.
2.4 ADJUSTMENTS. (a) On each Settlement Date, Agent will determine the
Settlement Amount and notify Banks of the amount thereof. On the next succeeding
business day either (i) each Bank will pay Agent the amount of any increase in
the Settlement Amount from the last Settlement Date, or (ii) Agent will pay
Banks the amount of any decrease in the Settlement Amount from the last
Settlement Date.
(b) On the first business day after Agent receives from Borrower (i)
any payment of interest, or (ii) any payment of the Unused Facility Fee, or
(iii) any payment of any Letter of Credit fees, Agent shall remit to each Bank
its pro-rata share of such payments.
(c) Each statement rendered by Agent in respect of payments made or
funds remitted from Agent to Banks and from Banks to Agent will be final and
binding on Banks, absent manifest error thereon, unless such Bank notifies Agent
of any error within 120 days after the date when each such statement is mailed
or otherwise delivered to Bank.
(d) If any payment received by Agent is rescinded or otherwise required
to be returned by Agent to or for the benefit of a Borrower for any reason,
Agent will not be required to remit any portion thereof to Banks, and, if Agent
has remitted any portion thereof to Banks, Banks will, upon notice by Agent,
immediately pay to Agent the amount of such payment remitted to such Bank by
Agent, together with interest at such rate, if any, as Agent is required to pay
thereon.
2.5 JOINT AND SEVERAL LIABILITY. The liabilities, obligations and indebtedness
of each Borrower under this Agreement, the Notes and the other Loan Documents
will be joint and several in all respects whatsoever. Whenever the term
"Borrower" or "Borrowers" is used in this Agreement, the Notes and the other
Loan Documents it shall mean each individual Borrower and all Borrowers jointly
and severally. Agent may deal with each Borrower as if it were the sole obligor,
without impairing in any way the liability of the other Borrowers. Without
limiting the generality of the foregoing, Agent may, in particular, release or
fail to perfect its interest in any Collateral of any of the Borrowers or any
other party, waive defaults by any Borrower, or extend or compromise the
liability of any Borrower, without the consent of the other Borrowers. Each
Borrower represents that it has carefully considered
-6-
<PAGE> 7
the alternatives to and the legal consequences of incurring joint and several
liability for the Obligations and has determined that by such arrangement it is
able to obtain financing on terms more favorable than otherwise and that under a
joint and several loan facility, they will each realize substantial interest
savings over other alternative financing arrangements. Because the resulting
savings will enhance the business prospects of Borrowers, each Borrower will
guarantee the Obligations of the other Borrowers.
3. Other Loan Terms.
-----------------
3.1 DEFAULTING BANK. In the event that, at any time, any Bank shall be a
Defaulting Bank, (a) a Defaulted Amount owed to Agent or another Bank shall bear
interest at an annual rate equal to the Federal Funds Rate for the first three
business days such Defaulted Amount is owing, and thereafter at a rate of 3%
above the Federal Funds Rate, and (b) Agent may apply all monies that would
otherwise be payable to the Defaulting Bank under the Loan Documents instead to
the payment of any Defaulted Amounts owed to the following persons, in the
following order of priority: first to Agent, then to the Banks, then to
Borrowers. In addition, a Person owed a Defaulted Amount may exercise all
available remedies to collect such Defaulted Amount from the Defaulting Bank.
3.2 ADDITIONAL BANKS. (a) With the prior written consent of all Banks, one or
more additional Persons may become Banks under this Agreement in order to
increase the Revolving Credit Commitments or replace a portion of the Loans and
the commitments of any Bank, subject to the following conditions:
(i) Each prospective Bank shall duly authorize, execute and
deliver to Agent an addendum to this Agreement in which such Person
becomes a party to this Agreement and all Loan Documents to which the
Banks are parties, makes the undertakings made by Banks herein, and
agrees to perform all its obligations as a Bank under this Agreement
and all such documents and be bound by the term of this Agreement and
all such documents; and
(ii) Borrowers shall duly authorize, execute and deliver to
Agent such addendum and authorize, execute and deliver to the
prospective Bank a Revolving Note in a maximum principal amount equal
to the Revolving Credit Commitment Amount of such prospective Bank and
if applicable execute and deliver to the Bank reducing its Revolving
Credit Commitment an amended and restated Revolving Note.
(b) At any time during the term hereof, without the prior consent of
the other Banks or Agent, each Bank may sell to any Person which is not related
to such Bank, an interest in the Loans and such Bank's Revolving Credit
Commitment, in a minimum amount of $2,000,000, provided such Person possesses
assets at least equal to $1,000,000,000 and provided the selling Bank notifies
the Agent and the other Banks in writing prior to the date of such transfer.
Such right may be exercised by each Bank only once during the term hereof.
Borrowers agree to execute any additional Revolving Notes, such amendments to
this Agreement and any amended and restated Revolving Notes as may be required
to properly evidence such sale and transfer.
(c) At any time during the term hereof, without the prior consent of
the other Banks or Agent, each Bank may sell to any bank which is wholly owned
by such Bank or is wholly owned by the corporation owning all of the outstanding
common capital stock of such selling Bank, an interest in the Loans and such
Bank's Revolving Credit Commitment, in a minimum amount of $2,000,000, provided
such Bank possesses assets of at least $1,000,000,000 and provided the selling
Bank notifies the Agent and the other Banks in writing prior to the date of such
transfer. Borrowers agree to execute any additional Revolving Notes, such
amendments to this Agreement and any amended and restated Revolving Notes as may
be required to properly evidence such sale and transfer.
(d) At any time during the term hereof, each Bank may sell
participation interests to other persons with the prior written consent of the
Agent and the other Banks.
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<PAGE> 8
(e) Agent agrees that, during the term hereof, the Revolving Credit
Commitment Percentage of the Agent shall at all times be at least equal to the
lesser of (i) $9,000,000 of the Facility or (ii) 20% of the aggregate amount of
all of the Revolving Credit Commitments of all Banks.
When the conditions set forth in paragraphs (a), (b) (c) or (d) have been
fulfilled, the prospective Bank shall become a Bank for all purposes and Agent
shall issue to Borrowers and Bank a written statement indicating the amount of
the Revolving Credit Commitment of each Bank and the Revolving Credit Commitment
Percentage of each Bank, including the prospective Bank, and stating that date
of which such conditions were fulfilled. On the date such new Person become a
Bank, it shall fund Loans equal to its Commitment Percentage of Loans
outstanding on that date.
Section 4. Fees.
-----
4.1 UNUSED FACILITY FEE. Borrowers shall pay to Agent for the PRO RATA account
of Banks (based on each Bank's Revolving Credit Commitment Percentage) an amount
equal to .375% per annum of that portion of the Facility that is not outstanding
on each day (the "Unused Facility Fee"), which will be payable on the first
(1st) day of each calendar month in arrears for the previous calendar month with
a final payment on the termination of this Agreement.
Section 5. Representations and Warranties.
------------------------------
In order to induce Agent and Banks to enter into this Agreement, each Borrower
hereby makes the following representations and warranties to Agent and Banks:
5.1 ORGANIZATION AND QUALIFICATION. Globe, GranTree and Corporate are each duly
organized, validly existing corporations in good standing or have active status
under the laws of the State of their incorporation and Interim is a duly
organized and validly existing limited liability company organized under the
laws of the State of Ohio. Each Borrower has the power and authority (corporate
and otherwise) to carry on its business and to enter into and perform this
Agreement, the Notes and the other Loan Documents, is qualified and licensed to
do business in each jurisdiction in which such qualification or licensing is
required and in which the failure to be so qualified would have a material
adverse effect on the Borrowers taken as a whole. The information provided by or
on the behalf of Borrowers to Agent and Banks with respect to each Borrower and
its respective operations is true and correct in all material respects.
5.2. DUE AUTHORIZATION. The execution, delivery and performance by each Borrower
of this Agreement, the Security Agreement, the Notes and the other Loan
Documents have been duly authorized by all necessary corporate and limited
liability company action, and will not contravene any law or any governmental
rule or order binding on any Borrower, or the articles of incorporation, code of
regulations or bylaws, articles of organization or operating agreement of any
Borrower, nor violate any material agreement or instrument by which any Borrower
is bound nor result in the creation of a Lien on any assets of any Borrower
except the Lien to Agent for the benefit of Banks herein. Each Borrower has duly
executed and delivered this Agreement, the Security Agreement, the Notes and the
other Loan Documents and they are valid and binding obligations of each Borrower
enforceable according to their respective terms except as limited by equitable
principles and by bankruptcy, insolvency or similar laws affecting the rights of
creditors generally. Other than filing the UCC-3 Financing Statements and the
UCC-1 Financing Statement filed with Franklin County, Ohio, no notice to or
consent by any governmental body is needed in connection with this transaction.
5.3. LITIGATION. Except as set forth in Schedule 5.3 attached hereto, there are
no suits or proceedings pending or, to the knowledge of Borrowers, threatened
against or affecting any Borrower, and no proceedings before any governmental
body are pending or threatened against any Borrower.
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<PAGE> 9
5.4 MARGIN STOCK. No part of the Loans will be used to purchase or carry, or to
reduce or retire or refinance any credit incurred to purchase or carry, any
margin stock (within the meaning of Regulations U and X of the Board of
Governors of the Federal Reserve System) or to extend credit to others for the
purpose of purchasing or carrying any margin stock. If requested by Bank,
Borrowers will furnish to Bank statements in conformity with the requirements of
Federal Reserve Form U-1.
5.5 BUSINESS. No Borrower is a party to or subject to any agreement or
restriction which in the opinion of such Borrower's management is so unusual or
burdensome that it might have a material adverse effect on such Borrower's
business, properties or prospects.
5.6 LICENSES, ETC.. Each Borrower has obtained any and all material licenses,
permits, franchises, governmental authorizations, patents, trademarks,
copyrights or other rights necessary for the ownership of its properties and the
advantageous conduct of its business, as conducted by each Borrower on the date
hereof. Each Borrower possesses adequate licenses, patents, patent applications,
copyrights, trademarks, trademark applications, and trade names to continue to
conduct its business as heretofore conducted by it, without any conflict with
the rights of any other Person or entity, except as set forth in Schedule 5.6
attached hereto. All of the foregoing are in full force and effect and none of
the foregoing are in known conflict with the rights of others, except as set
forth in Schedule 5.6.
5.7 LAWS AND TAXES. Each Borrower is in compliance in all material respects with
all laws, regulations, rulings, orders, injunctions, decrees, conditions or
other requirements applicable to or imposed upon such Borrower by any law or by
any governmental authority, court or agency. Each Borrower has filed all
required tax returns and reports that are now required to be filed by it in
connection with any federal, state and local tax, duty or charge levied,
assessed or imposed upon such Borrower or its assets, including unemployment,
social security, and real estate taxes. Except as set forth in Schedule 5.7
attached hereto, each Borrower has paid all taxes which are now due and payable.
Except as set forth in Schedule 5.7 attached hereto, no taxing authority has
asserted or assessed any additional tax liabilities against any Borrower which
are outstanding on the date of this Agreement.
5.8 FINANCIAL CONDITION. (a) Taken as a whole, the historical financial
information relating to the Borrowers (excluding projections, forecasts and
other forward-looking information) (the "Financial Information") which has been
or which may hereafter be delivered by the Borrowers (or on their behalf) to
Agent and Banks is true and correct in all material respects. All Financial
Information in the form of annual, quarterly or monthly financial statements has
been prepared in accordance with generally accepted accounting principles
consistently applied (except as noted in the notes to such financial
statements). No Borrower has any material obligations or liabilities of any kind
required to be set forth in audited annual financial statements (or notes
thereof) that are not disclosed in the Financial Information (considered as a
whole). There has been no material adverse change in the financial condition of
any Borrower nor has any Borrower suffered any damage, destruction or loss which
has materially adversely affected its business or assets since the submission of
the most recent Financial Information to Bank.
(b) The projections, forecasts and other forward-looking information
prepared by Borrowers and delivered to Agent and Banks (i) have been prepared in
good faith, (ii) are reasonable extrapolations of each Borrower's predicted
operations and performance for the periods set forth therein based upon
reasonable assumptions, existing conditions and past performance, and (iii)
reflect each Borrower's actual subjective expectations for its operations and
performance for the periods represented therein.
5.9 TITLE. Each Borrower has good and marketable title to the assets reflected
on the most recent balance sheet submitted to Bank, free and clear from all
liens and encumbrances of any kind, except for (collectively, the "Permitted
Liens"): (a) current taxes and assessments not yet due and payable, (b) liens
and encumbrances, if any, reflected or noted on such balance sheet or notes
thereto, (c) assets disposed of in the ordinary course of business, (d) any
security interests, pledges, assignments or mortgages granted to Agent for the
benefit of Banks to secure the repayment or performance of the Obligations; (e)
purchase money security interests permitted under Section 7.4 of this Agreement;
(f) as set forth in Schedule 5.9 attached hereto; and (g) Liens imposed by law
which secure amounts not at the time due and payable
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<PAGE> 10
5.10 DEFAULTS. Each Borrower is in compliance with all material agreements
applicable to it and there does not now exist any default or violation by any
Borrower of or under any of the terms, conditions or obligations of (a) its
Articles of Incorporation, By-Laws or the Code of Regulations, Articles of
Organization or Operating Agreement or (b) any material indenture, mortgage,
deed of trust, franchise, permit, contract, agreement or other material
instrument to which such Borrower is a party or by which it is bound, and the
consummation of the transactions contemplated by this Agreement will not result
in such default or violation.
5.11 ENVIRONMENTAL LAWS. (a) Each Borrower has obtained all permits, licenses
and other authorizations or approvals which are required under Environmental
Laws and each Borrower is in compliance in all material respects with all terms
and conditions of the required permits, licenses, authorizations and approvals,
and is also in compliance in all material respects with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in the Environmental Laws.
(b) No Borrower is aware of, nor has received notice of, any past,
present or future events, conditions, circumstances, activities, practices,
incidents, actions or plans which may interfere with or prevent compliance or
continued compliance, in any material respect, with Environmental Laws, or may
give rise to any material common law or legal liability, or otherwise form the
basis of any material claim, action, demand, suit, proceeding, hearing, study or
investigation, based on or related to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling or the emission,
discharge, release or threatened release into the environment, of any pollutant,
contaminant, chemical, or industrial, toxic or hazardous substance or waste.
(c) There is no civil, criminal or administrative action suit, demand,
claim, hearing, notice or demand letter, notice of violation, investigation or
proceeding pending or threatened against any Borrower, relating in any way to
Environmental Laws.
5.12 SUBSIDIARIES AND PARTNERSHIPS. Except as set forth in Schedule 5.12
attached hereto, no Borrower has any subsidiaries and no Borrower is a party to
any partnership agreement or joint venture agreement.
5.13 ERISA. Except as set forth in Schedule 5.13 attached hereto, each Borrower
and all individuals or entities along with such Borrower would be treated as a
single employer under ERISA or the Internal Revenue Code of 1986, as amended (an
"ERISA Affiliate"), are in compliance in all material respects with all of their
obligations to contribute to any "employee benefit plan" as that term is defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, and any
regulations promulgated thereunder from time to time ("ERISA"). Except as set
forth in Schedule 5.13 attached hereto, each Borrower and each of its ERISA
Affiliates are in compliance in all material respects with ERISA, and there
exists no event described in Section 4043(b) thereof ("Reportable Event").
Section 6. Affirmative Covenants.
----------------------
6.1 BOOKS AND RECORDS. Each Borrower will maintain proper books of account and
records and enter therein complete and accurate entries and records of all of
its material transactions in accordance with generally accepted accounting
principles and give representatives of Agent and Banks access thereto at all
reasonable times, including permission to examine, copy and make abstracts from
any such books and records and such other information which might be helpful to
Agent and Banks in evaluating the status of the Loans as it may reasonably
request from time to time. Each Borrower will give Agent and Banks reasonable
access to the Collateral and the other property securing the Obligations for the
purpose of performing examinations thereof and to verify its condition or
existence.
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<PAGE> 11
6.2 Financial Statements. Each Borrower will maintain a standard and modern
system for accounting and will furnish to Agent and Banks:
(a) Within thirty (30) days after the end of each month, a copy of each
Borrower's consolidating and stand-alone basis (for each Borrower) financial
statements for that month and for the year to date in a form reasonably
acceptable to Bank, prepared and certified as complete and correct in all
material respects, subject to changes resulting from year-end adjustments, by
the principal financial officer of each Borrower;
(b) Within ninety (90) days after the end of each fiscal year, a copy
of each Borrower's consolidated financial statements for that year audited by a
firm of independent certified public accountants acceptable to Agent and Banks
(which acceptance will not be unreasonably withheld), and accompanied by a
standard audit opinion of such accountants without qualification;
(c) With the statements submitted under (b) above and (f) below, a
certificate signed by the principal financial officer of each Borrower, (i)
stating he is familiar with all documents relating to Agent and Banks and that
no Event of Default specified in this Agreement, nor any event which upon notice
or lapse of time, or both would constitute such an Event of Default, has
occurred, or if any such condition or event existed or exists, specifying it and
describing what action such Borrower has taken or proposes to take with respect
thereto, and (ii) setting forth, in summary form, figures showing the financial
status of such Borrower in respect of the financial restrictions contained in
this Agreement;
(d) Prior to the end of each fiscal year, on a consolidated and
stand-alone basis (for each Borrower), a projected balance sheet, projected
income statement and projected statement of cash flow for the subsequent fiscal
year prepared, to the extent applicable, in accordance with generally accepted
accounting principles consistently applied;
(e) Within three (3) days after an officer of any Borrower obtains
knowledge of any condition or event which constitutes or, after notice or lapse
of time or both, constitutes an Event of Default, a certificate of such person
specifying the nature and period of the existence thereof, and what action such
Borrower has taken or is taking or proposes to take in respect thereof;
(f) On the date hereof and within seven (7) days after the end of each
calendar week, each Borrower will deliver to Agent and Banks a collateral report
in the form attached hereto as Exhibit 6.2(f) (the "Collateral Report") for the
calculation of Borrowers' availability as set forth in Section 2.1(a)(i), (ii),
(iii), (iv), (v) and (vi) of this Agreement and on the date hereof and within
thirty (30) days after the end of each calendar month, Borrowers shall update
the calculation of availability as set forth in Section 2.1(a)(i), (ii), (iii),
(iv), (v) and (vi) of this Agreement;
(g) Upon request, copies of all federal, state and local income tax
returns and such other information as Agent and Banks may reasonably request;
and
(h) All Securities and Exchange Commission filings.
If at any time any Borrower has any additional subsidiaries which have financial
statements that must be consolidated with those of such Borrower under generally
accepted accounting principles, the financial statements required by subsections
(a) and (b) above will be the financial statements of such Borrower and all such
subsidiaries prepared on the basis required under subsections (a) and (b) above.
Each of the Banks agree to keep Borrowers' financial statements confidential and
will not permit such information to be disclosed other than in accordance each
Bank's standard policies and procedures with regard to the financial information
of their commercial customers.
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<PAGE> 12
6.3 CONDITION AND REPAIR. Each Borrower will maintain its assets, taken as a
whole, in good repair and working condition (making allowances for obsolescence
in the ordinary course and normal wear and tear) and will make all appropriate
repairs or replacements thereof.
6.4 INSURANCE. Each Borrower will insure its properties and business against
loss or damage of the kinds and in the amounts customarily insured against by
corporations with established reputations engaged in the same or similar
business as such Borrower. All such policies will (a) be issued by financially
sound and reputable insurers, (b) name Agent as an additional insured and, where
applicable, as loss payee under a lender loss payable endorsement satisfactory
to Agent, and (c) will provide for thirty (30) days written notice to Agent
before such policy is altered or canceled all of which will be evidenced by a
Certificate of Insurance delivered to Bank by each Borrower on the date of
execution of this Agreement.
6.5 TAXES. Each Borrower will pay when due all taxes, assessments and other
governmental charges imposed upon it or its assets, franchises, business, income
or profits before any penalty or interest accrues thereon, and all claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which by law might be a lien or charge upon any of its
assets, provided that (unless any material item or property would be lost,
forfeited or materially damaged as a result thereof) no such charge or claim
need be paid if it is being diligently contested in good faith, if Agent is
notified in advance of such contest and if such Borrower establishes an adequate
reserve or other appropriate provision required by generally accepted accounting
principles or if requested by Agent and Banks such amount shall be reserved
against the availability under Section 2.1 of this Agreement.
6.6 EXISTENCE; BUSINESS. Except for Globe's purchase of the assets of Thomas J.
Koch Associates, Inc., a North Carolina corporation ("Thomas J. Koch") and Guest
Suites, Inc., a North Carolina corporation ("Guest Suites"), each Borrower will
(a) subject to Section 7.8 of this Agreement, maintain its existence, (b) engage
primarily in business of the same general character as that now conducted, and
(c) refrain from entering into any lines of business substantially different
from the business or activities in which such Borrower is presently engaged,
including the business of renting furnished apartments.
6.7 COMPLIANCE WITH LAWS. Each Borrower will comply in all material respects
with all federal, state and local laws, regulations and orders applicable to
such Borrower or its assets, including but not limited to all Environmental
Laws, and will promptly notify Agent of any violation of any rule, regulation,
statute, ordinance, order or law relating to the public health or the
environment and of any complaint or notifications received by such Borrower
regarding to any environmental or safety and health rule, regulation, statute,
ordinance or law.
6.8 NOTICE OF DEFAULT. Each Borrower will, within three (3) days of its
knowledge thereof, give written notice to Agent and Banks of (a) the occurrence
of any event or the existence of any condition which would be, after notice or
lapse of applicable grace periods, an Event of Default, and (b) the occurrence
of any event or the existence of any condition which would prohibit such
Borrower from continuing to make the representations set forth in this
Agreement.
6.9 COSTS. Each Borrower will pay to Agent and Banks its fees, reasonable out of
pocket costs and expenses (including, without limitation, reasonable attorneys'
fees, other professionals' fees, appraisal fees, environmental assessment fees
(including Phase I assessments), expert fees, court costs, litigation and other
expense (collectively, "Costs") reasonably incurred or paid by Agent and Banks
in connection with the negotiating, documenting, administering and enforcing the
Facility, the Loans and the Loan Documents and the defense, preservation and
protection of Bank's rights and remedies thereunder, including without
limitation, its security interest in the Collateral or any other property
pledged to secure the Loans, whether incurred in bankruptcy, insolvency,
foreclosure or other litigation or proceedings or otherwise. The Costs will be
due and payable within three (3) business days after demand by Agent. If any
Borrower fails to pay the Costs when upon such demand, Agent is entitled to
disburse such sums as an advance under the Facility. Thereafter, the Costs will
bear interest from the date incurred or disbursed at the highest rate set forth
in the Notes. This provision will survive the termination of this Agreement
and/or the repayment of any amounts due or the performance of any Obligation.
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<PAGE> 13
6.10 DEPOSITORY/BANKING SERVICES. So long as this Agreement is in effect, Agent
will be the principal depository in which substantially all of Borrowers' funds
are deposited, and the principal bank of account of each Borrower.
6.11 OTHER AMOUNTS DEEMED LOANS. If any Borrower fails to pay any tax,
assessment, governmental charge or levy or to maintain insurance within the time
permitted or required by this Agreement, or to discharge any Lien prohibited
hereby, or to comply with any other Obligation, Bank may, but shall not be
obligated to, pay, satisfy, discharge or bond the same for the account of such
Borrower, and to the extent permitted by law and at the option of Bank, all
monies so paid by Bank on behalf of such Borrower will be deemed Loans and
Obligations.
6.12 CHANGE IN CONTROL OF BORROWERS. Throughout the term of this Agreement and
so long as any of the Obligations remain outstanding, David D. Hoguet, Blair D.
Neller and Alvin Z. Meisel shall beneficially own not less than 20%, in the
aggregate, of the outstanding common stock of Globe. Throughout the term of this
Agreement and so long as any of the Obligations remain outstanding, Globe shall
own not less than 94% of the outstanding common stock of GranTree and shall not
own less than a 99% membership interest in Interim.
Section 7. Negative Covenants.
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7.1 INDEBTEDNESS. Except as permitted under Section 7.4 of this Agreement, no
Borrower will incur, create, assume or permit to exist any additional
Indebtedness for borrowed money (other than the Obligations) or other
indebtedness evidenced by notes, bonds, debentures, capitalized leases or
similar obligations.
7.2 PREPAYMENTS. No Borrower will voluntarily prepay any Indebtedness for
borrowed money owing by such Borrower prior to the stated maturity date thereof
other than the Obligations.
7.3 LEASES. Except for Interim, Corporate Stay, Thomas J. Koch and Guest Suites,
neither Globe nor GranTree will enter into any lease of real or personal
property as lessee if the aggregate payments due under such lease and all other
leases of such Borrower then in effect would exceed $1,700,000 in any fiscal
quarter, such amount shall increase six (6%) percent at the end of each fiscal
year of Borrowers' commencing February 1996.
7.4 CAPITAL EXPENDITURES. Borrowers will not make any plant or fixed capital
expenditure, or any commitment therefor, or obtain equipment subject to a
purchase money security interest, trust deed or lease, in an aggregate amount in
excess of $2,000,000 for fiscal year ending February 28, 1997, and shall not be
in an aggregate amount in excess of $6,000,000 calculated on a cumulative basis
for fiscal year ending February 28, 1997 and fiscal year ending February 28,
1998.
7.5 PLEDGE OR ENCUMBRANCE OF ASSETS. Other than the Permitted Liens and Liens
granted by any Borrower under purchase money financing arrangements as set forth
in Section 7.4 of this Agreement, no Borrower will create, incur, assume or
permit to exist, arise or attach any Lien in any present or future asset, except
for Liens to Agent for the benefit of Banks, Liens existing on the date of this
Agreement which have been disclosed to and approved by Agent as set forth in
Schedule 5.9 attached hereto and Liens imposed by law which secure amounts not
at the time due and payable.
7.6 GUARANTEES AND LOANS. Except as set forth in Schedule 7.6 attached hereto or
as provided in Section 2.5 hereof, no Borrower will enter into any direct or
indirect guarantees other than by endorsement of checks for deposit or other
than in the ordinary course of business nor make any advance or loan other than
in the ordinary course of business as presently conducted, including, without
limitation, loans and advances to employees of such Borrower.
7.7 CAPITAL STOCK; DIVIDENDS. Except as provided herein or in connection with
acquisitions otherwise permitted under Section 7.8 of this Agreement or in
connection with a secondary public offering of stock, no Borrower will, after
the execution date of this Agreement, issue any additional shares of its capital
stock, nor grant any warrants, options or other rights to purchase such stock;
PROVIDED, however, that Globe may issue stock dividends and grant options to
employees to acquire not more than 15% of Globe's outstanding capital stock and
may issue shares of
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<PAGE> 14
capital stock if and when such options are exercised and GranTree may issue
additional shares of its capital stock upon the conversion, if any, of the
convertible debenture issued as part of its bankruptcy case. No Borrower will
(a) declare or pay any dividend or distributions (except stock dividends) on its
capital stock , (b) except as set forth in Schedule 7.9 attached hereto, make
any payments of any kind to its shareholders (including, without limitation,
debt repayments, payments for goods or services or otherwise, but excluding
ordinary salary and bonus payments to shareholders employed by such Borrower) or
(c) redeem any shares of its capital stock in any fiscal year. Notwithstanding
the above, provided there are no Events of Default and one would not arise as a
result of such payment, Globe may pay dividends or distributions on its capital
stock or repurchase shares of its capital stock so long as the aggregate amount
of such payments and/or purchases is not in excess of $2,000,000 in any fiscal
year of Borrowers. Any portion of such $2,000,000 which is not utilized in the
fiscal year ending February 28, 1997, shall be available for utilization during
the next fiscal year (in addition to the $2,000,000 available to Borrowers
during such year).
7.8 MERGER; DISPOSITION OF ASSETS. Except for Globe's purchase of the assets of
Thomas J. Koch and Guest Suites, and except for a merger and/or a transfer of
assets by and between Globe, GranTree, Interim or Corporate, no Borrower will,
after the execution date of this Agreement, (a) change its capital structure,
except as permitted in this Agreement, (b) merge or consolidate with any
corporation or purchase all or any substantial part of the assets of any
corporation, (c) amend or change its Articles of Incorporation, Code of
Regulations or By-Laws, Articles of Organization or Operating Agreement or (d)
sell, transfer or otherwise dispose of all or any substantial part of its
assets, other than in the ordinary course of business, whether now owned or
hereafter acquired.
Notwithstanding the foregoing any Borrower may, without the prior
consent of Banks, (i) purchase substantially all of the assets of another
corporation, partnership, company or other entity, (ii) purchase stock or other
ownership interest in another entity, (iii) merge with another corporation or
have another entity merged into it, provided that Borrowers comply with each of
the following conditions:
(1) the entity whose assets or ownership interest is to
be acquired is engaged in substantially the same
business as that engaged in by the Borrowers;
(2) as of the date such Borrower enters into a letter of
intent or similar agreement to make an acquisition or
merger with another entity and on such date the
outstanding principal balance of the Notes plus the
cash portion of the acquisition transaction (plus the
cash portion of any pending acquisitions) is less
than $33,000,000;
(3) if the purchase price of the stock or assets referred
to in (i) or (ii) above is more than $250,000, and
Borrowers elect to keep such assets in a separate
corporation which is not a Borrower hereunder or if
the corporation being acquired is not merged into any
of the Borrowers, at the request of the Banks,
Borrowers may only make such acquisition if such
entity becomes, on the date of closing of such
acquisition, a "Borrower" hereunder and shall
cooperate with Agent and Banks to execute any and all
documentation necessary, in Banks' discretion, to
evidence the addition of such entity as a "Borrower"
which shall be jointly and severally obligated for
the repayment and performance of the Obligations and
will pledge its assets to the same extent as the
other Borrowers to secure the Obligations.
(4) if the purchase price of the stock or assets of such
entity is in an aggregate amount of less than
$1,500,000.
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<PAGE> 15
7.9 TRANSACTIONS WITH AFFILIATES. No Borrower will (a) directly or indirectly
issue any guarantee for the benefit of any of its Affiliates, (b) except as set
forth in Schedule 7.9 attached hereto, directly or indirectly make any loans or
advances to or investments in any of its Affiliates, (c) except as set forth in
Schedule 7.9, enter into any transaction with any of its Affiliates, other than
transactions entered into on an arm's length basis in the normal course of such
Borrower's business, or (d) except for transactions between GranTree, Globe,
Interim and Corporate, divert (or permit anyone to divert) any of its business
opportunities to any Affiliate or any other corporate or business entity in
which such Borrower or its shareholders holds a direct or indirect interest.
7.10 INVESTMENTS. Other than Globe's ownership of (i) GranTree capital stock,
(ii) the capital stock of Globe Furniture Rentals, Inc. (incorporated on
February 21, 1996), (iii) the membership interest of Interim and (iv) the
Corporate capital stock, no Borrower will purchase or hold beneficially any
stock, securities or evidences of indebtedness of, or make any investment or
acquire any interest in, any other firm, partnership, corporation or entity
other than short term investments of excess working capital in one or more of
the following: (a) investments (of one year or less) in direct or guaranteed
obligations of the United States, or any agencies thereof; and (b) investments
(of one year or less) in certificates of deposit of banks or trust companies
organized under the laws of the United States or any jurisdiction thereof,
provided that such banks or trust companies are insured by the Federal Deposit
Insurance Corporation and have capital in excess of $25,000,000.
7.11 FINANCIAL COVENANTS. The following calculations under this Section 7.11 are
to be based on Generally Accepted Accounting Principles (GAAP) as in effect as
of Borrowers' fiscal year ending February 28, 1996. Should there be any GAAP
changes reflected on the future financial statements of Borrowers, Borrowers may
provide Agent and Banks with the adjusting entries to convert such future
financial statements to a GAAP presentation consistent with that in effect as of
February 28, 1996, and such adjusting entries shall be delivered with the
financial statements as set forth in Section 6.2 of this Agreement.
(a) FUNDED DEBT TO TANGIBLE NET WORTH. Borrowers will not permit the
ratio of their outstanding Funded Debt to Borrowers' Tangible Net Worth, on a
consolidated basis, to exceed 3.60 : 1.00 for the period commencing November 30,
1996 through August 30, 1997 as measured on the last day of each fiscal quarter
during such period. On August 31, 1997, Borrowers' ratio of outstanding Funded
Debt to Tangible Net Worth shall reduce to 3.40 : 1.00 and such ratio shall
remain in effect as measured on the last day of each fiscal quarter thereafter
during the term of this Agreement.
(b) MINIMUM NET WORTH. Borrowers will not permit their Net Worth, on a
consolidated basis, to be less than the following at the end of each of the
following fiscal quarters of Borrowers (the Minimum Net Worth"):
<TABLE>
<CAPTION>
QUARTER ENDING MINIMUM AMOUNT
<S> <C>
November 30, 1996 $27,500,000
February 28, 1997 $28,750,000
May 31, 1997 $29,500,000
August 31, 1997 $30,000,000
November 30, 1997 $30,500,000
February 28, 1998 and thereafter $31,000,000
</TABLE>
(c) INTEREST COVERAGE RATIO. Borrowers will not permit its Interest
Coverage Ratio, on a consolidated basis, to be less 3.0:1 at the end of each
fiscal quarter commencing November 30, 1996 which ratio shall be calculated on a
rolling four quarter basis.
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<PAGE> 16
Section 8. Events of Default and Remedies.
-------------------------------
8.1 EVENTS OF DEFAULT. Any of the following events will be an Event of Default
("Event of Default"):
(a) any representation or warranty made by any Borrower herein or
in any of the Loan Documents is incorrect when made or
reaffirmed; provided however, such Borrower shall have a
period of thirty (30) days in which to cure an Event of
Default which occurs under Sections 5.3, 5.6 or 5.11(b) and
(c) of this Agreement; or
(b) any Borrower defaults in the payment of any principal or
interest on any Obligation when due and payable, by
acceleration or otherwise and such nonpayment remains uncured
for a period of five (5) days thereafter; or
(c) any Borrower fails to observe or perform any covenant,
condition or agreement herein and fails to cure such default
within 30 days of the occurrence thereof, provided such 30 day
grace period will not apply to Sections 7.7, 7.8 and 7.11 of
this Agreement; or
(d) a court enters a decree or order for relief with respect to
any Borrower in an involuntary case under any applicable
bankruptcy, insolvency or other similar law then in effect, or
appoints a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of any Borrower or
for any substantial part of its property, or orders the
wind-up or liquidation of its affairs; or a petition
initiating an involuntary case under any such bankruptcy,
insolvency or similar law is filed and is pending for sixty
(60) days without dismissal; or
(e) any Borrower commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law in effect, or
makes any general assignment for the benefit of creditors, or
fails generally to pay its debts as such debts become due, or
takes corporate action in furtherance of any of the foregoing;
or
(f) any Borrower defaults under the terms of any Indebtedness for
borrowed money or lease involving total payment obligations of
such Borrower in excess of $100,000, other than non-payment
defaults such as a technical default, and such default gives
any creditor or lessor the right to accelerate the maturity of
any such indebtedness or lease payments which right is not
contested by such Borrower or is determined by any court of
competent jurisdiction to be valid; or
(g) final judgment of the payment of money in excess of $100,000
is rendered against any Borrower and remains undischarged for
thirty (30) days during which execution is not effectively
stayed; or
(h) an Event of Default or default (after giving effect to any
applicable cure or grace period) occurs under any of the Loan
Documents; or
(i) the dissolution of any Borrower, other than a dissolution of
GranTree, Interim or Corporate Stay into Globe; or
(j) the commencement of any foreclosure proceedings, proceedings
in aid of execution, attachment actions, levies against, or
the filing by any taxing authority of a lien against any of
the Collateral or any property securing the repayment of any
of the Obligations; or
(k) the loss, theft or substantial damage to the Collateral or any
property securing the repayment of the Obligations if the
result of such occurrence will be, in Agent's reasonable
judgment, the failure or inability of any Borrower to continue
substantially normal operation of its business within thirty
(30) days of the date of such occurrence.
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<PAGE> 17
(l) Agent ceases to be Borrowers' (i) principal depository bank in
which substantially all of Borrowers' funds are deposited, and
(ii) principal bank of account.
(m) (i) the validity or effectiveness of any of the Loan Documents
or its transfer, grant, pledge, mortgage, or assignment by the
party executing such Loan Document is impaired in any material
respect; (ii) any Borrower asserts that any Loan Document
executed by it is not a legal, valid and binding obligation of
it enforceable in accordance with its terms; (iii) the
security interest or Lien purporting to be created by any of
the Loan Documents will for any reason, other than the
negligence of Agent, Banks or their representatives, cease to
be a valid, perfected lien subject to no other liens other
than Liens permitted by the terms of this Agreement; or (iv)
any Loan Document is amended, hypothecated, subordinated,
terminated or discharged, or if any person is released from
any of its covenants or obligations under any of the Loan
Documents, except as permitted by Agent and Banks in writing;
or
(n) a Reportable Event (as defined in ERISA) occurs with respect
to any employee benefit plan maintained by any Borrower for
its employees other than a Reportable Event caused solely by a
decrease in employment; or a trustee is appointed by a United
States District Court to administer any employee benefit plan;
or the Pension Benefit Guaranty Corporation institutes
proceedings to terminate any of any Borrower's employee
benefit plans; or
(o) other than as set forth in Sections 5.9 and 7.4 of this
Agreement, the filing of any lien or charge against the
Collateral or any part thereof regarding indebtedness in
excess of $100,000, which is not removed to the satisfaction
of Agent and Banks within a period of 45 days thereafter, or
any lien of charge against the Collateral or any part thereof
regarding indebtedness in an amount less than $100,000 is not
removed to the satisfaction of Agent and Bank within a period
of sixty (60) days; or
(p) the abandonment by any Borrower of all or any material portion
of the Collateral.
8.2 REMEDIES. If any Event of Default occurs Agent, at the written request of
the Required Banks will, unless an Event of Default occurs under Section 8.1 (d)
or (e) in which case the following remedies will be immediately available to
Agent: (i) cease advancing money hereunder, (ii) declare all Obligations to be
immediately due and payable, whereupon such Obligations will immediately become
due and payable, (iii) exercise any and all rights and remedies provided by
applicable law and the Loan Documents, (iv) proceed to realize upon the
Collateral or any property securing the Obligations, including, without
limitation, causing all or any part of the Collateral to be transferred or
registered in its name or in the name of any other person, firm or corporation,
with or without designation of the capacity of such nominee, all without
presentment, demand, protest, or notice of any kind, each of which are hereby
expressly waived by each Borrower. Each Borrower shall be liable for any
deficiency remaining after disposition of any Collateral, and waives all
valuation and appraisement laws.
8.3 DEFAULT RATE. After the occurrence of an Event of Default, all amounts of
principal outstanding as of the date of the occurrence of such Event of Default
will accrue interest at the Default Rate, in Bank's sole discretion, without
notice to any Borrower. This provision does not constitute a waiver of any
Events of Default or an agreement by Agent or Banks to permit any late payments
whatsoever.
8.4 NO REMEDY EXCLUSIVE. No remedy set forth herein is exclusive of any other
available remedy or remedies, but each is cumulative and in addition to every
other remedy available under this Agreement, the Loan Documents or as may be now
or hereafter existing at law, in equity or by statute. Each Borrower waives any
requirement of marshalling of assets which may be secured by any of the Loan
Documents.
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<PAGE> 18
8.5 EFFECT OF TERMINATION. The termination of this Agreement will not affect any
rights of any party or any obligation of any party to the other, arising prior
to the effective date of such termination, and the provisions hereof shall
continue to be fully operative until all transactions entered into, rights
created or Obligations incurred prior to such termination have been fully
disposed of, concluded or liquidated. The security interest, lien and rights
granted to Agent for the benefit of Banks hereunder and under the Loan Documents
will continue in full force and effect, notwithstanding the termination of this
Agreement or the fact that no Loans are outstanding to Borrowers, until all of
the Obligations, have been paid in full.
8.6 NO ADEQUATE REMEDY AT LAW. Each Borrower recognizes that in the event such
Borrower fails to pay, perform, observe or discharge any of its Obligations
under this Agreement, the Notes or the other Loan Documents, no remedy at law
will provide adequate relief to Agents and Banks and such Borrower agrees that
Agent and Banks shall be entitled to temporary and permanent injunctive relief
in any such case without the necessity of proving that it has incurred actual
damages.
Section 9. Conditions Precedent.
---------------------
9.1 CONDITIONS TO INITIAL LOANS. Agent will have no obligation to make or
advance any Loan until each Borrower has delivered to Agent at or before the
closing date, in form and substance satisfactory to Bank:
(a) the executed versions of the Revolving Notes in the forms of
Exhibit 2.1(e)(i), 2.1(e)(ii), 2.1(e)(iii) and 2.1(i) attached hereto
respectively.
(b) A Certificate of Borrower for each Borrower in a form reasonably
acceptable to Bank along with certified copies of the organization documents for
each Borrower.
(c) A favorable opinion of counsel to Borrowers in a form reasonably
acceptable to Bank.
(d) An executed version of the Security Agreement in the form of
Exhibit 11.5 attached hereto along with a completed version on Schedule I
attached thereto entitled "Specific Representations".
(e) All appropriate financing statements (Form UCC-1) and consents or
waivers of landlords, warehousemen and mortgagees, as requested by Agent.
(f) UCC searches, tax lien and litigation searches, insurance
certificates, notices or other documents which Bank may require to reflect,
perfect or protect Bank's first priority lien in the Collateral and all other
property pledged to secure the Obligations and to fully consummate this
transaction.
(g) Each Borrower will pay to Agent all out of pocket expenses
reasonably incurred by Agent and Banks in connection with the preparation of
this Agreement and accompanying documents and the consummation of the
transactions contemplated hereby.
(h) A Certificate of Insurance as described in Section 6.4 hereof.
(i) A Collateral Report in the form attached hereto as Exhibit 6.2(f).
(j) Such additional information and materials as Bank may reasonably
request.
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<PAGE> 19
9.2 CONDITIONS TO EACH LOAN. On the date of each Loan, the following statements
will be true:
(a) All of the representations and warranties contained herein and in
the Loan Documents will be correct in all material respects as though made on
such date (except those changes permitted under this Agreement);
(b) No event will have occurred and be continuing, or would result from
such Loan, which constitutes an Event of Default, or would constitute an Event
of Default but for the requirement that notice be given or lapse of time or
both;
(c) Except for general economic conditions or fluctuations in the
economy generally, no event shall have occurred which, in Bank's reasonable
opinion, has a material adverse effect on the Collateral or on any Borrower's
financial condition, operations, assets or prospects, or on any other property
securing the repayment of the Obligations;
(d) The aggregate unpaid principal amount of the Loans after giving
effect to such Loan will not violate the lending limits set forth in Section 2.1
of this Agreement.
The acceptance by each Borrower of the proceeds of each Loan will be deemed to
constitute a representation and warranty by such Borrower that the conditions in
Section 9.2 of this Agreement, other than those that have been waived in writing
by Bank, have been satisfied.
Section 10. Agent.
------
10.1 APPOINTMENT. Each Bank hereby irrevocably designates and appoints Fifth
Third as Agent of such Bank, and each such Bank hereby irrevocably authorizes
Fifth Third, as Agent for such Bank, to take such actions on its behalf under
the provisions of this Agreement, and to exercise such powers and perform such
duties as are expressly delegated to Agent by the terms of this Agreement,
together with such other powers as are reasonably incidental thereto; provided,
however, that Agent shall not be required to take any action that exposes Agent
to personal liability or that is contrary to this Agreement or applicable law.
Each Bank hereby authorizes, consents to and directs each Borrower to deal with
Agent as true and lawful agent of such Bank to the extent set forth hereunder.
Notwithstanding any provision to the contrary elsewhere in this Agreement, Agent
shall not have any duties or responsibilities, except those expressly set forth
herein or therein, or any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against Agent.
10.2 DELEGATION OF DUTIES. Agent may execute any of its duties under this
Agreement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. Agent shall
not be responsible for the negligence or misconduct of any agents or reliance
upon advice of counsel in good faith shall be full justification for any act or
omission of Agent.
10.3 EXCULPATORY PROVISIONS. Neither Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (a) liable to any of
Banks or any Borrower for any action lawfully taken or omitted to be taken by it
or by any such person under or in connection with the Loan Documents, except
that Agent shall be liable for its own willful misconduct or gross negligence,
or (b) responsible in any manner to any of Banks for any recitals, statements,
representations or warranties made by any Borrower or any officer thereof,
contained in Documents or in any certificate, report, statement or
other document referred to or provided for in, or received by Agent under or in
connection with, the Loan Documents or for the value, legality, validity,
effectiveness, genuineness, enforceability or sufficiency of the Loan Documents
or the Notes or any failure of any Borrower to perform its obligations hereunder
or thereunder. Agent shall not be under any obligation to any Bank to ascertain
or inquire as to the observance or performance of any of the agreements
contained in, or conditions of, the Loan Documents or any of the Notes, or to
inspect the properties, books or records of any Borrower
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<PAGE> 20
or any Subsidiary. Agent, in its capacity as such, shall not be under any
liability or responsibility whatsoever, as Agent, to any Borrower or any other
as a consequence of any failure or delay in performance by, or breach by, any
Bank of any of its obligations under any of the Loan Documents, or as a
consequence of any determination as to the classification or qualification of
the transactions contemplated by the Loan Documents under any regulatory rules
or regulations.
10.4 RELIANCE BY AGENT. Agent shall be entitled to rely and shall be fully
protected in relying upon, any writing, resolution, notice (whether written,
oral or telephonic), consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order, other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons or in acting upon any
representation or warranty made or deemed to be made hereunder and upon advice
and statements of legal counsel (including, without limitation, counsel to each
Borrower), independent accountants and other experts selected by Agent. Agent
may deem and treat payee of any Note as the owner thereof for all purposes.
Agent shall be fully justified in failing or refusing to take any action under
the Loan Documents unless it shall first receive such advice or concurrence of
Banks as it deems appropriate or it shall first be indemnified to its
satisfaction by Banks against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under the Loan Documents and the Notes in accordance with a request of the
Required Banks, and any such request and any action taken or failure to act
pursuant thereto shall be binding upon all Banks and all future holders of the
Notes.
10.5 NOTICE OF DEFAULT. Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default hereunder unless Agent has
received written notice from a Bank or any Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default". In the event that Agent receives such a notice, Agent shall
promptly give notice thereof to Banks and each Borrower. Agent shall take such
action with respect to any such Event of Default as shall be reasonably directed
by the Required Banks; provided that, unless and until Agent shall have received
such direction, Agent, in its capacity as such, may (but shall not be obliged
to) take such action, or refrain from taking such action, with respect to any
such Event of Default.
10.6 NON-RELIANCE ON AGENT AND OTHER BANKS. Each Bank expressly acknowledges
that neither Agent, any other Bank nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by Agent or any other Bank
hereafter taken, including any review of the affairs of any Borrower or its
Subsidiaries, shall be deemed to constitute any representation or warranty by
Agent or any other Bank to such Bank. Each Bank represents to Agent and each
other Bank that it has independently and without reliance upon Agent or any
other Bank, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, assets, financial and other condition, creditworthiness
and prospects of each Borrower and its Subsidiaries, and made its own decision
to make Loans hereunder and enter into this Agreement or the Loan Documents.
Each Bank also represents that it will, independently and without reliance upon
Agent or any other Bank, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analyses,
appraisals and decisions in taking or not taking action under this Agreement,
and make such investigation as it deems necessary to inform itself as to the
business, operations, property, assets, financial and other condition,
creditworthiness and/or prospects of each Borrower and its Subsidiaries. Except
for any notices, reports and other documents expressly required to be furnished
by Agent to Banks hereunder, Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning the business,
operations, property, assets, financial and other condition, creditworthiness or
prospects of any Borrower or Subsidiaries which may come into the possession of
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.
10.7 INDEMNIFICATION BY BANKS. (a) Banks agree to indemnify Agent in its
capacity as such (to the extent not reimbursed by Borrowers and without limiting
any obligation of any Borrower to do so), ratably according to the amounts of
their Revolving Credit Commitment Percentages, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at the time following the payment of the
Obligations) be imposed on, incurred by or asserted against Agent in any way
relating to or arising out of this Agreement, the Loan
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<PAGE> 21
Documents or any of the Notes or any action taken or omitted by Agent under or
in connection with any of the foregoing; provided that no Bank shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting solely from Agent's willful misconduct or gross
negligence without the consent or conscious acquiescence of the reimbursing
Bank.
(b) Without limiting the foregoing, the Bank agrees to reimburse Agent
promptly upon demand for its Revolving Credit Commitment Percentage of any costs
and expenses incurred by Agent that are payable by Borrowers under the Loan
Documents to the extent that Agent is not promptly reimbursed for such costs and
expenses by any Borrower; and, if Agent is later reimbursed for any such costs
and expenses by any Borrower, Agent shall repay such reimbursed amounts to Banks
on account of such costs and expenses.
(c) The agreements in this subsection shall survive termination of this
Agreement, payment of the Notes, and payment of all other amounts payable
hereunder.
10.8 AGENT IN ITS INDIVIDUAL CAPACITY. Agent and its affiliates may make loans
to, accept deposits from and generally engage in any kind of business with any
Borrower and its Subsidiaries as though Agent were not Agent hereunder. With
respect to the Loans made by it and all renewals, extensions or deferrals of the
payment thereof, Agent shall have the same rights and powers under this
Agreement as any Bank and may exercise the same as though it were not Agent, and
the terms "Bank" and "Banks" shall include Agent in its individual capacity.
10.9 SUCCESSOR AGENT. If at any time it deems it advisable, in its sole
discretion, Agent may resign as Agent upon 60 days' written notice to Banks and
each Borrower. If Agent shall resign as Agent under this Agreement, then Banks
shall appoint a successor Agent for Banks. If appointment of a successor Agent
by Banks and acceptance of the appointment by the successor have not occurred
within 60 days after Agent gives the above-described notice of resignation,
Agent may appoint a successor agent, which shall be a commercial bank organized
under the laws of the United States or any state thereof having combined capital
and surplus of at least $250,000,000. Upon acceptance by the successor agent of
the agency hereunder and notice thereof to each Borrower, such successor agent
shall succeed to the rights, powers and duties of Agent, and the term "Agent"
shall mean such successor agent, effective upon its appointment, and the former
Agent's rights, powers and duties as Agent shall be terminated, without any
other or further act or deed on the part of such former Agent or any other
parties to this Agreement or any holders of the Notes, and such former Agent
shall be discharged from its duties and obligations under this Agreement. After
any retiring Agent's resignation or removal hereunder as Agent, the provisions
of this Section 8 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under this Agreement. If at any time
hereunder there shall not be a duly appointed and acting Agent, each Borrower
agrees to make each payment due hereunder and under its Notes directly to Bank
entitled thereto during such time.
10.10 AMENDMENTS AND WAIVERS. With the written consent of the Required Banks,
Agent and the appropriate parties to the Loan Documents may, from time to time,
enter into written amendments, supplements or modifications thereof and, with
the consent of the Required Banks, Agent on behalf of the Banks may execute and
deliver to any such parties a written instrument waiving, on such terms and
conditions as Agent may specify in such instrument, any of the requirements of
the Loan Documents or any Default or Event of Default and its consequences, or
releasing or discharging any guarantor from its obligations under a guarantee;
provided, however, that no such amendment, supplement, modification or waiver
shall (i) increase the Revolving Credit Commitment or Revolving Credit
Commitment Percentage of any Bank, (ii) extend the maturity date of any Note,
(iii) decrease the rate of interest of, extend the time or manner of payment of
or increase or forgive interest due under any Notes, forgive any principal
amount due under any Note, or forgive, extend the time or manner of payment of
any fees, costs or expenses due hereunder or under any of the Loan Documents,
(iv) permit the extension of this Agreement, (v) change the provisions of this
subsection 10.10, (vi) release any portion of the Collateral, (vii) amend or
change the provisions of Sections 2.1(a) or 2.1(b) of this Agreement, or (viii)
amend or change the provisions of Section 7.11 of this Agreement, without the
consent of all of the Banks; and provided further, however, that no such
amendment, supplement, modification or waiver shall amend, modify or waive any
provision of this subsection 10.10 or otherwise
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<PAGE> 22
change any of the rights or obligations of Agent hereunder or under the Loan
Documents without the written consent of Agent. Any such amendment, supplement,
modification or waiver shall apply equally to each of Banks and shall be binding
upon the parties to the applicable agreement, Banks, Agent and their successors
and assigns. In the case of any waiver, the parties to the applicable agreement,
Banks and Agent shall be restored to their former position and rights hereunder
and under the outstanding Notes and Loan Documents, and any Default or Event of
Default waived shall not extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.
10.11 SETOFF; SHARING. (a) Upon the occurrence of an Event of Default and
acceleration of the maturity of the Loans each Bank is hereby authorized, at any
time or from time to time thereafter, without prior notice to any Borrower or
any other Person any such notice being hereby expressly waived, to set-off and
to appropriate and apply any and all deposits and any other indebtedness or
property at any time held or owning by such Bank to or for the credit or the
account of any Borrower, whether or not related to this Agreement or any
transaction or occurrence hereunder, against and on account of the Obligations
of any Borrower regardless of whether or not such Bank shall have made any
demand hereunder and although such Obligations, or any of them, shall be
contingent or unmatured. The rights and remedies granted to each Bank under this
subsection 10.11 shall be in addition to, and not in substitution for, any
rights or remedies, including, without limitation, any right of set-off or
banker's lien, to which such Bank may otherwise be entitled.
(b) Each Bank agrees, for the benefit of the other Bank, that with
respect to all sums received or realized by such Bank, after an Event of Default
or the maturity of the Loans (whether by acceleration, notice of intention to
prepay in full or otherwise) equitable adjustment will be made among all of the
Banks so that, in effect, all such sums shall be shared ratably by each of Banks
(based upon such Bank's percentage of the unpaid amount of all of the Loans then
outstanding owing to all of the Banks), whether received by the exercise of the
right of set-off or banker's lien, by counterclaim or cross-action, by the
enforcement of any of the Notes or otherwise. If any Bank shall, after maturity
of the Loans (whether by reason of acceleration, notice of intention to prepay
in full or otherwise) receive any payment on its Loans or on any commitment fees
in a sum or sums in excess of its pro rata portion of the sum of the aggregate
principal amount of the Loans then outstanding, then any such Bank shall, if
requested by the other Bank, purchase for cash from the other Bank an interest
in its Loans in such amounts as shall result in Banks sharing such payment
ratably according to the aggregate principal amount of the Loans then
outstanding from each of them; provided, however, that if all or any portion of
such excess payment is thereafter recovered from any such Bank, the purchase
shall be rescinded and the purchase price restored to the extent of such
recovery, but without interest except as required by law or by any judgment or
settlement relating to such recovery. Each Borrower agrees that any Bank so
purchasing a participation in the Loans made by the other Bank may exercise all
rights of set-off, banker's lien, counterclaim or similar rights with respect to
such participation as fully as if such Bank were a direct holder of Loans in the
amount of such participation. Nothing contained herein shall require any Bank to
exercise any such right or shall effect the right of any Bank to exercise, and
retain the benefits of exercising any such right with respect to any other
indebtedness of obligation of any Borrower.
10.12 ENFORCEMENT. Each Bank authorizes Agent to take all actions contemplated
by this Agreement and any of the other Loan Documents and each Bank agrees that
no Bank shall have any right individually to seek or to enforce any remedy or to
realize upon any security for the Obligations, it being understood and agreed
that such rights and remedies may be exercised only by Agent, for the benefit of
Banks.
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<PAGE> 23
Section 11. Miscellaneous Provisions.
-------------------------
11.1 MISCELLANEOUS. This Agreement, the exhibits and the other Loan Documents
are the complete agreement of the parties hereto and supersede all previous
understandings relating to the subject matter hereof. This Agreement may be
amended only in writing signed by the parties against whom enforcement of the
amendment is sought. This Agreement may be executed in counterparts. If any part
of this Agreement is held invalid, illegal or unenforceable, the remainder of
this Agreement will not in any way be affected. This Agreement is and is
intended to be a continuing agreement and will remain in full force and effect
until the Loans are finally and irrevocably paid in full and the Facility is
terminated.
11.2 WAIVER BY BORROWER. Each Borrower waives notice of non-payment, demand,
presentment, protest or notice of protest of any Accounts or other Collateral,
and all other notices (except those notices specifically provided for in this
Agreement); consents to any renewals or extensions of time of payment thereof;
and generally waives any and all suretyship defenses and defenses in the nature
thereof.
11.3 BINDING EFFECT. This Agreement will be binding upon and inure to the
benefit of the respective legal representatives, successors and assigns of the
parties hereto; however, except as set forth in Section 7.8 of this Agreement,
no Borrower may assign or transfer any of its rights or delegate any of its
Obligations under this Agreement or any of the Loan Documents, by operation of
law or otherwise. With the prior written consent of all the Banks, one or more
additional Persons may become Banks under this Agreement in order to increase
the Revolving Credit Commitments or replace a portion of the Loans and the
commitments of any Bank, subject to the terms of this Agreement. The Banks may
disclose to all prospective and actual assignees and participants all financial,
business and other information about any Borrower which a Bank may possess at
any time.
11.4 SUBSIDIARIES. If any Borrower has any additional Subsidiaries at any time
during the term of this Agreement, the term "Borrower" in each representation,
warranty and covenant herein will mean "Borrower" and each Subsidiary
individually and in the aggregate, and such Borrower will cause each Subsidiary
to be in compliance therewith.
11.5 SECURITY. The Obligations are secured as provided herein, in this
Agreement, the Security Agreement, in the Loan Documents and in each other
document or agreement which by its terms secures the repayment or performance of
the Obligations.
11.6 SURVIVAL. All representations, warranties, covenants and agreements made by
each Borrower herein and in the Loan Documents will survive the execution and
delivery of this Agreement, the Loan Documents and the issuance of the Notes.
11.7 DELAY OR OMISSION. No delay or omission on the part of Agent or Banks in
exercising any right, remedy or power arising from any Event of Default will
impair any such right, remedy or power or any other right remedy or power or be
considered a waiver or any right, remedy or power or any Event of Default nor
will the action or omission to act by Agent or Banks upon the occurrence of any
Event of Default impair any right, remedy or power arising as a result thereof
or affect any subsequent Event of Default of the same or different nature.
11.8 NOTICES. Any notices under or pursuant to this Agreement will be deemed
duly sent when delivered in hand or when mailed by registered or certified mail,
return receipt requested, addressed as follows:
THE FIFTH THIRD BANK
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attention: Asset Based Lending Department
KEYBANK NATIONAL ASSOCIATION
525 Vine Street - 6th floor
Cincinnati, Ohio 45202
Attention: Structured Finance Department
-23-
<PAGE> 24
PNC BANK, OHIO, NATIONAL ASSOCIATION 201 East Fifth
Street Cincinnati, Ohio 45202
Attention: Middle Market Corporate Banking - 26th
floor
FOUNTAIN SQUARE COMMERCIAL FUNDING CORP.
c/o The Fifth Third Bank
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attention: Asset Based Lending Department
GLOBE BUSINESS RESOURCES, INC., GRANTREE CORPORATION,
INTERIM QUARTERS, LTD. and CORPORATE STAY
INTERNATIONAL, INC.
1925 Greenwood Ave.
Cincinnati, Ohio 45246
Attention: David D. Hoguet, Chief Executive Officer
With a copy to: Keating, Muething & Klekamp
1800 Provident Tower
Cincinnati, Ohio 45202
Attention: Edward Steiner, Esq.
Any party may change such address by sending written notice of the change to the
other parties.
11.9 NO PARTNERSHIP. Nothing contained herein or in any of the Loan Documents is
intended to create or will be construed to create any partnership, joint venture
or other relationship between any Bank and any Borrower other than as expressly
set forth herein or therein and will not create any joint venture, partnership
or other relationship.
11.10 INDEMNIFICATION BY EACH BORROWER. If after receipt of any payment of all
or part of the Obligations, Agent or Banks are for any reason compelled to
surrender such payment to any person or entity, because such payment is
determined to be void or voidable as a preference, impermissible setoff, or
diversion of trust funds, or for any other reason, this Agreement will continue
in full force and effect and each Borrower will be liable to, and will
indemnify, save and hold Agent and Banks, its officers, directors, attorneys,
and employees harmless of and from the amount of such payment surrendered. The
provisions of this Section will be and remain effective notwithstanding any
contrary action which may have been taken by Agent or Banks in reliance on such
payment, and any such contrary action so taken will be without prejudice to
Agent or Banks' rights under this Agreement and will be deemed to have been
conditioned upon such payment becoming final, indefeasible and irrevocable. In
addition, each Borrower will indemnify, defend, save and hold Agent and Banks,
its officers, directors, attorneys, and employees harmless of, from and against
all claims, demands, liabilities, judgments, losses, damages, costs and
expenses, joint or several (including all accounting fees and attorneys' fees
reasonably incurred), that Agent and Banks or any such indemnified party may
incur arising out of this Agreement, any of the Loan Documents or any act taken
by Bank hereunder except for the willful misconduct or gross negligence of such
indemnified party. The provisions of this Section will survive the termination
of this Agreement.
11.11 GOVERNING LAW; JURISDICTION. This Agreement, the Notes and the other Loan
Documents will be governed by the domestic laws of the State of Ohio. Each
Borrower agrees that the state and federal courts in Hamilton County, Ohio, or
any other court in which Bank initiates proceedings have exclusive jurisdiction
over all matters arising out of this Agreement, and that service of process in
any such proceeding will be effective if mailed to each Borrower at its address
described in the Notices section of this Agreement. AGENT, BANKS AND EACH
BORROWER HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
-24-
<PAGE> 25
IN WITNESS WHEREOF, Agent, Banks and Borrowers have executed this Agreement by
their duly authorized officers as of the date first above written.
GLOBE BUSINESS RESOURCES, INC.
By: /s/ Sharon G. Kebe
------------------------------------
Its: Sr. VP Finance
------------------------------------
GRANTREE CORPORATION
By: /s/ Sharon G. Kebe
------------------------------------
Its: Sr. VP Finance
------------------------------------
INTERIM QUARTERS, LTD.
By: /s/ Sharon G. Kebe
------------------------------------
Its: Authorized Representative
------------------------------------
CORPORATE STAY INTERNATIONAL, INC.
By: /s/ Sharon G. Kebe
------------------------------------
Its: Sr. VP. Finance
------------------------------------
KEYBANK NATIONAL ASSOCIATION
By: /s/ Steven J. Bloemer
------------------------------------
Its: Vice President
------------------------------------
PNC BANK, OHIO, NATIONAL ASSOCIATION
By: /s/ Christopher R. Ramos
------------------------------------
Its: Vice President
------------------------------------
FOUNTAIN SQUARE COMMERCIAL FUNDING CORP.
By: /s/ Andrew L. Stidd
------------------------------------
Its: President
------------------------------------
THE FIFTH THIRD BANK, for itself and as Agent for the
Banks
By: /s/ David B. Haas
------------------------------------
Its: Vice President
------------------------------------
-25-
<PAGE> 26
EXHIBIT 2.1(e)(i)
-----------------
AMENDED AND RESTATED
REVOLVING NOTE
$18,000,000 Cincinnati, Ohio
January 31, 1995
First Amendment and Restatement February 28, 1996
Second Amendment and Restatement December 16, 1996
(Effective Date)
For value received, GLOBE BUSINESS RESOURCES, INC., an Ohio corporation formerly
known as and doing business as Globe Furniture Rentals, GRANTREE CORPORATION, an
Oregon corporation dba Globe Furniture Rentals, INTERIM QUARTERS, LTD., an Ohio
limited liability company and CORPORATE STAY INTERNATIONAL, INC., an Ohio
corporation (collectively the "Borrowers" and each a "Borrower"), hereby jointly
and severally promise to pay to the order of THE FIFTH THIRD BANK, an Ohio
banking corporation (the "Bank"), at its offices, located at 38 Fountain Square
Plaza, Cincinnati, Ohio 45263, in lawful money of the United States of America
and in immediately available funds, the principal sum of Eighteen Million
Dollars ($18,000,000) or such lesser unpaid principal amount as may be advanced
by Bank pursuant to the terms of the Amended and Restated Credit Agreement of
even date herewith by and between Borrowers, The Fifth Third Bank, Agent, and
The Fifth Third Bank, KeyBank National Association, PNC Bank, Ohio, National
Association and Fountain Square Commercial Funding Corp., as Banks, as the same
may be amended from time to time (the "Agreement").
The principal balance outstanding hereunder shall bear interest from the date of
the first advance until paid at a floating rate of interest equal to the percent
per annum set forth below, which rate of interest will fluctuate on a periodic
basis as provided herein to the rate specified by the following table based upon
the ratio of the amount of Borrowers' Funded Debt to Tangible Net Worth, on a
consolidated basis:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
FUNDED DEBT TO TANGIBLE NET WORTH THEN INTEREST RATE EQUALS
- --------------------------------------------------------------------------------------------------
<S> <C>
Greater than or equal to 3.00 : 1.00 Borrowers' option of:
(i) Prime Rate plus 1.00% or
(ii) LIBOR Rate plus 2.75%
- --------------------------------------------------------------------------------------------------
Less than 3.00 : 1.00 but greater than or equal to 2.20 : 1.00 Borrowers' option of:
(i) Prime Rate plus .75% or
(ii) LIBOR Rate plus 2.50%
- --------------------------------------------------------------------------------------------------
Less than 2.20 : 1.00 but greater than or equal to 1.40 : 1.00 Borrowers' option of:
(i) Prime Rate plus .50% or
(ii) LIBOR Rate plus 2.25%
- --------------------------------------------------------------------------------------------------
Less than 1.40 : 1.00 but greater than or equal to 1.00 : 1.00 Borrowers' option of:
(i) Prime Rate plus .25% or
(ii) LIBOR Rate plus 2.00%
- --------------------------------------------------------------------------------------------------
Less than 1.00 : 1.00 Borrowers' option of:
(i) Prime Rate or
(ii) LIBOR plus 1.75%
- --------------------------------------------------------------------------------------------------
</TABLE>
-32-
<PAGE> 27
In the event the Borrowers meet the requirements set forth above, Borrowers' may
elect to have all or any portion of the Note in minimum increments of $1,000,000
per election (provided such amounts are not then subject to another LIBOR
Election) bear interest at the per annum rate equal to the percentage in excess
of the LIBOR Rate as set forth above (a "LIBOR Election"). Such notice shall be
delivered to Agent in writing at least 2 business days prior to the date of such
advance and shall inform Agent of the amount of the Note to be subject to the
LIBOR Election, the LIBOR Interest Period and the effective date for the LIBOR
Interest Period. Borrowers shall not be permitted to have more than six (6)
separate LIBOR Elections outstanding at any one time during the term hereof.
On the Effective Date, the initial interest rates for advances hereunder will be
based upon a Funded Debt to Tangible Net Worth of less than 2.20 : 1.00 for
Borrowers.
Interest rate changes based upon changes in the foregoing chart will be made
effective as of the date of the first advance hereunder and on the first day of
the calendar month following the review by Agent of Borrowers' quarterly
financial statements. In addition to changes occurring pursuant to fluctuations
in the foregoing chart, the interest rate charged hereunder shall change
automatically upon each change in the Prime Rate. Interest will be calculated
based on a 360-day year and charged for the actual number of days elapsed, and
will be payable on the first day of each calendar month commencing January 1,
1997 and continuing on the first (1st) day of each calendar month thereafter
during the term hereof unless an interest rate based upon the LIBOR Rate is in
effect, in which case the accrued interest shall be due and payable at the end
of the LIBOR Interest Period and Agent will remit to Bank its pro-rata share
within 1 business day after Agent's receipt thereof. If any amount as to which a
LIBOR Election is in effect is repaid on a day other than the last day of the
applicable LIBOR Interest Period, or becomes payable on a day other than the
last day of the applicable LIBOR Interest Period due to acceleration or
otherwise, the Borrowers shall pay, on demand by the Agent, such amount (as
determined by the Agent) as is required to compensate the Banks for any losses,
costs or expenses which the Banks may incur as a result of such payment or
acceleration, including, without limitation, any loss, cost or expense
(including loss of profit) incurred by reason of liquidation or reemployment of
deposits or other funds acquired by the Banks to fund or maintain such amount
bearing interest at the LIBOR Rate plus the percentage as set forth in the chart
above.
After maturity, whether by acceleration or otherwise, this Note will bear
interest, at the election of Bank and without notice to Borrowers (computed and
adjusted in the same manner, and with the same effect, as interest hereon prior
to maturity), payable on demand, at a rate per annum equal to the Default Rate,
until paid, and whether before or after the entry of judgment hereon.
The Prime Rate means the rate of interest per annum announced to be its Prime
Rate from time to time by Agent at its principal office in Cincinnati, Ohio
whether or not Agent will at times lend to borrowers at lower rates of interest,
or, if there is no such Prime Rate, then its base rate or such other rate as may
be substituted by Agent for the Prime Rate.
LIBOR Interest Period means, with respect to which amounts outstanding hereunder
will accrue interest at the LIBOR Rate for a period of 30, 60, 90, 120 or 180
days commencing on a business day selected by Borrowers pursuant to this Note.
Such LIBOR Interest Period shall end on the day in the succeeding calendar month
which corresponds numerically to the beginning day of such LIBOR Interest
Period, provided, however, that if there is no such numerically corresponding
day in such succeeding month, such LIBOR Interest Period shall end on the last
business day of such succeeding month. If a LIBOR Interest Period would
otherwise end on a day which is not a business day, such LIBOR Interest Period
shall end on the next succeeding business day.
LIBOR Rate means the rate (adjusted for reserves if Bank is required to maintain
reserves with respect to relevant advances) being asked on an amount of
Eurodollar deposits equal to the amount of the Note subject to a LIBOR Election
on the first day of a LIBOR Interest Period and which has a maturity
corresponding to the maturity of the LIBOR Interest Period, as reported by the
TELERATE rate reporting system (or any successor) as determined by Bank by noon
on the Effective Date of the LIBOR Interest Period. Each determination by Bank
of the LIBOR Rate shall be conclusive in the absence of manifest error.
-33-
<PAGE> 28
Borrowers' right to accrue interest at the LIBOR Rate shall be terminated
automatically if Bank, by telephonic notice, shall notify Borrower that LIBOR
deposits with a maturity equal to the LIBOR Interest Period and in an amount
equal to the then current outstanding principal amount of the Note are not
readily available in the London Inter-Bank Offered Rate Market, or that, by
reason of circumstances affecting such Market, adequate and reasonable methods
do not exist for ascertaining the interest rate applicable to such deposits for
the LIBOR Interest Period.
In addition, notwithstanding anything herein contained to the contrary, if,
prior to or during any period with respect to which the LIBOR Rate is in effect,
any change in any law, regulation or official directive, or in the
interpretation thereof, by any governmental body charged with the administration
thereof, shall make it unlawful for the Bank to find or maintain its funding in
Eurodollars of any portion of the Note subject to the LIBOR Rate or otherwise to
give effect to Bank's obligations as contemplated hereby, (i) Bank may, by
written notice to Borrower, declare Bank's obligations in respect of the LIBOR
Rate to be terminated forthwith, and (ii) the LIBOR Rate with respect to Bank
shall forthwith cease to be in effect, and interest shall from and after such
date be calculated based on the Prime Rate.
On March 1, 1998, all outstanding principal and all accrued and unpaid interest
will be due and payable.
The principal amount of each loan made by Bank under this Note and the amount of
each prepayment made by Borrowers under this Note will be recorded by Bank in
the regularly maintained data processing records of Bank. The aggregate unpaid
principal amount of all loans set forth in such records will be presumptive
evidence of the principal amount owing and unpaid on this Note. However, failure
by Bank to make any such entry will not limit or otherwise affect Borrowers'
obligations under this Note or the Agreement.
All payments received by Agent under this Note will be applied first to payment
of amounts advanced by Bank on behalf of Borrowers or which may be due for
insurance, taxes and attorneys' fees or other charges to be paid by Borrowers
pursuant to the Agreement and the Loan Documents (as defined in the Agreement),
then to accrued interest on this Note, then to principal which will be repaid in
the inverse order of maturity.
This Note is one of the Revolving Notes referred to in the Agreement, and is
entitled to the benefits, and is subject to the terms, of the Agreement.
Capitalized terms used but not otherwise defined herein will have the meanings
attributed thereto in the Agreement. The maturity of this Note is subject to
acceleration upon the terms, set forth in the Agreement. Except as otherwise
expressly provided in the Agreement, if any payment on this Note becomes due and
payable on a day other than one on which Agent is open for business (a "Business
Day"), the maturity thereof will be extended to the next Business Day, and
interest will be payable at the rate specified herein during such extension
period.
After the occurrence of an Event of Default, all amounts of principal
outstanding as of the date of the occurrence of such Event of Default will bear
interest at the Default Rate, in Bank's sole discretion, without notice to any
Borrower. This provision does not constitute a waiver of any Events of Default
or an agreement by Bank to permit any late payments whatsoever.
In no event will the interest rate on this Note exceed the highest rate
permissible under any law which a court of competent jurisdiction will, in a
final determination, deem applicable hereto. In the event that a court
determines that Bank has received interest and other charges under this Note in
excess of the highest permissible rate applicable hereto, such excess will be
deemed received on account of, and will automatically be applied to reduce the
amounts due to Bank from Borrowers under this Note, other than interest, and the
provisions hereof will be deemed amended to provide for the highest permissible
rate. If there are no such amounts outstanding, Bank will refund to Borrowers
such excess.
-34-
<PAGE> 29
Each Borrower and all endorsers, sureties, guarantors and other persons liable
on this Note hereby waive presentment for payment, demand, notice of dishonor,
protest, notice of protest and all other demands and notices in connection with
the delivery, performance and enforcement of this Note, and consent to one or
more renewals or extensions of this Note.
This Note is being executed in substitution for the Note, originally dated
January 31, 1995, in the principal amount of $7,000,000 and the Note, originally
dated January 31, 1995, in the principal amount of $5,000,000, each executed by
Borrower and made payable to Bank, as such were consolidated and amended and
restated on February 28, 1996, in the principal amount of $12,000,000, and are
not delivered in repayment thereof.
This Note may not be changed orally, but only by an instrument in writing.
This Note is being delivered in, is intended to be performed in, will be
construed and enforceable in accordance with, and be governed by the internal
laws of, the State of Ohio without regard to principles of conflict of laws.
Each Borrower agrees that the State and Federal courts in Hamilton County, Ohio
or any other court in which Bank initiates proceedings will have exclusive
jurisdiction over all matters arising out of this Note, and that service of
process in any such proceeding will be effective if mailed to each Borrower at
its address described in the Notices section of the Agreement. EACH BORROWER
HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS
NOTE.
GLOBE BUSINESS RESOURCES, INC.
By:
----------------------------------
Its:
----------------------------------
GRANTREE CORPORATION
By:
----------------------------------
Its:
----------------------------------
INTERIM QUARTERS, LTD.
By:
----------------------------------
Its:
----------------------------------
CORPORATE STAY INTERNATIONAL, INC.
By:
----------------------------------
Its:
----------------------------------
-35-
<PAGE> 30
EXHIBIT 2.1(e)(ii)
------------------
AMENDED AND RESTATED
REVOLVING NOTE
$18,000,000 Cincinnati, Ohio
February 28, 1996
First Amendment and Restatement December 16, 1996
(Effective Date)
For value received, GLOBE BUSINESS RESOURCES, INC., an Ohio corporation formerly
known as and doing business as Globe Furniture Rentals, GRANTREE CORPORATION, an
Oregon corporation, doing business as Globe Furniture Rentals, INTERIM QUARTERS,
LTD., an Ohio limited liability company and CORPORATE STAY INTERNATIONAL, INC.,
an Ohio corporation (collectively the "Borrowers" and each a "Borrower"), hereby
jointly and severally promise to pay to the order of PNC BANK, OHIO, NATIONAL
ASSOCIATION, a national banking association (the "Bank"), at Agent's offices,
located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of
the United States of America and in immediately available funds, the principal
sum of Eighteen Million Dollars ($18,000,000) or such lesser unpaid principal
amount as may be advanced by Bank pursuant to the terms of the Amended and
Restated Credit Agreement of even date herewith by and between Borrowers, The
Fifth Third Bank, Agent, and The Fifth Third Bank, KeyBank National Association,
PNC Bank, Ohio, National Association and Fountain Square Commercial Funding
Corp., as Banks, as the same may be amended from time to time (the "Agreement").
The principal balance outstanding hereunder shall bear interest from the date of
the first advance until paid at a floating rate of interest equal to the percent
per annum set forth below, which rate of interest will fluctuate on a periodic
basis as provided herein to the rate specified by the following table based upon
the ratio of the amount of Borrowers' Funded Debt to Tangible Net Worth, on a
consolidated basis:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
FUNDED DEBT TO TANGIBLE NET WORTH THEN INTEREST RATE EQUALS
- -------------------------------------------------------------------------------------------------
<S> <C>
Greater than or equal to 3.00 : 1.00 Borrowers' option of:
(i) Prime Rate plus 1.00% or
(ii) LIBOR Rate plus 2.75%
- -------------------------------------------------------------------------------------------------
Less than 3.00 : 1.00 but greater than or equal to 2.20 : 1.00 Borrowers' option of:
(i) Prime Rate plus .75% or
(ii) LIBOR Rate plus 2.50%
- -------------------------------------------------------------------------------------------------
Less than 2.20 : 1.00 but greater than or equal to 1.40 : 1.00 Borrowers' option of:
(i) Prime Rate plus .50% or
(ii) LIBOR Rate plus 2.25%
- -------------------------------------------------------------------------------------------------
Less than 1.40 : 1.00 but greater than or equal to 1.00 : 1.00 Borrowers' option of:
(i) Prime Rate plus .25% or
(ii) LIBOR Rate plus 2.00%
- -------------------------------------------------------------------------------------------------
Less than 1.00 : 1.00 Borrowers' option of:
(i) Prime Rate or
(ii) LIBOR plus 1.75%
- -------------------------------------------------------------------------------------------------
</TABLE>
-36-
<PAGE> 31
In the event the Borrowers meet the requirements set forth above, Borrowers' may
elect to have all or any portion of the Note in minimum increments of $1,000,000
per election (provided such amounts are not then subject to another LIBOR
Election) bear interest at the per annum rate equal to the percentage in excess
of the LIBOR Rate as set forth above (a "LIBOR Election"). Such notice shall be
delivered to Agent in writing at least 2 business days prior to the date of such
advance and shall inform Agent of the amount of the Note to be subject to the
LIBOR Election, the LIBOR Interest Period and the effective date for the LIBOR
Interest Period. Borrowers shall not be permitted to have more than six (6)
separate LIBOR Elections outstanding at any one time during the term hereof.
On the Effective Date, the initial interest rates for advances hereunder will be
based upon a Funded Debt to Tangible Net Worth of less than 2.20 : 1.00 for
Borrowers.
Interest rate changes based upon changes in the foregoing chart will be made
effective as of the date of the first advance hereunder and on the first day of
the calendar month following the review by Agent of Borrowers' quarterly
financial statements. In addition to changes occurring pursuant to fluctuations
in the foregoing chart, the interest rate charged hereunder shall change
automatically upon each change in the Prime Rate. Interest will be calculated
based on a 360-day year and charged for the actual number of days elapsed, and
will be payable on the first day of each calendar month commencing January 1,
1997 and continuing on the first (1st) day of each calendar month thereafter
during the term hereof unless an interest rate based upon the LIBOR Rate is in
effect, in which case the accrued interest shall be due and payable at the end
of the LIBOR Interest Period and Agent will remit to Bank its pro-rata share
within 1 business day after Agent's receipt thereof. If any amount as to which a
LIBOR Election is in effect is repaid on a day other than the last day of the
applicable LIBOR Interest Period, or becomes payable on a day other than the
last day of the applicable LIBOR Interest Period due to acceleration or
otherwise, the Borrowers shall pay, on demand by the Agent, such amount (as
determined by the Agent) as is required to compensate the Banks for any losses,
costs or expenses which the Banks may incur as a result of such payment or
acceleration, including, without limitation, any loss, cost or expense
(including loss of profit) incurred by reason of liquidation or reemployment of
deposits or other funds acquired by the Banks to fund or maintain such amount
bearing interest at the LIBOR Rate plus the percentage as set forth in the chart
above.
After maturity, whether by acceleration or otherwise, this Note will bear
interest, at the election of Bank and without notice to Borrowers (computed and
adjusted in the same manner, and with the same effect, as interest hereon prior
to maturity), payable on demand, at a rate per annum equal to the Default Rate,
until paid, and whether before or after the entry of judgment hereon.
The Prime Rate means the rate of interest per annum announced to be its Prime
Rate from time to time by Agent at its principal office in Cincinnati, Ohio
whether or not Agent will at times lend to borrowers at lower rates of interest,
or, if there is no such Prime Rate, then its base rate or such other rate as may
be substituted by Agent for the Prime Rate.
LIBOR Interest Period means, with respect to which amounts outstanding hereunder
will accrue interest at the LIBOR Rate for a period of 30, 60, 90, 120 or 180
days commencing on a business day selected by Borrowers pursuant to this Note.
Such LIBOR Interest Period shall end on the day in the succeeding calendar month
which corresponds numerically to the beginning day of such LIBOR Interest
Period, provided, however, that if there is no such numerically corresponding
day in such succeeding month, such LIBOR Interest Period shall end on the last
business day of such succeeding month. If a LIBOR Interest Period would
otherwise end on a day which is not a business day, such LIBOR Interest Period
shall end on the next succeeding business day.
-37-
<PAGE> 32
LIBOR Rate means the rate (adjusted for reserves if Bank is required to maintain
reserves with respect to relevant advances) being asked on an amount of
Eurodollar deposits equal to the amount of the Note subject to a LIBOR Election
on the first day of a LIBOR Interest Period and which has a maturity
corresponding to the maturity of the LIBOR Interest Period, as reported by the
TELERATE rate reporting system (or any successor) as determined by Bank by noon
on the Effective Date of the LIBOR Interest Period. Each determination by Bank
of the LIBOR Rate shall be conclusive in the absence of manifest error.
Borrowers' right to accrue interest at the LIBOR Rate shall be terminated
automatically if Bank, by telephonic notice, shall notify Borrower that LIBOR
deposits with a maturity equal to the LIBOR Interest Period and in an amount
equal to the then current outstanding principal amount of the Note are not
readily available in the London Inter-Bank Offered Rate Market, or that, by
reason of circumstances affecting such Market, adequate and reasonable methods
do not exist for ascertaining the interest rate applicable to such deposits for
the LIBOR Interest Period.
In addition, notwithstanding anything herein contained to the contrary, if,
prior to or during any period with respect to which the LIBOR Rate is in effect,
any change in any law, regulation or official directive, or in the
interpretation thereof, by any governmental body charged with the administration
thereof, shall make it unlawful for the Bank to find or maintain its funding in
Eurodollars of any portion of the Note subject to the LIBOR Rate or otherwise to
give effect to Bank's obligations as contemplated hereby, (i) Bank may, by
written notice to Borrower, declare Bank's obligations in respect of the LIBOR
Rate to be terminated forthwith, and (ii) the LIBOR Rate with respect to Bank
shall forthwith cease to be in effect, and interest shall from and after such
date be calculated based on the Prime Rate.
On March 1, 1998, all outstanding principal and all accrued and unpaid interest
will be due and payable.
The principal amount of each loan made by Bank under this Note and the amount of
each prepayment made by Borrowers under this Note will be recorded by Bank in
the regularly maintained data processing records of Bank. The aggregate unpaid
principal amount of all loans set forth in such records will be presumptive
evidence of the principal amount owing and unpaid on this Note. However, failure
by Bank to make any such entry will not limit or otherwise affect Borrowers'
obligations under this Note or the Agreement.
All payments received by Agent under this Note will be applied first to payment
of amounts advanced by Bank on behalf of Borrowers or which may be due for
insurance, taxes and attorneys' fees or other charges to be paid by Borrowers
pursuant to the Agreement and the Loan Documents (as defined in the Agreement),
then to accrued interest on this Note, then to principal which will be repaid in
the inverse order of maturity.
This Note is one of the Revolving Notes referred to in the Agreement, and is
entitled to the benefits, and is subject to the terms, of the Agreement.
Capitalized terms used but not otherwise defined herein will have the meanings
attributed thereto in the Agreement. The maturity of this Note is subject to
acceleration upon the terms, set forth in the Agreement. Except as otherwise
expressly provided in the Agreement, if any payment on this Note becomes due and
payable on a day other than one on which Agent is open for business (a "Business
Day"), the maturity thereof will be extended to the next Business Day, and
interest will be payable at the rate specified herein during such extension
period.
After the occurrence of an Event of Default, all amounts of principal
outstanding as of the date of the occurrence of such Event of Default will bear
interest at the Default Rate, in Bank's sole discretion, without notice to
Borrowers. This provision does not constitute a waiver of any Events of Default
or an agreement by Bank to permit any late payments whatsoever.
-38-
<PAGE> 33
In no event will the interest rate on this Note exceed the highest rate
permissible under any law which a court of competent jurisdiction will, in a
final determination, deem applicable hereto. In the event that a court
determines that Bank has received interest and other charges under this Note in
excess of the highest permissible rate applicable hereto, such excess will be
deemed received on account of, and will automatically be applied to reduce the
amounts due to Bank from Borrowers under this Note, other than interest, and the
provisions hereof will be deemed amended to provide for the highest permissible
rate. If there are no such amounts outstanding, Bank will refund to Borrowers
such excess.
Each Borrower and all endorsers, sureties, guarantors and other persons liable
on this Note hereby waive presentment for payment, demand, notice of dishonor,
protest, notice of protest and all other demands and notices in connection with
the delivery, performance and enforcement of this Note, and consent to one or
more renewals or extensions of this Note.
This Note is being executed and delivered in substitution for the Note,
originally dated February 28, 1996, in the principal amount of $12,000,000,
executed by Borrowers and made payable to Bank.
This Note may not be changed orally, but only by an instrument in writing.
This Note is being delivered in, is intended to be performed in, will be
construed and enforceable in accordance with, and be governed by the internal
laws of, the State of Ohio without regard to principles of conflict of laws.
Each Borrower agrees that the State and Federal courts in Hamilton County, Ohio
or any other court in which Bank initiates proceedings will have exclusive
jurisdiction over all matters arising out of this Note, and that service of
process in any such proceeding will be effective if mailed to each Borrower at
its address described in the Notices section of the Agreement. EACH BORROWER
HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS
NOTE.
GLOBE BUSINESS RESOURCES, INC.
By:
----------------------------------
Its:
----------------------------------
GRANTREE CORPORATION
By:
----------------------------------
Its:
----------------------------------
INTERIM QUARTERS, LTD.
By:
----------------------------------
Its:
----------------------------------
CORPORATE STAY INTERNATIONAL, INC.
By:
----------------------------------
Its:
----------------------------------
-39-
<PAGE> 34
EXHIBIT 2.1(e)(iii)
-------------------
AMENDED AND RESTATED
REVOLVING NOTE
$9,000,000 Cincinnati, Ohio
January 31, 1995
First Amendment and Restatement February 28, 1996
Second Amendment and Restatement December 16, 1996
(Effective Date)
For value received, GLOBE BUSINESS RESOURCES, INC., an Ohio corporation formerly
known as and doing business as Globe Furniture Rentals, GRANTREE CORPORATION, an
Oregon corporation, doing business as Globe Furniture Rentals, INTERIM QUARTERS,
LTD., an Ohio limited liability company and CORPORATE STAY INTERNATIONAL, INC.,
an Ohio corporation (collectively the "Borrowers" and each a "Borrower"), hereby
jointly and severally promise to pay to the order of KEYBANK NATIONAL
ASSOCIATION, a national banking association (the "Bank"), at Agent's offices,
located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful money of
the United States of America and in immediately available funds, the principal
sum of Nine Million Dollars ($9,000,000) or such lesser unpaid principal amount
as may be advanced by Bank pursuant to the terms of the Amended and Restated
Credit Agreement of even date herewith by and between Borrowers, The Fifth Third
Bank, Agent, and The Fifth Third Bank, KeyBank National Association, PNC Bank,
Ohio, National Association and Fountain Square Commercial Funding Corp., as
Banks, as the same may be amended from time to time (the "Agreement").
The principal balance outstanding hereunder shall bear interest from the date of
the first advance until paid at a floating rate of interest equal to the percent
per annum set forth below, which rate of interest will fluctuate on a periodic
basis as provided herein to the rate specified by the following table based upon
the ratio of the amount of Borrowers' Funded Debt to Tangible Net Worth, on a
consolidated basis:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
FUNDED DEBT TO TANGIBLE NET WORTH THEN INTEREST RATE EQUALS
- ---------------------------------------------------------------------------------------------------
<S> <C>
Greater than or equal to 3.00 : 1.00 Borrowers' option of:
(i) Prime Rate plus 1.00% or
(ii) LIBOR Rate plus 2.75%
- ---------------------------------------------------------------------------------------------------
Less than 3.00 : 1.00 but greater than or equal to 2.20 : 1.00 Borrowers' option of:
(i) Prime Rate plus .75% or
(ii) LIBOR Rate plus 2.50%
- ---------------------------------------------------------------------------------------------------
Less than 2.20 : 1.00 but greater than or equal to 1.40 : 1.00 Borrowers' option of:
(i) Prime Rate plus .50% or
(ii) LIBOR Rate plus 2.25%
- ---------------------------------------------------------------------------------------------------
Less than 1.40 : 1.00 but greater than or equal to 1.00 : 1.00 Borrowers' option of:
(i) Prime Rate plus .25% or
(ii) LIBOR Rate plus 2.00%
- ---------------------------------------------------------------------------------------------------
Less than 1.00 : 1.00 Borrowers' option of:
(i) Prime Rate or
(ii) LIBOR plus 1.75%
- ---------------------------------------------------------------------------------------------------
</TABLE>
-40-
<PAGE> 35
In the event the Borrowers meet the requirements set forth above, Borrowers' may
elect to have all or any portion of the Note in minimum increments of $1,000,000
per election (provided such amounts are not then subject to another LIBOR
Election) bear interest at the per annum rate equal to the percentage in excess
of the LIBOR Rate as set forth above (a "LIBOR Election"). Such notice shall be
delivered to Agent in writing at least 2 business days prior to the date of such
advance and shall inform Agent of the amount of the Note to be subject to the
LIBOR Election, the LIBOR Interest Period and the effective date for the LIBOR
Interest Period. Borrowers shall not be permitted to have more than six (6)
separate LIBOR Elections outstanding at any one time during the term hereof.
On the Effective Date, the initial interest rates for advances hereunder will be
based upon a Funded Debt to Tangible Net Worth of less than 2.20 : 1.00 for
Borrowers.
Interest rate changes based upon changes in the foregoing chart will be made
effective as of the date of the first advance hereunder and on the first day of
the calendar month following the review by Agent of Borrowers' quarterly
financial statements. In addition to changes occurring pursuant to fluctuations
in the foregoing chart, the interest rate charged hereunder shall change
automatically upon each change in the Prime Rate. Interest will be calculated
based on a 360-day year and charged for the actual number of days elapsed, and
will be payable on the first day of each calendar month commencing January 1,
1997 and continuing on the first (1st) day of each calendar month thereafter
during the term hereof unless an interest rate based upon the LIBOR Rate is in
effect, in which case the accrued interest shall be due and payable at the end
of the LIBOR Interest Period and Agent will remit to Bank its pro-rata share
within 1 business day after Agent's receipt thereof. If any amount as to which a
LIBOR Election is in effect is repaid on a day other than the last day of the
applicable LIBOR Interest Period, or becomes payable on a day other than the
last day of the applicable LIBOR Interest Period due to acceleration or
otherwise, the Borrowers shall pay, on demand by the Agent, such amount (as
determined by the Agent) as is required to compensate the Banks for any losses,
costs or expenses which the Banks may incur as a result of such payment or
acceleration, including, without limitation, any loss, cost or expense
(including loss of profit) incurred by reason of liquidation or reemployment of
deposits or other funds acquired by the Banks to fund or maintain such amount
bearing interest at the LIBOR Rate plus the percentage as set forth in the chart
above.
After maturity, whether by acceleration or otherwise, this Note will bear
interest, at the election of Bank and without notice to Borrowers (computed and
adjusted in the same manner, and with the same effect, as interest hereon prior
to maturity), payable on demand, at a rate per annum equal to the Default Rate,
until paid, and whether before or after the entry of judgment hereon.
The Prime Rate means the rate of interest per annum announced to be its Prime
Rate from time to time by Agent at its principal office in Cincinnati, Ohio
whether or not Agent will at times lend to borrowers at lower rates of interest,
or, if there is no such Prime Rate, then its base rate or such other rate as may
be substituted by Agent for the Prime Rate.
LIBOR Interest Period means, with respect to which amounts outstanding hereunder
will accrue interest at the LIBOR Rate for a period of 30, 60, 90, 120 or 180
days commencing on a business day selected by Borrowers pursuant to this Note.
Such LIBOR Interest Period shall end on the day in the succeeding calendar month
which corresponds numerically to the beginning day of such LIBOR Interest
Period, provided, however, that if there is no such numerically corresponding
day in such succeeding month, such LIBOR Interest Period shall end on the last
business day of such succeeding month. If a LIBOR Interest Period would
otherwise end on a day which is not a business day, such LIBOR Interest Period
shall end on the next succeeding business day.
LIBOR Rate means the rate (adjusted for reserves if Bank is required to maintain
reserves with respect to relevant advances) being asked on an amount of
Eurodollar deposits equal to the amount of the Note subject to a LIBOR Election
on the first day of a LIBOR Interest Period and which has a maturity
corresponding to the maturity of the LIBOR Interest Period, as reported by the
TELERATE rate reporting system (or any successor) as determined by Bank by noon
on the Effective Date of the LIBOR Interest Period. Each determination by Bank
of the LIBOR Rate shall be conclusive in the absence of manifest error.
-41-
<PAGE> 36
Borrowers' right to accrue interest at the LIBOR Rate shall be terminated
automatically if Bank, by telephonic notice, shall notify Borrower that LIBOR
deposits with a maturity equal to the LIBOR Interest Period and in an amount
equal to the then current outstanding principal amount of the Note are not
readily available in the London Inter-Bank Offered Rate Market, or that, by
reason of circumstances affecting such Market, adequate and reasonable methods
do not exist for ascertaining the interest rate applicable to such deposits for
the LIBOR Interest Period.
In addition, notwithstanding anything herein contained to the contrary, if,
prior to or during any period with respect to which the LIBOR Rate is in effect,
any change in any law, regulation or official directive, or in the
interpretation thereof, by any governmental body charged with the administration
thereof, shall make it unlawful for the Bank to find or maintain its funding in
Eurodollars of any portion of the Note subject to the LIBOR Rate or otherwise to
give effect to Bank's obligations as contemplated hereby, (i) Bank may, by
written notice to Borrower, declare Bank's obligations in respect of the LIBOR
Rate to be terminated forthwith, and (ii) the LIBOR Rate with respect to Bank
shall forthwith cease to be in effect, and interest shall from and after such
date be calculated based on the Prime Rate.
On March 1, 1998, all outstanding principal and all accrued and unpaid interest
will be due and payable.
The principal amount of each loan made by Bank under this Note and the amount of
each prepayment made by Borrowers under this Note will be recorded by Bank in
the regularly maintained data processing records of Bank. The aggregate unpaid
principal amount of all loans set forth in such records will be presumptive
evidence of the principal amount owing and unpaid on this Note. However, failure
by Bank to make any such entry will not limit or otherwise affect Borrowers'
obligations under this Note or the Agreement.
All payments received by Agent under this Note will be applied first to payment
of amounts advanced by Bank on behalf of Borrowers or which may be due for
insurance, taxes and attorneys' fees or other charges to be paid by Borrowers
pursuant to the Agreement and the Loan Documents (as defined in the Agreement),
then to accrued interest on this Note, then to principal which will be repaid in
the inverse order of maturity.
This Note is one of the Revolving Notes referred to in the Agreement, and is
entitled to the benefits, and is subject to the terms, of the Agreement.
Capitalized terms used but not otherwise defined herein will have the meanings
attributed thereto in the Agreement. The maturity of this Note is subject to
acceleration upon the terms, set forth in the Agreement. Except as otherwise
expressly provided in the Agreement, if any payment on this Note becomes due and
payable on a day other than one on which Agent is open for business (a "Business
Day"), the maturity thereof will be extended to the next Business Day, and
interest will be payable at the rate specified herein during such extension
period.
After the occurrence of an Event of Default, all amounts of principal
outstanding as of the date of the occurrence of such Event of Default will bear
interest at the Default Rate, in Bank's sole discretion, without notice to
Borrowers. This provision does not constitute a waiver of any Events of Default
or an agreement by Bank to permit any late payments whatsoever.
In no event will the interest rate on this Note exceed the highest rate
permissible under any law which a court of competent jurisdiction will, in a
final determination, deem applicable hereto. In the event that a court
determines that Bank has received interest and other charges under this Note in
excess of the highest permissible rate applicable hereto, such excess will be
deemed received on account of, and will automatically be applied to reduce the
amounts due to Bank from Borrowers under this Note, other than interest, and the
provisions hereof will be deemed amended to provide for the highest permissible
rate. If there are no such amounts outstanding, Bank will refund to Borrowers
such excess.
-42-
<PAGE> 37
Each Borrower and all endorsers, sureties, guarantors and other persons liable
on this Note hereby waive presentment for payment, demand, notice of dishonor,
protest, notice of protest and all other demands and notices in connection with
the delivery, performance and enforcement of this Note, and consent to one or
more renewals or extensions of this Note.
This Note is being executed in substitution for the Note, originally dated
January 31, 1995, in the principal amount of $10,000,000, as such was amended
and restated on February 28, 1996, in the principal amount of $6,000,000, and is
not delivered in repayment thereof.
This Note may not be changed orally, but only by an instrument in writing.
This Note is being delivered in, is intended to be performed in, will be
construed and enforceable in accordance with, and be governed by the internal
laws of, the State of Ohio without regard to principles of conflict of laws.
Each Borrower agrees that the State and Federal courts in Hamilton County, Ohio
or any other court in which Bank initiates proceedings will have exclusive
jurisdiction over all matters arising out of this Note, and that service of
process in any such proceeding will be effective if mailed to each Borrower at
its address described in the Notices section of the Agreement. EACH BORROWER
HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS
NOTE.
GLOBE BUSINESS RESOURCES, INC.
By:
----------------------------------
Its:
----------------------------------
GRANTREE CORPORATION
By:
----------------------------------
Its:
----------------------------------
INTERIM QUARTERS, LTD.
By:
----------------------------------
Its:
----------------------------------
CORPORATE STAY INTERNATIONAL, INC.
By:
----------------------------------
Its:
----------------------------------
-43-
<PAGE> 38
EXHIBIT 2.1(i)
--------------
UNCOMMITTED NOTE
$18,000,000 Cincinnati, Ohio
December 16, 1996
(Effective Date)
For value received, GLOBE BUSINESS RESOURCES, INC., an Ohio corporation formerly
known as and doing business as Globe Furniture Rentals, GRANTREE CORPORATION, an
Oregon corporation dba Globe Furniture Rentals, INTERIM QUARTERS, LTD., an Ohio
limited liability company and CORPORATE STAY INTERNATIONAL, INC., an Ohio
corporation (collectively the "Borrowers" and each a "Borrower"), hereby jointly
and severally promise to pay to the order of FOUNTAIN SQUARE COMMERCIAL FUNDING
CORP., a Delaware corporation (the "Bank"), at its offices, located at c/o The
Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, in lawful
money of the United States of America and in immediately available funds, the
principal sum of Eighteen Million Dollars ($18,000,000) or such lesser unpaid
principal amount as may be advanced by Bank pursuant to the terms of the Amended
and Restated Credit Agreement of even date herewith by and between Borrowers,
The Fifth Third Bank, Agent, and The Fifth Third Bank, KeyBank National
Association, PNC Bank, Ohio, National Association and Fountain Square Commercial
Funding Corp., as Banks, as the same may be amended from time to time (the
"Agreement").
THIS IS AN UNCOMMITTED FACILITY AND NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN OR ANY COURSE OF DEALING BETWEEN BANK AND BORROWERS, THE DECISION AS TO
WHETHER OR NOT TO MAKE ANY LOANS SHALL BE IN BANK'S SOLE AND ABSOLUTE
DISCRETION.
The principal balance outstanding hereunder shall bear interest from the date of
the first advance until paid at a rate of interest equal to the percent per
annum and will be repaid as agreed upon by Borrowers and Bank.
After maturity, whether by acceleration or otherwise, this Note will bear
interest, at the election of Bank and without notice to Borrowers (computed and
adjusted in the same manner, and with the same effect, as interest hereon prior
to maturity), payable on demand, at a rate per annum equal to the Default Rate,
until paid, and whether before or after the entry of judgment hereon.
On March 1, 1998, all outstanding principal and all accrued and unpaid interest
will be due and payable.
The principal amount of each loan made by Bank under this Note and the amount of
each prepayment made by Borrowers under this Note will be recorded by Bank in
the regularly maintained data processing records of Bank. The aggregate unpaid
principal amount of all loans set forth in such records will be presumptive
evidence of the principal amount owing and unpaid on this Note. However, failure
by Bank to make any such entry will not limit or otherwise affect Borrowers'
obligations under this Note or the Agreement.
All payments received by Agent under this Note will be applied first to payment
of amounts advanced by Bank on behalf of Borrowers or which may be due for
insurance, taxes and attorneys' fees or other charges to be paid by Borrowers
pursuant to the Agreement and the Loan Documents (as defined in the Agreement),
then to accrued interest on this Note, then to principal which will be repaid in
the inverse order of maturity.
This Note is the Uncommitted Note referred to in the Agreement, and is entitled
to the benefits, and is subject to the terms, of the Agreement. Capitalized
terms used but not otherwise defined herein will have the meanings attributed
thereto in the Agreement. The maturity of this Note is subject to acceleration
upon the terms, set forth in the Agreement. Except as otherwise expressly
provided in the Agreement, if any payment on this Note becomes due and payable
on a day other than one on which Agent is open for business (a "Business Day"),
the maturity thereof will be extended to the next Business Day, and interest
will be payable at the rate specified herein during such extension period.
-44-
<PAGE> 39
After the occurrence of an Event of Default, all amounts of principal
outstanding as of the date of the occurrence of such Event of Default will bear
interest at the Default Rate, in Bank's sole discretion, without notice to any
Borrower. This provision does not constitute a waiver of any Events of Default
or an agreement by Bank to permit any late payments whatsoever.
In no event will the interest rate on this Note exceed the highest rate
permissible under any law which a court of competent jurisdiction will, in a
final determination, deem applicable hereto. In the event that a court
determines that Bank has received interest and other charges under this Note in
excess of the highest permissible rate applicable hereto, such excess will be
deemed received on account of, and will automatically be applied to reduce the
amounts due to Bank from Borrowers under this Note, other than interest, and the
provisions hereof will be deemed amended to provide for the highest permissible
rate. If there are no such amounts outstanding, Bank will refund to Borrowers
such excess.
Each Borrower and all endorsers, sureties, guarantors and other persons liable
on this Note hereby waive presentment for payment, demand, notice of dishonor,
protest, notice of protest and all other demands and notices in connection with
the delivery, performance and enforcement of this Note, and consent to one or
more renewals or extensions of this Note.
This Note may not be changed orally, but only by an instrument in writing.
This Note is being delivered in, is intended to be performed in, will be
construed and enforceable in accordance with, and be governed by the internal
laws of, the State of Ohio without regard to principles of conflict of laws.
Each Borrower agrees that the State and Federal courts in Hamilton County, Ohio
or any other court in which Bank initiates proceedings will have exclusive
jurisdiction over all matters arising out of this Note, and that service of
process in any such proceeding will be effective if mailed to each Borrower at
its address described in the Notices section of the Agreement. EACH BORROWER
HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS
NOTE.
GLOBE BUSINESS RESOURCES, INC.
By:
----------------------------------
Its:
----------------------------------
GRANTREE CORPORATION
By:
----------------------------------
Its:
----------------------------------
INTERIM QUARTERS, LTD.
By:
----------------------------------
Its:
----------------------------------
CORPORATE STAY INTERNATIONAL, INC.
By:
----------------------------------
Its:
----------------------------------
-45-
<PAGE> 1
GLOBE BUSINESS RESOURCES, INC.
EXHIBIT 11 - COMPUTATION OF EARNINGS PER COMMON SHARE
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
FEBRUARY 29, 1996 FEBRUARY 28, 1997
----------------- -----------------
<S> <C> <C>
Net earnings used to calculate primary and fully-
diluted earnings per share $2,724 $3,908
====== ======
Shares used in calculation of primary earnings per share:
Weighted average common shares 2,600 4,336
Dilutive effect of assumed exercise of
options for the purchase of common shares 50 -
------ ------
Weighted average common shares used to calculate
primary earnings per share 2,650 4,336
====== ======
Primary earnings per common share $ 1.03 $ 0.90
Shares used in calculation of fully-diluted earnings per share:
Weighted average common shares 2,600 4,336
Dilutive effect of assumed exercise of
options for the purchase of common shares 50 -
------ ------
Weighted average common shares used to calculate
fully-diluted earnings per share 2,650 4,336
====== ======
Fully-diluted earnings per common share $ 1.03 $ 0.90
</TABLE>
E-2
<PAGE> 1
GLOBE BUSINESS RESOURCES, INC.
EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT
The following is a list of subsidiaries of Globe Business Resources,
Inc. at February 28, 1997. All corporations listed are 100% owned subsidiaries
of Globe Business Resources, Inc.
<TABLE>
<CAPTION>
STATE OF
NAME OF COMPANY INCORPORATION
--------------- -------------
<S> <C>
Corporate Quarters, Inc. Texas
Corporate Stay International, Inc. Ohio
Interim Quarters Acquisition LTD. Texas
Globe Furniture Rentals, Inc. Ohio
GranTree Corporation Oregon
</TABLE>
E-3
<PAGE> 1
GLOBE BUSINESS RESOURCES, INC.
EXHIBIT 23 - CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-2252) of Globe Business Resources, Inc. of our
report dated April 10, 1997 appearing on page F-1 of this Form 10-K.
PRICE WATERHOUSE LLP
Cincinnati, Ohio
May 2, 1997
E-4
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> FEB-28-1997
<CASH> 717
<SECURITIES> 0
<RECEIVABLES> 6,147
<ALLOWANCES> 460
<INVENTORY> 48,462
<CURRENT-ASSETS> 0
<PP&E> 9,059
<DEPRECIATION> 4,152
<TOTAL-ASSETS> 71,778
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 19,883
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 71,778
<SALES> 14,769
<TOTAL-REVENUES> 67,520
<CGS> 9,218
<TOTAL-COSTS> 59,766
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,640
<INCOME-PRETAX> 6,386
<INCOME-TAX> 2,478
<INCOME-CONTINUING> 3,908
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,908
<EPS-PRIMARY> .90
<EPS-DILUTED> .90
</TABLE>
<PAGE> 1
GLOBE BUSINESS RESOURCES, INC.
EXHIBIT 99 - SAFE HARBOR
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor from civil litigation in many instances for forward-looking statements.
In order to take advantage of the Act, such statements must be accompanied by
meaningful cautionary statements that identify important factors that could
cause actual results to differ materially from those that might be projected.
This exhibit to the Registrant's Form 10-K is being filed in order to allow the
Registrant to take advantage of the new provisions of this Act by providing the
following cautionary statements:
RISK FACTORS AFFECTING GLOBE
- ----------------------------
Globe's business operations and strategy are subject to a number of
uncertainties and risks which could adversely affect its performance in the
future. Among these are the following factors:
Globe's principal growth strategy depends on the acquisition of other
companies in the rent-to-rent and corporate housing businesses. Although
previous acquisitions have been successful to date, there can be no assurance
that any additional acquisitions will be consummated or that, if acquisitions
are consummated, they will be successful. Acquisitions require a significant
commitment of corporate resources, management attention and capital which, in
certain cases, could exceed that available to Globe.
Many of Globe's competitors have greater financial and other resources
than Globe. These resources could give them an advantage in price and service
areas.
Several of Globe's rental customers compete with Globe in its corporate
housing business. As Globe expands in the corporate housing area, it may
continue to lose rental business from those competitors.
The Company believes that the industry it serves is significantly
influenced by economic conditions generally and by levels of job creation,
relocations of employees and general business activity. A prolonged economic
downturn could have a material adverse affect on Globe's operations.
E-6
