FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
( X ) THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended
September 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
......... to ................
Commission File Number - 1-9477
JOULE' INC.
(Exact name of registrant as specified in its
charter)
Delaware 22-2735672
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1245 U.S. Route 1 South, Edison, New Jersey 08837
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
908-548-5444
Securities registered pursuant to Section 12(b) of the
Act: Common Stock, par value $.01 per share
Securities registered pursuant to Section 12(g) of the
Act: None
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 will 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]
The aggregate market value of the Common Stock held by
non-affiliates of the registrant, based upon the
closing price of the Common Stock on the American Stock
Exchange on December 6, 1996, was approximately
$3,870,000.
As of December 6, 1996, there were 3,661,000 shares of
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Company's 1996 Annual Report to
Stockholders filed with the Commission pursuant to Rule
14a-3 under the Securities Exchange Act of 1934 are
incorporated by reference in Part II, Items 5-8, and
Part IV of this Annual Report on Form 10-K.
Certain portions of the Company's Proxy Statement to be
filed with the Commission pursuant to Rule 14a-6 under
the Securities Exchange Act of 1934 in connection with
the Company's 1997 Annual Meeting of Stockholders are
incorporated by reference in Part III: Items 10-13, of
this Annual Report on Form 10-K.
<PAGE>
PART I
ITEM 1. BUSINESS
General
Joule' Inc. and its subsidiaries are engaged
in the business of personnel outsourcing, as a supplier
to industry of staffing service personnel. These
services focus on supplying skilled office workers,
light industrial workers, technical professionals and
skilled craft industrial plant and facility maintenance
personnel to business and industry on a temporary
basis. The Company derived 68%, 67% and 70% of its
revenue from services provided to customers in New
Jersey in 1996, 1995 and 1994, respectively.
All employees on assignment to the Company's
clients are on the Company's payroll only during the
periods of their assignments. By prior understanding,
their employment is continued after completion of an
assignment only if another suitable assignment is
available. Historically, over 90% of revenue is billed
based on direct cost plus a mark-up to cover the
Company's overhead and profit. During the fiscal year
ended September 30, 1996, the Company furnished
approximately 6,200 employees to approximately 1,100
clients. At September 30, 1996, approximately 1,200
employees were on assignment to approximately 300
clients for periods ranging in duration from one day to
several years.
The Company was incorporated in New Jersey in
1967 as the successor to a business organized in 1965
and was reincorporated in Delaware on July 28, 1986.
Description of Services
The Company supplies skilled office and light
industrial workers to business and industry. The
office workers are comprised of word processing, data
entry and other office service personnel. Light
industrial workers may work in warehouse, packaging or
light assembly environments. Recruitment and
assignment of such personnel is conducted through seven
offices in New Jersey and one in Florida. The
assignments last from one day to several months or
longer. Assignments are sometimes made to fill
vacancies in a client's work force caused by vacations,
illnesses, termination or reassignments of the client's
full-time employees or to supplement the client's
normal work force to meet peak work loads, handle
special projects or provide special expertise. Often
clients elect to staff a portion of their service
requirements on a longer term basis with personnel
employed and provided by the Company. The client is
charged an hourly rate that comprises the direct labor
rate of the personnel provided, associated costs (such
as fringe benefits and payroll taxes) and a mark-up to
cover the Company's overhead and profit. During 1996,
the number of office and light industrial workers on
assignment per week averaged 700, and such services
contributed approximately 31%, 31% and 30% of revenues
in 1996, 1995 and 1994, respectively.
The Company's technical personnel include
engineers, designers, draftsmen, scientists and lab
technicians, who are often furnished on a project
basis. Recruitment and assignment of these personnel
are conducted from Edison, New Jersey. A client that
has an in-house engineering or other technical
department is able to supplement its permanent staff in
a particular skill or for a specific project by
utilizing
<PAGE>
personnel provided by the Company to implement the
client's designs or programs. Generally, several
candidates are interviewed by the client before an
assignment is made. The work is performed at the
client's facility under the client's supervision. The
Company is neither an independent consultant nor
professionally liable. The client is charged at an
hourly rate that comprises the direct labor rate of the
personnel provided, associated costs (such as fringe
benefits and payroll taxes) and a mark-up to cover the
Company's overhead and profit. There are many
technical personnel and engineers who choose to work on
temporary assignments rather than hold permanent
positions because of the opportunity to work on diverse
projects and to choose times of employment. While they
are not guaranteed steady employment, are not eligible
for promotion and receive lesser fringe benefits than
their full-time counterparts, such persons frequently
are compensated at higher rates than full-time
personnel with similar backgrounds and experience and
have a greater opportunity for overtime compensation.
During 1996, the number of technical workers on
assignment per week averaged over 200, and such
services contributed approximately 24%, 20% and 18% of
revenues in 1996, 1995 and 1994, respectively.
The Company also provides skilled craft industrial
plant and facility maintenance labor services at oil
refineries; utilities; chemical, pharmaceutical and
industrial plants; and office buildings. These
assignments often encompass responsibility for
performance of discrete functions for customers on an
ongoing basis. The Company provides the services of
welders, electricians, millwrights, insulators,
pipefitters and other tradesmen as well as the
necessary supervisory personnel and certain materials
and equipment. The Company may furnish a base crew of
tradesmen that is assigned to the client's facility on
a full-time basis that can be supplemented as needed to
provide addtional services requested by the client.
The Company also undertakes specific projects, such as
oil and chemical plant repairs, shutdowns, dismantling,
and relocation and reassembly of plant equipment. The
Company generally charges clients at hourly rates,
which include a mark up for overhead and profit, for
the different classifications of tradesmen and
supervisory personnel and on a cost-plus basis for
materials and equipment. During 1996, the average
number of such skilled industrial service personnel on
assignment per week to clients was approximately 300.
Historically, a substantial percentage of industrial
services contracts are renewed. Skilled industrial
services contributed approximately 45%, 49% and 52% of
revenues in fiscal 1996, 1995 and 1994, respectively.
The use by clients of staffing services personnel
provided by the Company allows them to hire only such
permanent employees as are required for their regular
core work loads. Clients are thus able to shift to the
Company the cost and inconvenience associated with the
employment of non-core personnel, including
advertising, interviewing, screening, testing,
training, fringe benefits, record keeping, payroll
taxes and insurance. The Company is able to absorb
such costs more effectively than its clients because
its employees, once recruited, are generally assigned
to a succession of positions with different clients.
<PAGE>
Customers and Marketing
A significant portion of the Company's business
represents repeat orders. For fiscal 1996 over 80% of
the Company's revenues were derived from assignments to
clients with which the Company had done business for
more than two years.
The Company markets its services primarily through
sales calls by its own sales personnel and through
direct mail solicitation, participation in trade
exhibitions and advertising. No customer accounted for
more than 10% of revenues in 1996, 1995 or 1994.
Personnel Assignment and Recruitment
The Company maintains a computerized data base of
information on potential employees. It uses optical
scanning equipment to enhance its data base retrieval
system. The data base contains information on office
services and light industrial personnel, engineering
and other technical and scientific personnel, and
skilled industrial personnel, classified by skill,
residence, experience and current availability for
assignment. When called upon to fill an assignment,
the Company's recruiting specialists match the client's
specifications with the information in the data base on
these potential employees. The ability to update,
expand and rapidly access the data base is important to
the Company's success. The Company's branch offices
have direct, on-line access to the data base. Direct
access is especially important in the office services
and technical areas where immediate response to client
orders is required. In addition, it is important in
the technical services operation because of the
diversity of skills involved.
The Company recruits personnel through advertisements
in local media and trade journals and through referrals
by current and past employees. Personnel listed in the
Company's data base generally do not work exclusively
for the Company. Compensation and location of the
assignment are the principal factors considered by such
personnel when choosing from competing assignments.
The Company considers its pay scale to be competitive.
Competition
The Company faces intense competition from a large
number of local and regional firms as well as national
firms. The Company competes with these firms for
potential employees as well as for clients. Many of
the regional firms and all of the national firms with
which it competes are substantially larger and possess
substantially greater operating, financial and
personnel resources than the Company. The Company
competes primarily on the basis of price, quality and
reliability of service. Its primary geographic market
is New Jersey and, to a lesser extent, the nearby
states.
<PAGE>
Employees
At September 30, 1996, the Company employed
approximately 80 full and part-time permanent employees
in its headquarters and branch offices other than those
on assignment to clients and had approximately 1,200
persons on assignment to approximately 300 clients.
The Company is a party to collective bargaining
agreements covering approximately 250 employees engaged
in skilled craft industrial and facility maintenance
work. The Company considers its relationships with its
employees to be satisfactory.
ITEM 2. PROPERTIES
The Company leases most of its facilities. At
September 30, 1996, the Company was party to thirteen
leases comprising approximately 30,000 square feet.
The Company's corporate headquarters are located in
Edison, New Jersey and comprise approximately 8,000
square feet. The Company also owns a building adjacent
to its corporate headquarters which serves as
operational headquarters for some of the Company's
divisions and is linked to other offices by computer
network and communications equipment. The corporate
headquarters and five additional facilities are leased
from Emanuel N. Logothetis, the Chairman of the Board
of the Company, and corporations that are owned by him
and the members of his family, at an aggregate annual
rent of $199,000, plus applicable real estate taxes,
under terms and conditions that, in the opinion of
management, are not less favorable than would have
been available from unaffiliated parties. Seven
additional facilities, comprising approximately 10,000
square feet of space, are leased from unaffiliated
parties at rentals and under terms and conditions
prevailing in the various locations. The Company's
facilities are appropriate and adequate for its current
needs. For information concerning the Company's lease
obligations, see Note 6 of Notes to Consolidated
Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
In the opinion of management, other than ordinary
routine litigation incidental to the business, there
are no material pending legal proceedings to which the
Company is a party or of which any of its property is
the subject.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
Not Applicable.
Executive Officers of the Company
The names, ages and positions of all of the executive
officers of the Company as of December 6, 1996 are
listed below along with their business experience
during the past five years. Officers are elected
annually by the Board of Directors and serve at the
pleasure of the Board. There are no arrangements or
understandings between any officer and any other person
pursuant to which the officer was selected. Emanuel N.
Logothetis and John Logothetis are second cousins.
Emanuel N. Logothetis, age 66, founded the Company in
1965 and was President and Chief Executive Officer
until August 10, 1987, when he was elected Chairman of
the Board. He was reelected President on August 3,
1988.
Bernard G. Clarkin, age 47, was elected Vice President
in February 1994 and Chief Financial Officer,
Treasurer, and Secretary in February 1990. He was
Controller, Treasurer and Secretary of the Company from
February 1989 until February 1990. Prior to that he
was Reporting and Compliance Officer with Anchor
Savings Bank for two years and Manager of Financial
Reporting at Kidde, Inc. for nine years.
Philip DelVecchio, age 50, was elected Vice President
in February 1996, when he joined the Company. Prior to
that he was an executive and engineering manager with
Mobil Oil Company for sixteen years.
John Logothetis, age 43, was elected a Vice President
on July 1, 1986. He had been General Manager of the
Facilities Maintenance Operation since June 1984 and
prior thereto had been Manager of Supplemental Services
since joining the Company in December 1976.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated
by reference to the information under the same caption
on page 12 of JOULE's Annual Report to Stockholders for
the year ended September 30, 1996.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated
by reference to the five-year Selected Financial
Information included on page 1 of JOULE's Annual Report
to Stockholders for the year ended September 30, 1996.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this Item is incorporated
by reference to the information under the same caption
on pages 4 and 5 of JOULE's Annual Report to
Stockholders for the year ended September 30, 1996.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated
by reference to the Consolidated Financial Statements
appearing on pages 6 to 11 of JOULE's Annual Report to
Stockholders for the year ended September 30, 1996.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
The information with respect to the directors of the
Company required to be included pursuant to this Item
10 will be included under the caption "Election of
Directors - Director Compensation" in the Company's
Proxy Statement relating to the 1997 Annual Meeting of
Stockholders (the "Proxy Statement"), to be filed with
the Securities and Exchange Commission (the
"Commission") pursuant to Rule 14a-6 under the
Securities Exchange Act of 1934, as amended, and is
incorporated in this Item 10 by reference. The
information with respect to the executive officers of
the Company required to be included pursuant to this
Item 10 is included under the caption "Executive
Officers of the Company" in Part I of this Annual
Report on Form 10-K.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The information with respect to executive compensation
required to be included pursuant to this Item 11 will
be included under the caption "Compensation of
Executive Officers-Certain Transactions" in the Proxy
Statement and is incorporated in this Item 11 by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information regarding security ownership of certain
beneficial owners and management that is required to be
included pursuant to this Item 12 will be included
under the captions "Beneficial Ownership of More than
5% of the Outstanding Common Stock" and "Beneficial
Ownership of Management" in the Proxy Statement and is
incorporated in this Item 12 by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
The information with respect to any reportable
transaction, business relationship or indebtedness
between the Company and the beneficial owners of more
than 5% of the Common Stock, the directors or nominees
for director of the Company, the executive officers of
the Company or the members of the immediate families of
such individuals that is required to be included
pursuant to this Item 13 will be included under the
caption "Compensation of Executive Officers-Certain
Transactions" in the Proxy Statement and is
incorporated in this Item 13 by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Financial Statements
The following Financial Statements of JOULE Inc. and
subsidiaries and Report of Independent Public
Accountants are incorporated in Part IV by reference to
the Company's 1996 Annual Report to Stockholders filed
with the Commission pursuant to Rule 14a-3 under the
Securities Exchange Act of 1934.
Report of Independent Public Accountants with respect
to the financial statements for the fiscal years, 1996,
1995 and 1994, respectively.
Consolidated Balance Sheets of September 30, 1996 and
1995, respectively.
Consolidated Statements of Income for the Years Ended
September 30, 1996, 1995 and 1994, respectively.
<PAGE>
Consolidated Statements of Changes in Stockholders
Equity for the Years Ended September 30, 1996, 1995 and
1994, respectively.
Consolidated Statements of Changes in Cash Flows for
the Years Ended September 30, 1996, 1995 and 1994,
respectively.
Notes to Consolidated Financial Statements.
The following financial statement schedules are
included at the indicated page in this Annual Report on
Form 10-K and incorporated in this Item 14(a) by
reference:
Report of Independent Public Accountants as to
Schedules F-1
Financial Statement Schedules:
VIII - Valuation and Qualifying Accounts F-2
IX - Short-term Borrowings F-3
All other schedules are omitted since they are not
required or are not applicable or since the information
is furnished elsewhere in the financial statements or
notes thereto.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last
quarter of the period covered by this report.
<PAGE>
(c) Exhibits
3.1 -- Certificate of Incorporation, filed as
Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (File No. 33-7617) under the Securities Act of
1933, as amended (the "Form S-1"), and incorporated
herein by reference.
3.2 -- By-laws, as amended, filed as Exhibit
3.2 to the Form S-1 and incorporated herein by
reference.
4.1 -- Loan and Security Agreement, dated as of
February 20, 1991, between Registrant and United Jersey
Bank Central, N.A., filed as Exhibit 4.1 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1991 and incorporated herein by
reference.
4.1a -- Third Modification and Extension
Agreement, dated August 23, 1995, between Registrant
and United Jersey Bank, filed as Exhibit 4.1a to the
Company's Annual Report on Form 10-k for the year ended
September 30, 1995 and incorporated herein by
reference.
4.1b -- Fourth Modification and Extension
Agreement dated February 6, 1996 between Registrant and
United Jersey Bank.
4.1c -- Fifth Modification and Extension
Agreement dated May 31, 1996 between
Registrant and United Jersey Bank.
The Company hereby agrees to furnish to
the Commission upon its request any instrument
defining the rights of holders of long-term debt of the
Company and its consolidated subsidiaries and for any
of its unconsolidated subsidiaries for which financial
statements are required to be filed with respect to
long-term debt which does not exceed 10 percent of the
total assets of the registrant and its subsidiaries on
a consolidated basis.
10.1 -- Lease Agreement, dated July 1, 1986,
between Registrant and Eisler Engineering Corp.
("Eisler") for premises at 1245 Route 1 South, Edison,
New Jersey, filed as Exhibit 10.1 to the Form S-1 and
incorporated herein by reference.
10.2 -- Lease Agreement, dated April 1, 1986,
between Registrant and Emanuel N. Logothetis for
premises at 362 Parsippany Road, Parsippany, New
Jersey, filed as Exhibit 10.5 to the Form S-1 and
incorporated herein by reference.
10.3 -- Lease Agreement, dated December 1, 1986,
between Registrant and Pentacle Corporation for
premises at 50 South Center Street, Orange, New Jersey,
filed as Exhibit 10.8 to the Company's Annual Report on
Form 10-K for the year ended September 25, 1987 and
incorporated herein by reference.
<PAGE>
10.4 -- Lease Agreement, dated January 15, 1992,
between JOULE' Maintenance of Gibbstown Inc. and 429
Broad Street Corporation for premises at 429 East Broad
Street, Gibbstown, New Jersey, filed as Exhibit 10.4 to
the Company's Annual Report on Form 10-K for the year
ended September 30, 1993 and incorporated herein by
reference.
10.6 -- Lease Agreement, dated January 1, 1987,
between Registrant and E. N. Logothetis for Unit G,
Mercerville Professional Park Condominiums, 2333
Whitehorse - Mercerville Road, Hamilton Township, New
Jersey, filed as Exhibit 10.12 to the Company's Annual
Report on Form 10-K for the year ended September 25,
1987 and incorporated herein by reference.
10.7 -- Lease Agreement, dated December 30, 1991
between registrant and Pentacle Corporation for 5000
square feet of storage space at Orange Commons in
Orange, New Jersey, filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1993 and incorporated herein by
reference.
10.8* -- 1988 Non-qualified Stock Option
Plan, filed as Exhibit 10.13 to the Company's Annual
Report on Form 10-K for the year ended September 30,
1991 and incorporated herein by reference.
10.9* -- 1991 Stock Option Plan, filed as
Exhibit 10.11 to the Company's Annual Report on Form
10-K for the year ended September 30, 1991 and
incorporated herein by reference.
13 -- Annual Report to Stockholders for
the year ended September 30, 1996.
21 -- List of Subsidiaries.
23.1 -- Consent of Independent Public
Accountants
27 -- Financial Data Schedule (in EDGAR filing
only)
* Compensatory Plan
<PAGE>
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.
JOULE' INC.
Dated: December 23, 1996 Emanuel N. Logothetis
Emanuel N. Logothetis,
Chairman of the Board and President
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 indicated on December 23, 1996.
Emanuel N. Logothetis Bernard G. Clarkin
Emanuel N. Logothetis Bernard G. Clarkin
Chairman of the Board, President Vice President and
Chief Financial Director (Principal Financial
(Principal Executive Officer and Officer and
Principal Officer) Accounting Officer)
Nick M. Logothetis
Nick M. Logothetis Steven Logothetis
Director Director
Richard Barnitt Paul DeBacco
Richard Barnitt- Director Paul DeBacco - Director
Robert W. Howard Anthony Grillo
Robert W. Howard - Director Anthony Grillo - Director
12
<PAGE>
SCHEDULE VIII
<TABLE>
<CAPTION>
JOULE' INC. AND SUBSIDIARIES
VALUATION AND QUALIFICATION ACCOUNTS AND RESERVES
BALANCE CHARGED TO CHARGED BALANCE
BEGINNING COSTS AND TO OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS
PERIOD
<S> <C> <C> <C> <C> <C>
Allowance for
doubtful accounts:
Years Ended:
September 30, 1994 $213,000 $ 65,000 -----
$92,000 $186,000
September 30, 1995 $186,000 $120,000 -----
$166,000 $140,000
September 30, 1996 $140,000 $109,000 -----
$ 32,000 $217,000
F-2
</TABLE>
<PAGE>SCHEDULE IX
<TABLE>
<CAPTION>
JOULE' INC AND SUBSIDIARIES
SHORT-TERM BORROWINGS
CATEGORY OF AGGREGATE SHORT-TERM BORROWINGS
BALANCE AT END OF YEARWEIGHTED AVERAGE INTEREST RATE AT
END OF YEAR MAXIMUM AMOUNT OF BORROWINGS DURING
THE YEAR AVERAGE AMOUNT OUTSTANDING
DURING THE YEAR* WEIGHTED AVERAGE INTEREST
RATE DURING THE YEAR*
<S>
<C><C><C><C><C><C>
YEARS ENDED:
SEPTEMBER 30,
1994BANKS$3,363,0009.25%$3,896,000$3,275,0008.2%
SEPTEMBER 30, 1995
SEPTEMBER 30, 1996BANKS
BANKS$4,105,000
$2,343,0009.75%
7.70%$4,155,000
$4,305,000$3,472,000
$3,027,000
10.0%
8.75%
<FN>
* Average amount outstanding is based
on daily averages. Weighted average interest rate
during each year is calculated by dividing interest
expense on short term borrowings by the average amount
outstanding.
F-3
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number
Description of ExhibitPage
3.1Certificate of Incorporation, filed as Exhibit 3.1
to the Company's Registration Statement on Form S-1
(File No. 33-7617) under the Securities Act of 1933, as
amended (the "Form S-1"), and incorporated herein by
reference.*
3.2By-laws, as amended, filed as Exhibit 3.2 to the
Form S-1 and incorporated herein by reference.*
4.1Loan and Security Agreement, dated as of February
20, 1991, between Registrant and United Jersey Bank
Central, N.A., filed as Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the year ended September
30, 1991 and incorporated herein by reference.*
4.1a--Third Modification and Extension Agreement, dated
August 23, 1995, between Registrant and United Jersey
Bank, filed as Exhibit 4.1a to the Company's Annual
Report on Form 10-K for the year ended September 30,
1995 and incorporated herein by reference.*
4.1b--Fourth Modification and Extension Agreement dated
February 6, 1996 between Registrant and United Jersey
Bank.
4.1c--Fifth Modification and Extension Agreement dated
May 31, 1996 between Registrant and United Jersey Bank.
The Company hereby agrees to furnish to the Commission
upon its request any instrument defining the rights of
holders of long-term debt of the Company and its
consolidated subsidiaries and for any of its
unconsolidated subsidiaries for which financial
statements are required to be filed with respect to
long-term debt which does not exceed 10 percent of the
total assets of the registrant and its subsidiaries on
a consolidated basis.
10.1Lease Agreement, dated July 1, 1986, between
Registrant and Eisler Engineering Corp. ("Eisler") for
premises at 1245 Route 1 South, Edison, New Jersey,
filed as Exhibit 10.1 to the Form S-1 and incorporated
herein by reference.
* Incorporated by Reference
10.2Lease Agreement, dated April 1, 1986, between
Registrant and Emanuel N. Logothetis for premises at
362 Parsippany Road, Parsippany, New Jersey, filed as
Exhibit 10.5 to the Form S-1 and incorporated herein by
reference.
*10.3Lease Agreement, dated December 1, 1986, between
Registrant and Pentacle Corporation for premises at 50
South Center Street, Orange, New Jersey, filed as
Exhibit 10.8 to the Company's Annual Report on Form
10-K for the year ended September 25, 1987 and
incorporated herein by reference.
*10.4Lease Agreement, dated January 15, 1992, between
JOULE' Maintenance of Gibbstown Inc. And 429 East Broad
Street, Gibbstown, New Jersey, filed as Exhibit 10.4 to
the Company's Annual Report on Form 10-K for the year
ended September 30, 1993 and incorporated herein by
reference.
*10.6Lease Agreement, dated January 1, 1987, between
Registrant and E.N. Logothetis for Unit G, Mercerville
Professional Park Condominiums, 2333 Whitehorse -
Mercerville Road, Hamilton Township, New Jersey, filed
as Exhibit 10.12 to the Company's Annual Report on Form
10-K for the year ended September 25, 1987 and
incorporated herein by reference.
*10.7Lease Agreement, dated December 30, 1991 between
registrant and Pentacle Corporation for 5000 square
feet of storage space at Orange Commons in Orange, New
Jersey, filed as Exhibit 10.7 to the Company's Annual
Report on Form 10-K for the year ended September 30,
1993 and incorporated herein by reference.*10.8**
1988 Non-qualified Stock Option Plan, filed as Exhibit
10.13 to the Company's Annual Report on Form 10-K for
the year ended September 30, 1991 and incorporated
herein by reference.*10.9**
1991 Stock Option Plan, filed as Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the year ended
September 30, 1991 and incorporated herein by
reference.*13
Annual Report to Stockholders for the year ended up
September 30, 1996.21
List of Subsidiaries23.1
Consent of Independent Public Accountants27
Financial Data Schedule ( in EDGAR Filing only)
* Incorporated by Reference
** Compensatory Plan
EXHIBIT 4.1b
FOURTH MODIFICATION AND EXTENSION AGREEMENT
by and among
JOULE, INC.
as the Borrower
and
JOULE MAINTENANCE CORPORATION,
JOULE MAINTENANCE OF GIBBSTOWN, INC.
JOULE ENGINEERING CORP.,
JOULE TECHNICAL CORPORATION,
JOULE TEMPORARIES CORPORATION,
JOULE MAINTENANCE OF NEW YORK, INC.,
JOULE MAINTENANCE OF MARYLAND, INC., and
TIGER MAINTENANCE, INC.,
collective, as the Corporate Guarantors
and
UNITED JERSEY BANK
as the Lender
Dated: as of February 6, 1996
FOURTH MODIFICATION AND EXTENSION AGREEMENT
THIS FOURTH MODIFICATION AND EXTENSION AGREEMENT
(including all amendments, modifications and
supplements is hereinafter referred to as the "Fourth
Modification Agreement"), is made as of this 6th day of
February, 1996, by and among
JOULE, INC., a corporation duly organized, validly
existing and in good standing under the laws of the
State of Delaware, having its principal executive
office located at 1245 Route 1 South, Edison, New
Jersey 08837 (hereinafter referred to as the
"Borrower"),
AND
JOULE MAINTENANCE CORPORATION, a corporation duly
organized, validly existing and in good standing under
the laws of the State of New Jersey, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Maintenance Corporation"),
AND
JOULE MAINTENANCE OF GIBBSTOWN, INC., a
corporation duly organized, validly existing and in
good standing under the laws of the State of New
Jersey, having its principal executive office located
at 1245 Route 1 South, Edison, New Jersey 08837
(hereinafter referred to as "Joule Maintenance of
Gibbstown, Inc."),
AND
JOULE ENGINEERING CORP., a corporation duly
organized, validly existing and in good standing under
the laws of the State of New Jersey, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Engineering Corp."),
AND
JOULE TECHNICAL CORPORATION, a corporation duly
organized, validly existing and in good standing under
the laws of the State of Virginia, having its principal
executive office located at 1245 Route 1 South, Edison,
New Jersey 08837 (hereinafter referred to as "Joule
Technical Corporation"),
AND
JOULE TEMPORARIES CORPORATION, a corporation duly
organized, validly existing and in good standing under
the laws of the State of New Jersey, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Temporaries Corporation"),
AND
JOULE MAINTENANCE OF NEW YORK, INC., a corporation
duly organized, validly existing and in good standing
under the laws of the State of New York, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Maintenance of New York, Inc."),
AND
JOULE MAINTENANCE OF MARYLAND, INC., a corporation
duly organized, validly existing and in good standing
under the laws of the State of Maryland, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Maintenance of Maryland, Inc."),
AND
TIGER MAINTENANCE, INC., a corporation duly
organized, validly existing and in good standing under
the laws of the State of New Jersey, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as the "Tiger Maintenance Inc." and hereinafter
Joule Maintenance Corp., Joule Maintenance of
Gibbstown, Inc., Joule Engineering Corp., Joule
Temporaries Corporation, Joule Maintenance of New York,
Inc., Joule Maintenance of Maryland, Inc. and Tiger
Maintenance, Inc. shall be collectively referred to as
the "Corporate Guarantors"),
AND
UNITED JERSEY BANK, having an office located at
Raritan Plaza II, Fieldcrest Avenue, Edison, New Jersey
08837, being a banking corporation duly organized and
validly existing under the laws of the State of New
Jersey (hereinafter referred to as the "Lender").
W I T N E S S E T H:
WHEREAS, on or about February 20, 1991, the
Borrower requested and the Lender agreed to make a
revolving credit loan in the aggregate principal amount
of up to Four Million and 00/100 ($4,000,000.00)
Dollars for the purposes of (i) refinancing certain of
the Borrower's then existing indebtedness to First
Fidelity Bank, National Association and (ii) financing
the general working capital requirements of the
Borrower (hereinafter referred to as the "Revolving
Credit Loan"), all as more fully provided for in that
certain Loan and Security Agreement dated February 20,
1991, executed by and between the Borrower and the
Lender (hereinafter referred to as the "Loan
Agreement"); and
WHEREAS, the Revolving Credit Loan is evidenced by
a certain Revolving Note dated February 20, 1991,
executed by the Borrower, as the maker, and delivered
to the Lender, as the payee, in the original aggregate
principal amount of the Revolving Credit Loan
(hereinafter referred to as the "Revolving Note"); and
WHEREAS, pursuant to the Loan Agreement, the
Borrower, each of the Corporate Guarantors and Joule
Maintenance of Bayonne, Inc., a Delaware corporation
(hereinafter referred to as "Joule Maintenance of
Bayonne, Inc.") granted to the Lender a valid first
lien security interest in and to certain Collateral, as
more fully and accurately described in the Loan
Agreement; and
WHEREAS, as of February 20, 1991, Emanuel N.
Logothetis, as the guarantor (hereinafter referred to
as the "Individual Guarantor"), executed and delivered
to the Lender, as the lender, a certain Individual
Guaranty, pursuant to which the Individual Guarantor
agreed to guaranty the full, prompt and unconditional
payment of when due of any and all present and future
obligations or liabilities of any kind of the Borrower
owing to the Lender, including, without limitation,
repayment in full of the Revolving Credit Loan
(hereinafter referred to as the "Individual Guaranty");
and
WHEREAS, as of February 20, 1991, each Corporate
Guarantor and Joule Maintenance of Bayonne, Inc.,
collectively as the guarantor, executed and delivered
to the Lender, as the lender, a separate Corporate
Guaranty, pursuant to which each Corporate Guarantor
and Joule Maintenance of Bayonne, Inc. agreed to
guaranty the full, prompt and unconditional payment of
when due of any and all present and future obligations
or liabilities of any kind of the Borrower owing to the
Lender, including, without limitation, repayment in
full of the Revolving Credit Loan (hereinafter referred
to as the "Corporate Guaranty"); and
WHEREAS, on January 17, 1991, the Borrower, as the
assignor, delivered to the Lender, as the assignee, a
certain Assignment of Life Insurance Policy as
Collateral with respect to that certain life insurance
policy no. U01426631 issued by the Hartford Insurance
Company upon the life of the Individual Guarantor
(hereinafter referred to as the "Assignment #1"), as
collateral security for the Borrower's obligations
under the Loan Agreement; and
WHEREAS, on February 20, 1991, Joule Maintenance
Corporation, as the assignor, executed and delivered to
the Lender, as the assignee, a certain Collateral
Assignment of Contract Proceeds with respect to that
certain contract between Joule Maintenance Corporation
and the United States Government identified as Contract
No. DAHC21-85-C-0021 (hereinafter referred to as the
"Assignment #2"), as collateral security for the
repayment of the liabilities and obligations of Joule
Maintenance Corporation to the Lender under the Loan
Agreement and the Corporate Guaranty; and
WHEREAS, on September 1, 1991, the Borrower, as
the maker, executed and delivered to the Lender, as the
payee, a certain Promissory Note for the purpose of
extending the term of the Revolving Credit Loan from
the old maturity date of September 1, 1991, to a new
maturity date of January 15, 1992 (hereinafter referred
to as the "Extension Agreement #1"); and
WHEREAS, on January 15, 1992, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain Master Advance Note for the purpose of
extending the term of the Revolving Credit Loan from
the old maturity date of January 15, 1992 to a new
maturity date of January 31, 1993 (hereinafter referred
to as the "Extension Agreement #2"); and
WHEREAS, on January 31, 1993, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain Master Advance Note for the purpose of
extending the term of the Revolving Credit Loan from
the old maturity date of January 31, 1993 to a new
maturity date of January 31, 1994 (hereinafter referred
to as the "Extension Agreement #3"); and
WHEREAS, on January 31, 1994, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain Master Advance Note for the purpose of
extending the term of the Revolving Credit Loan from
the old maturity date of January 31, 1994 to a new
maturity date of March 31, 1994 (hereinafter referred
to as the "Extension Agreement #4"); and
WHEREAS, on March 31, 1994, the Borrower, the
Corporate Guarantors, Joule Maintenance of Bayonne,
Inc., the Individual Guarantor and the Lender entered
into a certain First Modification and Extension
Agreement for the purposes of (i) in Article I,
Section 1.1 of the Loan Agreement, extending the
Termination Date of the Revolving Note from the old
Termination Date of "March 31, 1994" to a new
Termination Date of "January 31, 1995"; (ii) amending
and modifying the Lender's address from the old address
of "630 Franklin Boulevard, Somerset, New Jersey 08875"
to "4365 Route 1 South, Princeton, New Jersey 08540";
(iii) providing for a mutual waiver of jury trial; and
(iv) providing for semi-annual audits of Collateral
(hereinafter referred to as the "First Modification
Agreement"); and
WHEREAS, on March 31, 1994, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain First Allonge to $4,000,000.00
Revolving Note for the purposes of (i) extending the
maturity date of the Revolving Note from the old
maturity date of "March 31, 1994" to a new maturity
date of "January 31, 1995" and (ii) amending and
modifying the Lender's address from the old address of
"630 Franklin Boulevard, Somerset, New Jersey 08875" to
"4365 Route 1 South, Princeton, New Jersey 08540"
(hereinafter referred to as the "First Allonge"); and
WHEREAS, as of January 31, 1995, the Borrower, the
Corporate Guarantors, Joule Maintenance of Bayonne,
Inc., the Individual Guarantor and the Lender entered
into a certain Second Modification and Extension
Agreement (hereinafter referred to as the "Second
Modification Agreement") for the purposes of (i) in
Article I, Section 1.1 of the Loan Agreement, extending
the Termination Date of the Revolving Note from the old
Termination Date of "January 31, 1995" to a new
Termination Date of "January 31, 1996"; (ii) in
Article II, Section 2.4 of the Loan Agreement,
decreasing the interest rate from the old interest rate
of "Base Rate plus one and one-half percent (1.5%) per
annum" to a new interest rate of "Base Rate plus one
percent (1.0%) per annum"; (iii) amending and modifying
the Lender's audits of Collateral from semi-annual
audits of Collateral to annual audits of Collateral;
and (iv) amending and modifying the Lender's name from
the old name of "United Jersey Bank/Central, N.A." to
the new name of "United Jersey Bank"; and
WHEREAS, as of January 31, 1995, the Borrower, as
the maker, executed and delivered to the Lender, as the
payee, a certain Second Allonge to $4,000,000.00
Revolving Note for the purposes of (i) extending the
maturity date of the Revolving Note from the old
maturity date "January 31, 1995" to a new maturity date
of "January 31, 1996"; (ii) decreasing the interest
rate from the old interest rate of "Base Rate plus one
and one-half percent (1.5%) per annum" to the new
interest rate of "Base Rate plus one percent (1.0%) per
annum"; and (iii) amending and modifying the name of
the Lender from the Lender's old name of "United Jersey
Bank/Central, N.A." to the Lender's new name of "United
Jersey Bank" (hereinafter referred to as the "Second
Allonge"); and
WHEREAS, on August 23, 1995, the Borrower, the
Corporate Guarantors and Joule Maintenance of Bayonne,
Inc. entered into a certain Third Modification and
Extension Agreement (hereinafter referred to as the
"Third Modification Agreement") for the purpose of (i)
in Article I, Section 1.1 of the Loan Agreement,
increasing the original aggregate principal amount of
the Revolving Credit Loan from the old aggregate
principal amount of "$4,000,000.00" to the new
increased aggregate principal amount of
"$4,500,000.00"; (ii) in Article I, Section 1.1 of the
Loan Agreement, extending the Termination Date of the
Revolving Note from the old Termination Date of
"January 31, 1996" to a new Termination Date of "May
31, 1996"; (iii) in Article II, Section 2.2 of the
Loan Agreement, providing for the issuance of Letters
of Credit; (iv) providing for a new section of the
Loan Agreement, Section 5.23, which provides for the
Borrower's Maximum Debt to Tangible Net Worth Ratio of
2.0 -to- 1.0; (v) in Article V of the Loan Agreement,
providing for a new section, Section 5.24, which
provides for the Borrower's Maximum Debt Service
Coverage Ratio of 1.5 -to- 1.0; (vi) providing for a
release of the Individual Guarantor from the Individual
Guaranty; and (vii) amending and modifying the
Lender's address from the old address of "4365 Route 1
South, Princeton, New Jersey 08540" to a new address of
"Raritan Plaza II, Fieldcrest Avenue, Edison, New
Jersey 08837"; and
WHEREAS, on August 23, 1995, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain Third Allonge to $4,000,000.00
Revolving Note for the purposes of (i) increasing the
original aggregate principal amount of the Revolving
Credit Loan from the old aggregate principal amount of
"$4,000,000.00" to a new increased aggregate principal
amount of "4,500,000.00"; (ii) extending the maturity
date of the Revolving Note from the old maturity date
of "January 31, 1996" to a new maturity date of "May
31, 1996"; and (iii) amending and modifying the
Lender's address from the old address of "4365 Route 1
South, Princeton, New Jersey 08540" to a new address of
"Raritan Plaza II, Fieldcrest Avenue, Edison, New
Jersey 08837" (hereinafter referred to as the "Third
Allonge"); and
WHEREAS, Joule Maintenance of Bayonne, Inc. has
been dissolved and its corporate charter revoked and is
no longer a corporation doing business in the State of
New Jersey; and
WHEREAS, as of even date herewith, the Borrower,
as the maker, executed and delivered to the Lender, as
the payee, a certain Fourth Allonge to $4,500,000.00
Revolving Note for the purposes of deleting the old
Paragraph 2 of the Revolving Note and inserting a new
Paragraph 2 which provides that the interest rate to be
charged on the outstanding aggregate principal amount
of the Loan shall be set forth in Article II, Section
2.4 of the Loan Agreement (hereinafter referred to as
the "Fourth Allonge"); and
WHEREAS, as of even date herewith, the Borrower,
the Corporate Guarantors and the Lender have agreed to
enter into this Fourth Modification Agreement for the
purpose of (i) in Article I, Section 1.1 of the Loan
Agreement, providing for the definition of "Borrowing"
(as said term is defined herein); (ii) in Article I,
Section 1.1 of the Loan Agreement, providing for the
definition of "Eurodollar Affiliate" (as said term is
defined herein); (iii) in Article I, Section 1.1 of
the Loan Agreement, providing for the definition of
"Eurodollar Interest Period" (as said term is defined
herein"); (iv) in Article I, Section 1.1 of the Loan
Agreement, providing for the definition of "Eurodollar
Interest Payment Date" (as said term is defined
herein); (v) in Article I, Section 1.1 of the Loan
Agreement, providing for the definition of "Eurodollar
Interest Rate Determination Date" (as said term is
defined herein); (vi) in Article I, Section 1.1 of the
Loan Agreement, providing for the definition of
"Eurodollar Portion" (as said term is defined herein);
(vii) in Article I, Section 1.1 of the Loan Agreement,
providing for the definition of "Eurodollar Rate" (as
said term is defined herein); (viii) in Article I,
Section 1.1 of the Loan Agreement, providing of the
definition of "Eurodollar Rate Loans" (as said term is
defined herein); (ix) in Article I, Section 1.1 of the
Loan Agreement, providing for the definition of
"Eurodollar Rate Taxes" (as said term is defined
herein); (x) in Article I, Section 1.1 of the Loan
Agreement, providing for the definition of "Eurodollar
Reserve Percentage" (as said term is defined herein);
(xi) in Article I, Section 1.1 of the Loan Agreement,
providing for the definition of "Funding Segment" (as
said term is defined herein); (xii) in Article II,
Section 2.4 of the Loan Agreement, deleting the old
Section 2.4 and inserting a new Section 2.4 which
provides that the Borrower may select an interest rate
from the interest rate options between either (1) the
Base Rate option or (2) the Eurodollar Rate Option;
(xiii) in a new section of Article II of the Loan
Agreement, Section 2.11, providing for the Borrower's
payment of an unused commitment fee; and (xiv) in a
new section of Article II of the Loan Agreement,
Section 2.12, providing for the special provisions
governing Eurodollar Rate Loans (as said term is
defined herein); and
WHEREAS, all words and terms not defined herein
shall have the meaning as contained in the Loan
Agreement, as amended and modified up through and
including the Third Modification Agreement; and
WHEREAS, the aforesaid Revolving Note, the Loan
Agreement, the Corporate Guaranty, the Assignment #1,
the Assignment #2, the Extension Agreement #1, the
Extension Agreement #2, the Extension Agreement #3, the
Extension Agreement #4, the First Allonge, the First
Modification Agreement, the Second Allonge, the Second
Modification Agreement, the Third Allonge, the Third
Modification A, the Fourth Allonge and any and all of
the documents, agreements, certificates and instruments
executed in connection herewith shall be hereinafter
collectively referred to as the "Loan Documents"; and
NOW, THEREFORE, in consideration of these premises
and the mutual representations, covenants and
agreements of the Borrower and the Corporate Guarantors
and the Lender, each party binding itself and its
successors and assigns, does hereby promise, covenant
and agree as follows:
1. There is, as of February 6, 1996, presently
owing on the Revolving Note the principal sum of
$3,648,146.37, without defense, offset or counterclaim,
all of which are hereby expressly waived by the
Borrower and the Corporate Guarantors as of the date
hereof. The foregoing principal balance is allocated
as follows: (a) $3,648.146.37 for outstanding Advances
of direct loans under the Note and (b) $ -0- for
Letters of Credit.
2. By execution hereof, the Borrower and the
Corporate Guarantors acknowledge and agree that the
Lender's consent to enter into this Fourth Modification
Agreement is contingent upon the following:
(a) the payment by the Borrower of all
costs, expenses and fees of the transaction
contemplated by this Fourth Modification Agreement,
including, but not limited to (i) all search costs and
expenses, (ii) all fees and expenses of the Lender's
attorneys and (iii) all accrued and unpaid interest up
to and including the date hereof; and
(b) the continued delivery by the Borrower
to the Lender of copies of all valid insurance
certificates with respect to worker's compensation,
general liability, umbrella liability and other
insurance required pursuant to the Loan Agreement, all
of which name the Lender as lender and/or loss payee
with respect to Accounts Receivable, Inventory,
Equipment and other corporate assets.
3. The Borrower and each Corporate Guarantor
represent that the liens on the Collateral granted to
the Lender under the Loan Agreement, as amended and
modified up through and including this Fourth
Modification Agreement, continue to be valid and
enforceable first lien on the Collateral.
4. The Loan Agreement is hereby modified and
amended as follows:
(a) Article I, shall be amended and modified
by inserting the following new definitions:
"(xx) "Borrowing" or
"Borrowings" shall mean a borrowing(s) consisting of
Advances of the same type made on the same day by the
Lender.
(yy) "Base Rate Loans" shall
mean those Advances outstanding which bear interest at
a rate determined by reference to the Base Rate as
provided for in Section 2.4 of this Agreement.
(zz) "Eurodollar Affiliate"
shall mean with respect to the Lender, the Affiliate of
the Lender, if any, set forth on Schedule "A".
(aaa) "Eurodollar Interest
Period" shall mean one or more periods of time during
which the Borrower may select or continue a Eurodollar
Rate Loan, such funding period with respect to the
Advances, to be either a one (1) month, two (2) month
or three (3) month period(s), subject to availability;
all as more fully subject to the provisions of Section
2.4 of this Agreement.
(bbb) "Eurodollar Interest
Payment Date" shall mean, with respect to any
Eurodollar Rate Loan, the last day of each Eurodollar
Interest Period applicable to such loan.
(ccc) "Eurodollar Interest
Rate Determination Date" shall mean the date on which
the Lender determines the Eurodollar Rate applicable to
(i) an Advance or (ii) the continuation or conversion
of Eurodollar Rate Loans. The Eurodollar Interest Rate
Determination Date shall be the first day of the
Eurodollar Interest Period applicable to such
Borrowing, continuation or conversion.
(ddd) "Eurodollar Portion"
of any Advances shall mean at any time the portion,
including the whole, of such Advance bearing interest
at any time under the Eurodollar Rate.
(eee) "Eurodollar Rate"
shall mean, with respect to any Eurodollar Interest
Period applicable to an Advance of Eurodollar Rate
Loans, an interest rate per annum determined by the
Lender obtained by dividing (i) the rate of interest
determined by the Lender to be the average (rounded
upward to the nearest whole multiple of one
one-thousandth of one percent (1/1000 of 1%) per annum
if such average is not such a multiple) of the rates
per annum at which deposits in dollars are quoted to
the Lender by Telerate Systems in the London interbank
eurodollar market at approximately 11:00 a.m. (London
time) on the Eurodollar Interest Rate Determination
Date for a period equal to such Eurodollar Interest
Period and in an amount substantially equal to the
amount of the Eurodollar Rate Loan to be made by the
Lender and to be outstanding during such Eurodollar
Interest Period, by (ii) a percentage equal to 100%
minus the Eurodollar Reserve Percentage. The
Eurodollar Rate shall be adjusted automatically on and
as of the effective date of any change in the
Eurodollar Reserve Percentage. The "Eurodollar Rate"
may also be expressed by the following formula:
[rates quoted to the Lender by
]
[Telerate Systems in the
]
Eurodollar Rate = [London interbank Eurodollar
market]
[1.00 - Eurodollar Reserve
Percentage]
(fff) "Eurodollar Rate Loans" shall mean those
Advances outstanding which bear interest at a rate
determined by reference to the Eurodollar
Rate as provided for in Section 2.4 of this Agreement.
(ggg) "Eurodollar Rate Taxes" shall have the
meaning ascribed to such term
in Section 2.12(f) of this Agreement.
(hhh) "Eurodollar Reserve
Percentage" shall mean for any date that
percentage, if any (expressed as a decimal, rounded
upward to the nearest 1/100
of 1%), as determined in good faith by the Lender
(which determination shall be
conclusive) which is in effect on such date, as
prescribed by the Federal Reserve
Board, for determining the maximum reserve requirement
(including, without
limitation, any emergency, supplemental or other
marginal reserve requirement)
for a member bank of the Federal Reserve System in
respect of "eurocurrency
liabilities" having a term equal to the applicable
Eurodollar Interest Period (on
in respect of any other category of liabilities which
includes deposits by
reference to which the interest rate on Eurodollar
Rate Loans is determined or
any category of extensions of credit or other assets
which includes loans by a
non-United States office of any bank to United States
residents).
(iii) "Funding Segment" shall mean with
respect to an Eurodollar Rate Loan, the entire
principal amount of such Eurodollar Portion to which at
the time in question there is a particular Eurodollar
Interest Period beginning on a particular day and
ending on a particular day (By definition, each such
Eurodollar Portion is at all times composed of an
integral number of discrete Funding Segments and the
sum of the principal amounts of all Funding Segments of
any such Eurodollar Portion at any time equals the
principal amount of such Eurodollar Portion at such
time)."
(b) Article II, Section 2.4 of the Loan
Agreement shall be deleted in its entirety and the
following new Section 2.4 shall be inserted in its
place and stead:
"2.4 Interest Rate.
(a) The Note shall bear interest from the date hereof
on the outstanding principal amount thereof, which
interest shall be payable on March 1, 1996 and (i)
with respect to Base Rate Loans, on the first (1st) day
of each month thereafter and upon payment of the Note
in full, at an interest rate set forth in Subsection
(b)(1) below and (ii) with respect to Eurodollar Rate
Loans, in arrears, on each Eurodollar Interest Payment
Date applicable to said Eurodollar Rate Loan. Interest
shall be calculated on the basis of 360-day year for
the actual number of days elapsed.
(b) All Advances
shall bear interest computed daily on the outstanding
principal balance thereof from the date made until paid
in full at one or more of the interest rate options
selected by the Borrower from between the two (2)
interest rate options set for below. Subject to the
provisions of this Agreement, the Borrower may select
different options to apply simultaneously to different
portions of the Advances and may select different
Funding Segments to apply simultaneously to different
parts of the Eurodollars Rate Portion of the Advances.
Each selection of a rate option shall apply separately
and without overlap to the Advance as a class. The
aggregate number of Funding Segments applicable to the
Eurodollar Portion of the Advance at any time shall not
exceed $4,500,000.00.
Interest Rate Option for Advances:
(1) Base Rate: A fluctuating
interest rate per annum equal to the Base Rate of the
Lender for such day, in effect from time to time (such
interest rate to change immediately upon any change
in the Base Rate).
(2) Eurodollar Rate: A fixed rate per annum for
the applicable Eurodollar Interest Period equal to
two and one-quarter percent (2.25%) over the
Eurodollar Rate for such day. The Lender shall give
prompt notice to the Borrower of the Eurodollar Rate
determine d or adjusted in accordance with the
provisions hereof, which determination or adjustment
shall be conclusive if made in good faith"
(c) Article II shall be amended and modified
by inserting the following new provisions:
"Section 2.11 Unused
Commitment Fee. The Borrower shall pay to the Lender
an unused commitment fee accruing at the r ate of
one-third of one percent (0.33%) per annum from and
after the date hereof until all Advances shall have
been repaid in full and the Obligations are terminated,
upon the average daily amount of the excess of the
Revolving Loan over all Advances outstanding from time
to time.
"Section 2.12 Special Provisions Governing Eurodollar
Rate Loans. Notwithstanding other provisions of their
Agreement to the contrary, if any, the following
provisions shall govern with respect to Eurodollar Rate
Loans as to the matter covered:
(a) Determination of
Eurodollar Interest Period. By giving notice as set
forth in Section 2.4(b), the Borrower shall have the
option, subject to the other provision of this Section
2.12 to specify an Eurodollar Interest Period to apply
to the Borrowing of Eurodollar Rate Loans described in
such notice, subject to availability. The
determination of Eurodollar Interest Periods shall be
subject to the following provisions:
(i) In the case of
immediately successive Eurodollar Interest Periods
applicable to an Advance of Eurodollar Rate Loans, each
successive Eurodollar Interest Period shall commence on
the day on which the next preceding Eurodollar Interest
Period expires;
(ii) If any Eurodollar Interest Period would otherwise
expire on a day which is not a Business Day, the
Eurodollar Interest Period shall be extended to expire
on the next succeeding Business Day; provided, however,
that if any such Eurodollar Interest Period
applicable to a Borrowing of Eurodollar Rate Loans
would otherwise expire on a day which is not a Business
Day but is a day of the month after which no further
Business Day occurs in that month, that Eurodollar
Interest Period shall expire on the immediately
preceding Business Day;
(iii) The Borrower may not select a Eurodollar
Interest Period for any Advance which terminates later
than the Termination Date; and
(iv) The Borrower may not select a Eurodollar Interest
Period with respect to any portion of principal of a
Eurodollar Rate Loan which extends beyond a date on
which the Borrower is required to make a scheduled
payment of any portion of portion of principal, it
being understood and agreed that any Eurodollar Rate
Loan whose Eurodollar Interest Period ends less than
one month prior to such required principal payment date
shall be deemed converted to a Base Rate Loan as of the
last day of such Eurodollar Interest Period for
purposes of determining whether any portion of
principal of any Eurodollar Rate Loan is required in
order to make a mandatory payment of principal.
(b) Determination of Interest
Rate. As soon as practicable after 12:00 noon (New
York City time) on any Eurodollar Interest Rate
Determination Date, the Lender shall determine (which
determination shall, absent manifest error, be
presumptively correct) the interest rate which shall
apply to the Eurodollar Rate Loans for which an
interest rate is then being determined for the
applicable Eurodollar Interest Period and shall
promptly give notice thereof (in writing or by
telephone confirmed in writing) to the Borrower.
(c) Interest Rate Unascertainable, Inadequate or
Unfair. If, with respect to any Eurodollar Interest
Period, the Lender determines that (i) deposits in
Dollars (in the applicable amounts) are not being
offered in the relevant market for such Eurodollar
Interest Period, (ii) adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate, (iii)
a contingency has occurred which materially and
adversely affects the London interbank Eurodollar
market or (iv) the effective cost to the Lender of
funding a proposed Funding Segment of the Eurodollar
Portion from a corresponding source of funds shall
exceed the Eurodollar Rate, applicable to such Funding
Segment, the Lender shall forthwith give notice thereof
to the Borrower, whereupon until the Lender notifies
the Borrower that the circumstances giving rise to such
suspension no longer exist, (1) the right of the
Borrower to elect to have the Revolving Credit Loan
bear interest based upon the Eurodollar Rate shall be
suspended and (2) each outstanding Eurodollar Rate
Loan shall be converted into a Base Rate Loan on the
last day of the then current Eurodollar Interest Period
therefor, notwithstanding any prior election by the
Borrower to the contrary.
(d) Illegality. (i) In the event that on any date
the Lender shall have determined (which determination
shall, absent manifest error, be final and conclusive
and binding upon all parties) that the making of
continuation of any Eurodollar Rate Loan has become
unlawful by compliance by the Lender in good faith with
any law, of an governmental authority (whether or not
having the force with and whether or not failure to
comply therewith would be unlawful), then, and in any
such event, the Lender shall promptly give notice (by
telephone promptly confirmed in writing) to the
Borrower.
(ii) Upon the giving of the notice referred
to in Section 2.12(d)(i) hereof, (1) the Borrower's
right to request of the Lender and the Lender's
obligation to make Eur o dollar Rate Loans shall be
immediately suspended, and the Lender shall make a
loan, as part of any requested Borrowing of Eurodollar
Rate Loans, as a Base Rate Loan, which Base Rate Loan
shall, for all purposes, be considered a part of such
Borrowing and (2) if the affected Eurodollar Rate Loan
or Loans are then outstanding, the Borrower shall
immediately (or, if permitted by applicable Law, no
later than the date permitted thereby, upon at least
one Business Day's written notice to the Lender)
convert each such Loan into a Base Rate Loan.
(iii) In the event that the Lender
determines at any time following its giving of the
notice referred to in Section 2.2(c) and Section
2.12(d)(i) hereof that the Lender may lawfully make
Eurodollar Rate Loans of the type referred to in such
notice, the Lender shall promptly give notice (by
telephone promptly confirmed in writing) to the
Borrower of that determination, whereupon the
Borrower's right to request of the Lender, and the
Lender's obligation to make, Eurodollar Rate Loans
shall be restored.
(e) Compensation. In
addition to such amounts as are required to be paid by
the Borrower pursuant to this Agreement, the Borrower
shall compensate the Lender, upon demand, for all
losses, expenses and liabilities (including, without
limitation, any loss or expense incurred by reason of
the liquidation or re-employment of deposits or other
funds required by the Lender to fund or maintain the
Lender's Eurodollar Rate Loans to the Borrower which
losses, expenses and liabilities the Lender may sustain
(i) if for any reason a continuation of Eurodollar
Rate Loans does not occur on a date specified therefor
pursuant to the Borrowing Request, (ii) if any
prepayment of an Eurodollar Rate Loan (including,
without limitation, any pursuant to Section 2.5 or 2.6
hereof) occurs for any reason on a date which is not
the last day of the applicable Eurodollar Interest
Period, (iii) as a consequence of any required
conversion of a Eurodollar Rate Loan to a Base Rate
Loan as a result of any of the events indicated in
Section 2.2(d), or (iv) as a consequence of any other
failure by the Borrower to repay Eurodollar Rate Loans
when required by the terms of this Agreement. The
Lender shall deliver to the Borrower a written
statement as to such losses, expenses and liabilities
which statement shall be conclusive as to such amounts
in the absence of manifest error.
(f) Eurodollar Rate Taxes. The
Borrower agrees that:
(i) the Borrower
will pay, prior to the date on which penalties attach
thereto, all present and future income, stamp and other
taxes, levies, or costs and charges whatsoever imposed,
assessed, levied or collected on or in respect of a
Eurodollar Rate Loan solely as a result of the interest
rate being determined by reference to the Eurodollar
Rate or the provisions of this Agreement relating to
the Eurodollar Rate or the recording, registration,
notarization or other formalization of any thereof or
any payments of principal, interest or other amounts
made on or in respect of an Advance made to the
Borrower when the interest rate is determined by
reference to the Eurodollar Rate (all such taxes,
levies, costs and charges being hereinafter
collectively called "Eurodollar Rate Taxes"); provided,
however, that Eurodollar Rate Taxes shall not include
net income or franchise taxes imposed by any
jurisdiction. The Borrower shall also pay such
additional amounts equal to increases in net income or
franchise taxes attributable to payments made by the
Borrowers pursuant to this clause (i). Promptly after
the date on which payment of any such Eurodollar Rate
Tax is due pursuant to applicable law, the Borrower
will, at the request of the Lender, furnish to the
Lender evidence, in form and substance satisfactory to
the Lender, that the Borrower has met its obligation
under this Section 2.12(f); and
(ii) the Borrower will indemnify the
Lender against, and reimburse the Lender on demand for,
any Eurodollar Rate Taxes paid by the Lender in its
sole discretion. The Lender shall provide the Borrower
with (1) appropriate receipts for any payments or
reimbursements made by the Borrower pursuant to this
clause (ii) and (2) such information as may reasonably
be required to indicate the basis for such Eurodollar
Rate Taxes; provided, however, that if the Lender
subsequently recovers, or receives a net tax benefit
with respect to, any amount of Eurodollar Rate Taxes
previously paid by the Borrower pursuant to this
Section 2.12(f)(ii), the Lender shall, within thirty
(30) days after receipt of such refund, and to the
extent permitted by applicable law, pay to the Borrower
the amount of any such recovery or permanent net tax
benefit.
(g) Booking of
Eurodollar Rate Loans. The Lender may make, carry or
transfer Eurodollar Rate Loans at, to or for the
account of, any of its branch offices, agencies or the
office of a Eurodollar Affiliate of the Lender;
provided, however, the Lender shall not be entitled to
receive any greater amount under Sections 2.1 or
2.12(f) hereof as a result of the transfer of any such
Revolving Credit Loan than the Lender would be entitled
to immediately prior thereto unless (i) such transfer
occurred at a time when circumstances giving rise to
the claim for such greater amount did not exist and
were not reasonably foreseeable in the view of the
Lender and (ii) such claim would have arisen even if
such transfer had not occurred.
(h) Affiliates Not Obligated. No
Eurodollar Affiliate of the Lender shall be deemed a
party to this Agreement or shall have any rights,
liabilities or obligations under this Agreement."
5. To the best of the Borrower's and each
of the Corporate Guarantors' knowledge, all
representations and warranties contained in the Loan
Documents, as amended and modified through this Fourth
Modification Agreement are true, accurate and complete
as of the date hereof and shall be deemed continuing
representations and warranties so long as the Revolving
Credit Loan shall remain outstanding.
6. The Borrower and each of the Corporate
Guarantors expressly confirm and reaffirm that the
release and discharge of Joule Maintenance of Bayonne,
Inc. from the Corporate Guaranty does not affect the
enforceability and validity of the Corporate Guaranty
with respect to the Corporate Guarantors, and the
Corporate Guaranty remains in full force and effect and
binding against the Corporate Guarantors as a
continuing guaranty of the full, prompt and
unconditional payment of all present and future
obligations and/or liabilities of any kind of the
Borrower due and owing to the Lender, including,
without limitation, the repayment in full of the
Revolving Credit Loan.
7. All other terms and conditions of the
Loan Documents, as amended and modified through this
Fourth Modification Agreement remain in full force and
effect, except as amended and modified herein, and the
parties hereto hereby expressly confirm and reaffirm
all of their respective liabilities, obligations,
duties and responsibilities under and pursuant to said
Loan Documents, including, without limitation, the
obligations of the Corporate Guarantors under the
Corporate Guaranty, as amended and modified by this
Fourth Modification Agreement.
8. It is the intention of the parties
hereto that this Fourth Modification Agreement shall
not constitute a novation and shall in no way adversely
affect or impair the lien priority of the Loan
Documents. In the event this Fourth Modification
Agreement, or any portion to affect the lien priority
of the Loan Documents, then to the extent such
instrument creates a charge upon the Loan Documents in
excess of that contemplated and permitted thereby, and
to the extent third parties acquiring an interest in
the Loan Documents between the time of recording of the
Loan Documents and the recording of this Fourth
Modification Agreement are prejudiced hereby, if any,
this Fourth Modification Agreement shall be void and of
no force and effect; provided, however, that
notwithstanding the foregoing, the parties hereto, as
between themselves, shall be bound by all terms and
conditions hereof until all indebtedness evidenced by
the Revolving Note shall have been paid in full and the
Revolving Credit Loan terminated.
9. The Borrower and the Corporate
Guarantors do hereby:
(a) ratify, confirm and acknowledge
that, as amended and modified hereby, the Loan
Documents continue to be valid, binding and in full
force and effect;
(b) covenant and agree to perform all
of their respective obligations contained in the Loan
Documents, as amended and modified hereby;
(c) represent and warrant that, after
giving effect to the transactions contemplated by this
Fourth Modification Agreement, no Event of Default (as
such term is defined in the Loan Agreement), exists or
will exist upon the delivery of notice, passage of
time, or both;
(d) acknowledge and agree that nothing
contained herein and no actions taken pursuant to the
terms hereof are intended to constitute a novation of
the Revolving Note and the Revolving Credit Loan, or
any waiver of the other Loan Documents, and do not
constitute a release, termination or waiver of any of
the liens, security interests or rights or remedies
granted to the Lender under the Loan Documents, all of
which liens, security interests, rights or remedies are
hereby ratified, confirmed and continued as security
for the Revolving Credit Loan, as amended and modified
hereby; and
(e) acknowledge and agree that the
failure by the Borrower and/or the Corporate Guarantors
to comply with or perform any of their respective
covenants, agreements or obligations contained herein
shall constitute an Event of Default under the Loan
Agreement.
IN WITNESS WHEREOF, the parties have caused this
Fourth Modification Agreement to be duly executed,
sealed and attested and/or witnessed, as appropriated,
and delivered, all as of the day and year first above
written.
[SEAL] JOULE, INC.
ATTEST:
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
MAINTENANCE ATTEST:
CORPORATION
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
MAINTENANCE OF
ATTEST: GIBBSTOWN, INC.
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
ENGINEERING CORP.
ATTEST:
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE TECHNICAL
ATTEST: CORPORATION
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
TEMPORARIES
ATTEST: CORPORATION
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
MAINTENANCE OF
ATTEST: NEW YORK, INC.
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
MAINTENANCE OF
ATTEST: MARYLAND, INC.
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] TIGER
MAINTENANCE, INC.
ATTEST:
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
UNITED JERSEY
BANK
By:
Craig A.
Pasko
Vice
President
STATE OF NEW JERSEY :
: ss.
COUNTY OF MIDDLESEX :
BE IT REMEMBERED, that on this ____ day of April,
1996, before me, the subscriber, an officer duly
authorized pursuant to N.J.S.A. 46:14-6 to take
acknowledgments for use in the State of New Jersey,
personally appeared Craig A. Pasko, who, I am satisfied
is the person who executed the within Instrument, as
the Assistant Vice President of United Jersey Bank, the
corporation named therein, and I having first made know
to him the contents thereof, he did thereupon
acknowledge that the said Instrument made by the said
corporation and sealed with its corporate seal and
delivered by him as such officer, is the voluntary act
and deed of said corporation, made by virtue of
authority from its Board of Directors, for the uses and
purposes therein expressed.
Notary Public of the State of
New Jersey
STATE OF NEW JERSEY :
: ss.
COUNTY OF MORRIS :
BE IT REMEMBERED, that on this ____ day of April,
1996, before me, the subscriber, an officer duly
authorized pursuant to N.J.S.A. 46:14-6 to take
acknowledgments for use in the State of New Jersey,
personally appeared Emanuel N. Logothetis, who, I am
satisfied is the person who executed the within
Instrument, as the President of United Joule, Inc.,
Joule Maintenance Corporation, Joule Maintenance of
Gibbstown, Inc., Joule Engineering Corp., Joule
Technical Corporation, Joule Temporaries Corporation,
Joule Maintenance of New York, Inc., Joule Maintenance
of Maryland, Inc. and Tiger Maintenance, Inc., the
corporations named therein, and I having first made
know to him the contents thereof, he did thereupon
acknowledge that the said Instrument made by said
corporations and sealed with their corporate seals and
delivered by him as such officer, is the voluntary act
and deed of said corporations, made by virtue of
authority from their respective Boards of Directors,
for the uses and purposes therein expressed.
Notary Public of the State of
New Jersey
SCHEDULE "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN
FOURTH MODIFICATION AND EXTENSION AGREEMENT,
EXECUTED BY AND AMONG, INTER ALIA, JOULE, INC., AS
THE BORROWER, AND UNITED JERSEY BANK, AS THE LENDER
DATED AS OF FEBUARY 6, 1996
List of Eurodollar Affiliates
NONE
<PAGE>
EXHIBIT 4.1c
FIFTH MODIFICATION AND EXTENSION AGREEMENT
by and among
JOULE, INC.
as the Borrower
and
JOULE MAINTENANCE CORPORATION,
JOULE MAINTENANCE OF GIBBSTOWN, INC.
JOULE ENGINEERING CORP.,
JOULE TECHNICAL CORPORATION,
JOULE TEMPORARIES CORPORATION,
JOULE MAINTENANCE OF NEW YORK, INC.,
JOULE MAINTENANCE OF MARYLAND, INC., and
TIGER MAINTENANCE, INC.,
collective, as the Corporate Guarantors
and
UNITED JERSEY BANK
as the Lender
Dated: as of May 31, 1996
FIFTH MODIFICATION AND EXTENSION AGREEMENT
THIS FIFTH MODIFICATION AND EXTENSION AGREEMENT
(including all amendments, modifications and
supplements is hereinafter referred to as the "Fifth
Modification Agreement"), is made as of this 31st day
of May, 1996, by and among
JOULE, INC., a corporation duly organized, validly
existing and in good standing under the laws of the
State of Delaware, having its principal executive
office located at 1245 Route 1 South, Edison, New
Jersey 08837 (hereinafter referred to as the
"Borrower"),
AND
JOULE MAINTENANCE CORPORATION, a corporation duly
organized, validly existing and in good standing under
the laws of the State of New Jersey, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Maintenance Corporation"),
AND
JOULE MAINTENANCE OF GIBBSTOWN, INC., a
corporation duly organized, validly existing and in
good standing under the laws of the State of New
Jersey, having its principal executive office located
at 1245 Route 1 South, Edison, New Jersey 08837
(hereinafter referred to as "Joule Maintenance of
Gibbstown, Inc."),
AND
JOULE ENGINEERING CORP., a corporation duly
organized, validly existing and in good standing under
the laws of the State of New Jersey, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Engineering Corp."),
AND
JOULE TECHNICAL CORPORATION, a corporation duly
organized, validly existing and in good standing under
the laws of the State of Virginia, having its principal
executive office located at 1245 Route 1 South, Edison,
New Jersey 08837 (hereinafter referred to as "Joule
Technical Corporation"),
AND
JOULE TEMPORARIES CORPORATION, a corporation duly
organized, validly existing and in good standing under
the laws of the State of New Jersey, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Temporaries Corporation"),
AND
JOULE MAINTENANCE OF NEW YORK, INC., a corporation
duly organized, validly existing and in good standing
under the laws of the State of New York, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Maintenance of New York, Inc."),
AND
JOULE MAINTENANCE OF MARYLAND, INC., a corporation
duly organized, validly existing and in good standing
under the laws of the State of Maryland, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as "Joule Maintenance of Maryland, Inc."),
AND
TIGER MAINTENANCE, INC., a corporation duly
organized, validly existing and in good standing under
the laws of the State of New Jersey, having its
principal executive office located at 1245 Route 1
South, Edison, New Jersey 08837 (hereinafter referred
to as the "Tiger Maintenance Inc." and hereinafter
Joule Maintenance Corporation, Joule Maintenance of
Gibbstown, Inc., Joule Engineering Corp., Joule
Temporaries Corporation, Joule Maintenance of New York,
Inc., Joule Maintenance of Maryland, Inc. and Tiger
Maintenance, Inc. shall be collectively referred to as
the "Corporate Guarantors"),
AND
UNITED JERSEY BANK, having an office located at
Raritan Plaza II, Fieldcrest Avenue, Edison, New Jersey
08837, being a banking corporation duly organized and
validly existing under the laws of the State of New
Jersey (hereinafter referred to as the "Lender").W I T
N E S S E T H:
WHEREAS, on or about February 20, 1991, the
Borrower requested and the Lender agreed to make a
revolving credit loan in the aggregate principal amount
of up to Four Million and 00/100 ($4,000,000.00)
Dollars for the purposes of (i) refinancing certain of
the Borrower's then existing indebtedness to First
Fidelity Bank, National Association and (ii) financing
the general working capital requirements of the
Borrower (hereinafter referred to as the "Revolving
Credit Loan"), all as more fully provided for in that
certain Loan and Security Agreement dated February 20,
1991, executed by and between the Borrower and the
Lender (hereinafter referred to as the "Loan
Agreement"); and
WHEREAS, the Revolving Credit Loan is evidenced by
a certain Revolving Note dated February 20, 1991,
executed by the Borrower, as the maker, and delivered
to the Lender, as the payee, in the original aggregate
principal amount of the Revolving Credit Loan
(hereinafter referred to as the "Revolving Note"); and
WHEREAS, pursuant to the Loan Agreement, the
Borrower, each of the Corporate Guarantors granted to
the Lender a valid first lien security interest in and
to certain Collateral, as more fully and accurately
described in the Loan Agreement; and
WHEREAS, as of February 20, 1991, Emanuel N.
Logothetis, as the guarantor (hereinafter referred to
as the "Individual Guarantor"), executed and delivered
to the Lender, as the lender, a certain Individual
Guaranty, pursuant to which the Individual Guarantor
agreed to guaranty the full, prompt and unconditional
payment of when due of any and all present and future
obligations or liabilities of any kind of the Borrower
owing to the Lender, including, without limitation,
repayment in full of the Revolving Credit Loan
(hereinafter referred to as the "Individual Guaranty");
and
WHEREAS, as of February 20, 1991, each Corporate
Guarantor, collectively as the guarantor, executed and
delivered to the Lender, as the lender, a separate
Corporate Guaranty, pursuant to which each Corporate
Guarantor agreed to guaranty the full, prompt and
unconditional payment of when due of any and all
present and future obligations or liabilities of any
kind of the Borrower owing to the Lender, including,
without limitation, repayment in full of the Revolving
Credit Loan (hereinafter referred to as the "Corporate
Guaranty"); and
WHEREAS, on January 17, 1991, the Borrower, as the
assignor, delivered to the Lender, as the assignee, a
certain Assignment of Life Insurance Policy as
Collateral with respect to that certain life insurance
policy no. U01426631 issued by the Hartford Insurance
Company upon the life of the Individual Guarantor
(hereinafter referred to as the "Assignment #1"), as
collateral security for the Borrower's obligations
under the Loan Agreement; and
WHEREAS, on February 20, 1991, Joule Maintenance
Corporation, as successor-in-interest to Joule
Maintenance Corp., as the assignor, executed and
delivered to the Lender, as the assignee, a certain
Collateral Assignment of Contract Proceeds with respect
to that certain contract between Joule Maintenance
Corporation and the United States Government identified
as Contract No. DAHC21-85-C-0021 (hereinafter referred
to as the "Assignment #2"), as collateral security for
the repayment of the liabilities and obligations of
Joule Maintenance Corporation to the Lender under the
Loan Agreement and the Corporate Guaranty; and
WHEREAS, on September 1, 1991, the Borrower, as
the maker, executed and delivered to the Lender, as the
payee, a certain Promissory Note for the purpose of
extending the term of the Revolving Credit Loan from
the then current maturity date of September 1, 1991, to
a new maturity date of January 15, 1992 (hereinafter
referred to as the "Extension Agreement #1"); and
WHEREAS, on January 15, 1992, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain Master Advance Note for the purpose of
extending the term of the Revolving Credit Loan from
the then current maturity date of January 15, 1992 to a
new maturity date of January 31, 1993 (hereinafter
referred to as the "Extension Agreement #2"); and
WHEREAS, on January 31, 1993, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain Master Advance Note for the purpose of
extending the term of the Revolving Credit Loan from
the then current maturity date of January 31, 1993 to a
new maturity date of January 31, 1994 (hereinafter
referred to as the "Extension Agreement #3"); and
WHEREAS, on January 31, 1994, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain Master Advance Note for the purpose of
extending the term of the Revolving Credit Loan from
the then current maturity date of January 31, 1994 to a
new maturity date of March 31, 1994 (hereinafter
referred to as the "Extension Agreement #4"); and
WHEREAS, on March 31, 1994, the Borrower, the
Corporate Guarantors, the Individual Guarantor and the
Lender entered into a certain First Modification and
Extension Agreement for the purposes of (i) in Article
I, Section 1.1 of the Loan Agreement, extending the
Termination Date of the Revolving Note from the then
current Termination Date of "March 31, 1994" to a new
Termination Date of "January 31, 1995"; (ii) amending
and modifying the Lender's address from the old address
of "630 Franklin Boulevard, Somerset, New Jersey 08875"
to "4365 Route 1 South, Princeton, New Jersey 08540";
(iii) providing for a mutual waiver of jury trial; and
(iv) providing for semi-annual audits of Collateral
(hereinafter referred to as the "First Modification
Agreement"); and
WHEREAS, on March 31, 1994, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain First Allonge to $4,000,000.00
Revolving Note for the purposes of (i) extending the
maturity date of the Revolving Note from the then
current maturity date of "March 31, 1994" to a new
maturity date of "January 31, 1995" and (ii) amending
and modifying the Lender's address from the old address
of "630 Franklin Boulevard, Somerset, New Jersey 08875"
to "4365 Route 1 South, Princeton, New Jersey 08540"
(hereinafter referred to as the "First Allonge"); and
WHEREAS, as of January 31, 1995, the Borrower, the
Corporate Guarantors, the Individual Guarantor and the
Lender entered into a certain Second Modification and
Extension Agreement (hereinafter referred to as the
"Second Modification Agreement") for the purposes of
(i) in Article I, Section 1.1 of the Loan Agreement,
extending the Termination Date of the Revolving Note
from the then current Termination Date of "January 31,
1995" to a new Termination Date of "January 31, 1996";
(ii) in Article II, Section 2.4 of the Loan Agreement,
decreasing the interest rate from the existing interest
rate of "Base Rate plus one and one-half percent (1.5%)
per annum" to a new interest rate of "Base Rate plus
one percent (1.0%) per annum"; (iii) amending and
modifying the Lender's audits of Collateral from
semi-annual audits of Collateral to annual audits of
Collateral; and (iv) amending and modifying the
Lender's name from the existing name of "United Jersey
Bank/Central, N.A." to the new name of "United Jersey
Bank"; and
WHEREAS, as of January 31, 1995, the Borrower, as
the maker, executed and delivered to the Lender, as the
payee, a certain Second Allonge to $4,000,000.00
Revolving Note for the purposes of (i) extending the
maturity date of the Revolving Note from the then
current maturity date "January 31, 1995" to a new
maturity date of "January 31, 1996"; (ii) decreasing
the interest rate from the existing interest rate of
"Base Rate plus one and one-half percent (1.5%) per
annum" to the new interest rate of "Base Rate plus one
percent (1.0%) per annum"; and (iii) amending and
modifying the name of the Lender from the Lender's
existing name of "United Jersey Bank/Central, N.A." to
the Lender's new name of "United Jersey Bank"
(hereinafter referred to as the "Second Allonge"); and
WHEREAS, on August 23, 1995, the Borrower, the
Corporate Guarantors and the Lender entered into a
certain Third Modification and Extension Agreement
(hereinafter referred to as the "Third Modification
Agreement") for the purposes of (i) in Article I,
Section 1.1 of the Loan Agreement, increasing the
original aggregate principal amount of the Revolving
Credit Loan from the existing aggregate principal
amount of "$4,000,000.00" to the new increased
aggregate principal amount of "$4,500,000.00"; (ii) in
Article I, Section 1.1 of the Loan Agreement, extending
the Termination Date of the Revolving Note from the
then current Termination Date of "January 31, 1996" to
a new Termination Date of "May 31, 1996"; (iii) in
Article II, Section 2.2 of the Loan Agreement,
providing for the issuance of Letters of Credit; (iv)
providing for a new section of the Loan Agreement,
Section 5.23, which provides for the Borrower's Maximum
Debt to Tangible Net Worth Ratio of 2.0 -to- 1.0; (v)
in Article V of the Loan Agreement, providing for a new
section, Section 5.24, which provides for the
Borrower's Maximum Debt Service Coverage Ratio of 1.5
-to- 1.0; (vi) providing for a release of the
Individual Guarantor from the Individual Guaranty; and
(vii) amending and modifying the Lender's address from
the existing address of "4365 Route 1 South, Princeton,
New Jersey 08540" to a new address of "Raritan Plaza
II, Fieldcrest Avenue, Edison, New Jersey 08837"; and
WHEREAS, on August 23, 1995, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain Third Allonge to $4,000,000.00
Revolving Note for the purposes of (i) increasing the
original aggregate principal amount of the Revolving
Credit Loan from the existing aggregate principal
amount of "$4,000,000.00" to a new increased aggregate
principal amount of "4,500,000.00"; (ii) extending the
maturity date of the Revolving Note from the then
current maturity date of "January 31, 1996" to a new
maturity date of "May 31, 1996"; and (iii) amending
and modifying the Lender's address from the existing
address of "4365 Route 1 South, Princeton, New Jersey
08540" to a new address of "Raritan Plaza II,
Fieldcrest Avenue, Edison, New Jersey 08837"
(hereinafter referred to as the "Third Allonge"); and
WHEREAS, Joule Maintenance Corp. and Joule
Maintenance of Bayonne, Inc. were merged and
consolidated and Joule Maintenance Corporation is the
successor-in-interest to both companies; and
WHEREAS, on February 6, 1996, the Borrower, the
Corporate Guarantors and the Lender entered into a
certain Fourth Modification and Extension Agreement
(hereinafter referred to as the "Fourth Modification
Agreement") for the purposes of (i) in Article I,
Section 1.1 of the Loan Agreement, providing for the
definition of "Borrowing"; (ii) in Article I, Section
1.1 of the Loan Agreement, providing for the definition
of "Eurodollar Affiliate"; (iii) in Article I, Section
1.1 of the Loan Agreement, providing for the definition
of "Eurodollar Interest Period"; (iv) in Article I,
Section 1.1 of the Loan Agreement, providing for the
definition of "Eurodollar Interest Payment Date"; (v)
in Article I, Section 1.1 of the Loan Agreement,
providing for the definition of "Eurodollar Interest
Rate Determination Date"; (vi) in Article I, Section
1.1 of the Loan Agreement, providing for the definition
of "Eurodollar Portion"; (vii) in Article I, Section
1.1 of the Loan Agreement, providing for the definition
of "Eurodollar Rate"; (viii) in Article I, Section 1.1
of the Loan Agreement, providing of the definition of
"Eurodollar Rate Loans"; (ix) in Article I, Section
1.1 of the Loan Agreement, providing for the definition
of "Eurodollar Rate Taxes"; (x) in Article I, Section
1.1 of the Loan Agreement, providing for the definition
of "Eurodollar Reserve Percentage"; (xi) in Article
I, Section 1.1 of the Loan Agreement, providing for the
definition of "Funding Segment"; (xii) in Article II,
Section 2.4 of the Loan Agreement, deleting the
existing Section 2.4 and inserting a new Section 2.4
which provides that the Borrower may select an interest
rate from the interest rate options between either (1)
the Base Rate option or (2) the Eurodollar Rate Option;
(xiii) in a new section of Article II of the Loan
Agreement, Section 2.11, providing for the Borrower's
payment of an unused commitment fee; and (xiv) in a
new section of Article II of the Loan Agreement,
Section 2.12, providing for the special provisions
governing Eurodollar Rate Loans; and
WHEREAS, on February 6, 1996, the Borrower, as the
maker, executed and delivered to the Lender, as the
payee, a certain Fourth Allonge to $4,000,000.00
Revolving Note for the purpose of deleting the existing
Paragraph 2 of the Revolving Note and inserting a new
Paragraph 2 which provides that the interest rate to be
charged on the outstanding aggregate principal amount
of the Loan shall be set forth in Article II, Section
2.4 of the Loan Agreement (hereinafter referred to as
the "Fourth Allonge"); and
WHEREAS, as of even date herewith, the Borrower,
as the maker, has executed and delivered to the Lender,
as the payee, a certain Fifth Allonge to $4,000,000.00
Revolving Note for the purpose of extending the
maturity date of the Revolving Note from the existing
maturity date of "May 31, 1996" to a new maturity date
of "May 31, 1997" (hereinafter referred to as the
"Fifth Allonge"); and
WHEREAS, as of even date herewith, the Borrower,
the Corporate Guarantors and the Lender have agreed to
enter into this Fifth Modification and Extension
Agreement (hereinafter referred to as the "Fifth
Modification Agreement") for the purpose of in Article
I, Section 1.1 of the Loan Agreement, extending the
Termination Date of the Revolving Note from the
existing Termination Date of "May 31,1996" to a new
Termination Date of "May 31, 1997"; and
WHEREAS, all words and terms not defined herein
shall have the meaning as contained in the Loan
Agreement, as amended and modified up through and
including the Fourth Modification Agreement; and
WHEREAS, the aforesaid Revolving Note, the Loan
Agreement, the Corporate Guaranty, the Assignment #1,
the Assignment #2, the Extension Agreement #1, the
Extension Agreement #2, the Extension Agreement #3, the
Extension Agreement #4, the First Allonge, the First
Modification Agreement, the Second Allonge, the Second
Modification Agreement, the Third Allonge, the Third
Modification Agreement, the Fourth Allonge, the Fourth
Modification Agreement, the Fifth Allonge and any and
all of the documents, agreements, certificates and
instruments executed in connection herewith shall be
hereinafter collectively referred to as the "Loan
Documents"; and
NOW, THEREFORE, in consideration of these premises
and the mutual representations, covenants and
agreements of the Borrower, the Corporate Guarantors
and the Lender, each party binding itself and its
successors and assigns, does hereby promise, covenant
and agree as follows:
1. There is, as of May 31, 1996, presently due
and owing on the Revolving Note the principal sum
$2,598,000.00, without defense, offset or counterclaim,
all of which are hereby expressly waived by the
Borrower and the Corporate Guarantors as of the date
hereof. The foregoing principal balance is allocated
as follows: (a) $2,498,000.00 for outstanding Advances
of direct loans under the Note and (b) $46,000.00 for
Letters of Credit.
2. By execution hereof, the Borrower and the
Corporate Guarantors acknowledge and agree that the
Lender's consent to enter into this Fifth Modification
Agreement is contingent upon the following:
(a) the payment by the Borrower of all
costs, expenses and fees of the transaction
contemplated by this Fifth Modification Agreement,
including, but not limited to (i) all search costs and
expenses, (ii) all fees and expenses of the Lender's
attorneys and (iii) all accrued and unpaid interest up
to and including the date hereof; and
(b) the continued delivery by the Borrower
to the Lender of copies of all valid insurance
certificates with respect to worker's compensation,
general liability, umbrella liability and other
insurance required pursuant to the Loan Agreement, all
of which name the Lender as lender and/or loss payee
with respect to Accounts Receivable, Inventory,
Equipment and other corporate assets.
3. To the best of the Borrower's and each
Corporate Guarantor's knowledge, the Borrower and each
Corporate Guarantor represent that the liens on the
Collateral granted to the Lender under the Loan
Agreement, as amended and modified up through and
including this Fifth Modification Agreement, continue
to be valid and enforceable first lien on the
Collateral.
4. The Loan Agreement, as previously amended and
modified, is hereby further amended and modified, as
follows:
Article I, Section 1.1 (ll) of the Loan
Agreement shall be amended and modified by deleting the
existing Termination Date of "May 31, 1996" and
inserting the new Termination Date of "May 31, 1997" in
its place and stead.
5. The Loan Documents, as previously amended and
modified, are hereby further amended and modified to
delete any and all references to the existing maturity
date of the Revolving Credit Loan of "May 31, 1996" and
to insert in its place and stead a new maturity date of
"May 31, 1997".
6. To the best of the Borrower's and each of the
Corporate Guarantors' knowledge, all representations
and warranties contained in the Loan Documents, as
amended and modified through this Fifth Modification
Agreement are true, accurate and complete as of the
date hereof and shall be deemed continuing
representations and warranties so long as the Revolving
Credit Loan shall remain outstanding.
7. All other terms and conditions of the Loan
Documents, as amended and modified through this Fifth
Modification Agreement remain in full force and effect,
except as amended and modified herein, and the parties
hereto hereby expressly confirm and reaffirm all of
their respective liabilities, obligations, duties and
responsibilities under and pursuant to said Loan
Documents, including, without limitation, the
obligations of the Corporate Guarantors under the
Corporate Guaranty, as amended and modified by this
Fifth Modification Agreement.
8. It is the intention of the parties hereto
that this Fifth Modification Agreement shall not
constitute a novation and shall in no way adversely
affect or impair the lien priority of the Loan
Documents. In the event this Fifth Modification
Agreement, or any portion to affect the lien priority
of the Loan Documents, then to the extent such
instrument creates a charge upon the Loan Documents in
excess of that contemplated and permitted thereby, and
to the extent third parties acquiring an interest in
the Loan Documents between the time of recording of the
Loan Documents and the recording of this Fifth
Modification Agreement are prejudiced hereby, if any,
this Fifth Modification Agreement shall be void and of
no force and effect; provided, however, that
notwithstanding the foregoing, the parties hereto, as
between themselves, shall be bound by all terms and
conditions hereof until all indebtedness evidenced by
the Revolving Note shall have been paid in full and the
Revolving Credit Loan terminated.
9. The Borrower and the Corporate Guarantors do
hereby:
(a) ratify, confirm and acknowledge that, as
amended and modified hereby, the Loan Documents
continue to be valid, binding and in full force and
effect;
(b) covenant and agree to perform all of
their respective obligations contained in the Loan
Documents, as amended and modified hereby;
(c) represent and warrant that, after giving
effect to the transactions contemplated by this Fifth
Modification Agreement, no "Event of Default" (as such
term is defined in the Loan Agreement), exists or will
exist upon the delivery of notice, passage of time, or
both;
(d) acknowledge and agree that nothing
contained herein and no actions taken pursuant to the
terms hereof are intended to constitute a novation of
the Revolving Note and the Revolving Credit Loan, or
any waiver of the other Loan Documents, and do not
constitute a release, termination or waiver of any of
the liens, security interests or rights or remedies
granted to the Lender under the Loan Documents, all of
which liens, security interests, rights or remedies are
hereby ratified, confirmed and continued as security
for the Revolving Credit Loan, as amended and modified
hereby; and
(e) acknowledge and agree that the failure
by the Borrower and/or the Corporate Guarantors to
comply with or perform any of their respective
covenants, agreements or obligations contained herein
shall constitute an Event of Default under the Loan
Agreement.
IN WITNESS WHEREOF, the parties have caused this
Fifth Modification Agreement to be duly executed,
sealed and attested and/or witnessed, as appropriated,
and delivered, all as of the day and year first above
written.
[SEAL] JOULE, INC.
ATTEST:
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
MAINTENANCE ATTEST:
CORPORATION
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
MAINTENANCE OF
ATTEST: GIBBSTOWN, INC.
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
ENGINEERING CORP.
ATTEST:
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE TECHNICAL
ATTEST: CORPORATION
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
TEMPORARIES
ATTEST: CORPORATION
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
MAINTENANCE OF
ATTEST: NEW YORK, INC.
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] JOULE
MAINTENANCE OF
ATTEST: MARYLAND, INC.
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
[SEAL] TIGER
MAINTENANCE, INC.
ATTEST:
By:
Bernard G. Clarkin
Emanuel N. Logothetis
Secretary President
UNITED JERSEY
BANK
By:
Craig A.
Pasko
Vice
PresidentSTATE OF NEW JERSEY :
: ss.
COUNTY OF MIDDLESEX :
BE IT REMEMBERED, that on this ____ day of June,
1996, before me, the subscriber, an officer duly
authorized pursuant to N.J.S.A. 46:14-6 to take
acknowledgments for use in the State of New Jersey,
personally appeared Craig A. Pasko, who, I am satisfied
is the person who executed the within Instrument, as
the Assistant Vice President of United Jersey Bank, the
corporation named therein, and I having first made know
to him the contents thereof, he did thereupon
acknowledge that the said Instrument made by the said
corporation and sealed with its corporate seal and
delivered by him as such officer, is the voluntary act
and deed of said corporation, made by virtue of
authority from its Board of Directors, for the uses and
purposes therein expressed.
Notary Public of the State of
New Jersey
STATE OF NEW JERSEY :
: ss.
COUNTY OF MORRIS :
BE IT REMEMBERED, that on this ____ day of June,
1996, before me, the subscriber, an officer duly
authorized pursuant to N.J.S.A. 46:14-6 to take
acknowledgments for use in the State of New Jersey,
personally appeared Emanuel N. Logothetis, who, I am
satisfied is the person who executed the within
Instrument, as the President of United Joule, Inc.,
Joule Maintenance Corporation, Joule Maintenance of
Gibbstown, Inc., Joule Engineering Corp., Joule
Technical Corporation, Joule Temporaries Corporation,
Joule Maintenance of New York, Inc., Joule Maintenance
of Maryland, Inc. and Tiger Maintenance, Inc., the
corporations named therein, and I having first made
know to him the contents thereof, he did thereupon
acknowledge that the said Instrument made by said
corporations and sealed with their corporate seals and
delivered by him as such officer, is the voluntary act
and deed of said corporations, made by virtue of
authority from their respective Boards of Directors,
for the uses and purposes therein expressed.
Notary Public of the State of
New Jersey
EXHIBIT 13
Annual
Report
1996
JOULE' INC and SUBSIDIARIES
COMPANY and INDUSTRY OVERVIEW
JOULE' is a publicly owned American Stock Exchange
technical staffing services company, founded over 30
years ago, that specializes in changing the "fixed
overhead" of Fortune 500 companies into "variable
overhead" through outsourcing of non-core staffing
needs.
Outsourcing allows a company to turn over various
support positions to specialized outside vendors so
that it can concentrate on building and managing its
core business. At the same time it enjoys the benefit
of a more variable cost structure along with improved
quality since the outsourcing vendor must be
competitive as well as specialized in its field.
Today's global economy demands that companies
constantly strive to become more efficient and flexible
in order to survive and prosper.
JOULE' accomplishes this by supplying thousands of
employees each year to its customers who are billed on
an hourly basis. The staffing services business markets
through thirteen branches, mainly in the New Jersey
area, using the trademarks "JOULE' Technical Staffing
Services", "JOULE' Industrial Services" and "People
Providers".
As companies have re-engineered their operations,
market opportunities have continued to develop for
JOULE'. More and more companies in an increasing number
of industries are seeking the advantages of outsourcing
staffing, thereby improving the quality of their
support services while also better controlling their
costs. JOULE' believes this trend toward outsourcing
will continue to offer excellent growth opportunities
for us in the future.
Contents
1 Selected Financial Information
2 Letter to Shareholders
4 Management's Discussion and Analysis of
Financial Condition and Results of Operations
6 Financial Statements
12 Accountants' Report and Stock Market
Information
IBC Corporate Data
<PAGE>
Joule' Inc. and Subsidiaries
<TABLE>
CAPTION>
Selected Financial Information
Year Ended September 30,
1996 1995 1994 1993 1992
(In thousands, except per share data)
<S> <C>
<C> <C> <C>
<C>
Revenues $48,449 $43,641
$36,216 $ 32,123 $29,377
Net Income (Loss) 1,026 938
710 (3,376)(1) 461
Net Income (Loss) Per Share 0.28
0.26 0.20 (0.93)(1)
0.13
Total Assets 10,809
10,802 8,576 6,508
11,636
Long Term Debt 431
456 424 --
--
Total Liabilities 5,710
6,883 5,609 4,251
6,003
<FN>
(1) Includes a non-recurring net charge of $3,955,000
or $1.10 per share (after a related tax benefit of
$2,026,000) to eliminate the carrying value of claims
with a U.S. Government Agency.
</TABLE>
1
<PAGE>
JOULE' INC. And SUBSIDIARIES
TO OUR SHAREHOLERS
Fiscal 1996 was a year of growth for JOULE'. We
achieved record revenues for the fifth consecutive year
and continued to invest in our future through the
expansion of our infrastructure, further development of
our markets, and greater strategic positioning to
capitalize on new opportunities in the years to come.
Revenues for fiscal 1996 were $48.4 million, an
increase of 11 percent from fiscal 1995 revenues of
$43.6 million. This increase has put our five-year
compound average growth in revenues at 16 percent. Net
income also continued to improve for fiscal 1996 to
$1.0 million, or $0.28 per share, from $938,000, or
$0.26 per share, for fiscal 1995. Excluding a
non-recurring charge in fiscal 1993 for the write-off
of claims against a U.S. government agency, earnings
have grown every year since fiscal 1990.
We achieved earnings growth in fiscal 1996 despite the
completion of certain work during the fourth quarter
that carried lower than expected margins. We have
focused on reducing this type of work, which
constitutes less than 10 percent of our business.
Financial results for fiscal 1996 also reflect recent
investments in our infrastructure to support the much
higher level of business that we are striving to
achieve. Over the past two years we have significantly
expanded our training facilities, installed new
telecommunications and computer systems that link our
branches together, and further strengthened our
management ranks.
In fiscal 1996, we refined JOULE' s business strategy
and focused on outstanding areas of opportunity. We are
dedicated to continue developing JOULE' into the
premier regional provider of staffing services,
primarily in the technical areas of engineering,
design, scientists, and lab technicians.
More companies are looking to JOULE' for skilled
professionals that can meet their specialized needs. We
have been successful in providing high value-added
services for major companies in several industries,
including the pharmaceutical, petroleum refining, and
telecommunications industries. Our capabilities and
services were recognized in fiscal 1996 when a major
pharmaceutical company selected JOULE' over national
temporary service providers to be the primary vendor
for its technical staffing needs. As the
vendor-on-premise for this company, we will provide our
client assistance in integrating our temporary
technical staff into their operations with an on-site
representative. This appointment is a major
breakthrough for a regional staffing company, as more
large companies are moving toward this concept for
their staffing service needs. This new relationship
will havea positive impact on our fiscal 1997 results,
and we are optimistic that it will help us extend our
reach to other major companies to secure additional
primary vendor and vendor-on-premise appointments.
<PAGE>
In addition to pursuing growth internally, the Company
is also exploring business opportunities through
strategic alliances including mergers and acquisitions.
In fiscal 1996, two outstanding financial professionals
joined JOULE' s board of directors. We are confident
that these individuals will enhance our company with
their financial acumen and extensive business
experience.
We have made significant progress during fiscal 1996
and are optimistic about our potential for further
growth. The Company continues to strengthen its
competitive edge as we focus on developing our core
strength as a technical staffing services company. This
niche market holds significant promise for us within
the multi-billion dollar staffing industry, even as
some sectors of the industry are experiencing
increasing competitive pressures.
I wish to thank our shareholders for their continued
support, and our dedicated employees for making fiscal
1996 a success and positioning the Company for further
growth and development in fiscal 1997 and beyond.
Emanuel N. Logothetis
Chairman, President and Chief Executive Officer
<PAGE>
Joule' Inc. and Subsidiaries
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
The following table sets forth the percentage
relationship of certain items in the Company's
consolidated statements of income:
Year Ended September 30,
1996 1995 1994
Revenues
100.0% 100.0% 100.0%
Costs, expenses and other
Cost of services
83.2 83.1 84.1
Selling, general & administrative
expenses
12.9 12.5 12.4
Interest expense
0.6 0.9 0.7
Other
-- 0.1 --
Income before income tax provision 3.3
3.4 2.8
Income tax provision
1.2 1.3 0.8
Net income
2.1 2.1 2.0
The Company's revenues are derived from providing
staffing services to its customers. Revenues increased
11% to $48.4 million in fiscal 1996, from $43.6 million
in 1995. 1995 revenues were 21% higher than in 1994
when they amounted to $36.2 million. Over 90% of
revenue in each year is billed on a cost plus basis.
Such services include providing office and light
industrial workers, engineering and technical
personnel, and skilled craft industrial plant and
facility maintenance labor. Office and light industrial
revenue increased 10% to $15.0 million in 1996 from
$13.6 million in 1995, following a 25% increase in 1995
over 1994 revenue of $10.9 million. Engineering and
technical staffing revenue was $11.6 million in 1996, a
32% increase over 1995 revenue of $8.8 million. This
followed a 35% increase over 1994 revenue of $6.5
million. Skilled craft revenue increased 3% in 1996 to
$21.9 million, while 1995 revenue of $21.2 million
represented a 13% increase over 1994 revenue of $18.8
million. The increases in revenue during these years
were attributable to increased demand for such
services. The demand for technical skills has been the
major source of such growth in recent years and the
Company intends to continue to pursue existing and new
niches with technical requirements in particular.
Cost of services was 83.2% of revenue in fiscal 1996
compared to 83.1% of revenue in 1995 and 84.1% in 1994.
These expenses consist primarily of compensation to
employees on assignment to clients and related costs,
including social security, unemployment taxes, general
liability and workers' compensation insurance, and
other costs of services. Selling, general and
administrative expenses amounted to $6.2 million in
1996, compared to $5.4 million in 1995 and $4.5 million
in 1994. Such expenses were 12.9%, 12.5%, and 12.4% of
revenues in 1996, 1995 and 1994, respectively. The
increase in 1996 reflects additional expenses in
anticipation of higher sales levels that did not
materialize. Selling, general and administrative
expenses include the salaries and related costs of
staff employees, advertising, professional fees,
depreciation, provision for the allowance for doubtful
accounts and other costs related to maintaining the
Company's branch offices.
<PAGE>
Interest expense decreased to $311,000 in 1996 from
$396,000 in 1995 as average borrowings, as well as
interest rates, decreased. Lower average borrowing and
lower interest rates in 1994 than 1995 resulted in
lower interest expense of $269,000. The effective tax
rate was 37% in 1996, 38% in 1995 and 30% in 1994. The
lower rate in 1994 was principally due to greater
utilization of loss carry forwards and job tax credits.
As a result of the above, net income increased to
$1,026,000 or $0.28 per share in 1996 compared with net
income of $938,000 or $0.26 per share in 1995, and
$710,000 or $0.20 per share in 1994.
Liquidity and Capital Resources
Current assets at September 30, 1996 were $8,623,000 as
compared to $8,902,000 at September 30, 1995 and
current liabilities were $5,279,000 compared to
$6,427,000 as of September 30, 1995. Employees
typically are paid on a weekly basis. Clients generally
are billed on a weekly basis. The Company has generally
utilized bank borrowings to meet its working capital
needs. The Company has a $4,500,000 bank line of
credit; loans thereunder are secured principally by
receivables and bear interest at the bank's prime rate
with a LIBOR plus two and one quarter percent option;
$2,343,000 was outstanding under this line as of
September 30, 1996.
The Company invested approximately $220,000 in new
computer related systems as well as $280,000 in
vehicles during 1996. The Company believes that
internally generated funds and available borrowings
will provide sufficient cash flow to meet its
requirements for the next 12 months.
<PAGE>
Joule' Inc. and Subsidiaries
<TABLE>
Consolidated Statements of Income
<CAPTION>
Year Ended September 30,
1996 1995 1994
<S>
<C> <C>
<C>
Revenues
$48,449,000 $43,641,000 $36,216,000
Costs, Expenses, and Other:
Cost of services
40,293,000 36,245,000 30,456,000
Selling, general and administrative
expenses
6,231,000 5,434,000 4,496,000
Interest expense
311,000 396,000 269,000
Other
(13,000) 53,000
(19,000)
Income Before Income Tax Provision 1,627,000
1,513,000 1,014,000
Income Tax Provision (Note 5) 601,000
575,000 304,000
Net Income
$ 1,026,000 $ 938,000 $ 710,000
Net Income Per Common Share $0.28
$0.26 $0.20
Average Number of Shares and
Equivalents Outstanding
3,651,000 3,628,000 3,623,000
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
Joule' Inc. and Subsidiaries
<CAPTION>
Consolidated Balance Sheets
September 30,
Assets
1996
1995
<S>
<C>
<C>
Current Assets:
Cash
$ 175,000 $
70,000
Accounts receivable, less allowance for doubtful
accounts
of $217,000 and $140,000 in 1996 and 1995,
respectively (Note 7)
8,128,000 8,514,000
Prepaid expenses and other current assets
320,000 318,000
Total Current Assets
8,623,000 8,902,000
Property and Equipment, Net of Accumulated Depreciation
of
$2,844,000 and $2,470,000 in 1996 and 1995,
respectively 2,019,000 1,698,000
Goodwill
108,000 132,000
Other Assets
59,000 70,000
$10,809,000
$10,802,000
Liabilities and Stockholders' Equity
Current Liabilities:
Loans payable to bank
$ 2,343,000 $4,105,000
Accounts payable and accrued expenses
1,817,000 1,137,000
Accrued payroll and related taxes
1,094,000 1,083,000
Income taxes
-- 77,000
Current portion of long term debt
25,000 25,000
Total Current Liabilities
5,279,000 6,427,000
Long Term Debt
431,000 456,000
Total Liabilities
5,710,000 6,883,000
Stockholders' Equity:
Preferred stock, $.01 par value:
Authorized 500,000 shares, none outstanding
--
--
Common stock, $.01 par value:
Authorized 10,000,000 shares-issued 3,807,000
and
3,760,000 shares in 1996 and 1995,
respectively 38,000 38,000
Paid-in capital
3,637,000 3,502,000
Retained earnings
1,813,000 787,000
5,488,000 4,327,000
Less: Cost of 146,400 and 150,000 shares of common
stock held in treasury in 1996 and 1995,
respectively 389,000 408,000
Total Stockholders' Equity
5,099,000 3,919,000
$10,809,000
$10,802,000
<FN>
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
Joule' Inc. and Subsidiaries
<TABLE>
Consolidated Statements of Changes in Stockholders'
Equity
<CAPTION>
Number of
Retained
Shares of
Common Paid-in Earnings Treasury
Common Stock
Stock Capital (Deficit) Stock
<S>
<C> <C> <C>
<C> <C>
Balances, September 30, 1993 3,750,000
$38,000 $3,488,000 $ (861,000) $(408,000)
Year Ended September 30, 1994:
Net Income
-- -- --
710,000 --
Balances, September 30, 1994 3,750,000
38,000 3,488,000 (151,000) (408,000)
Year Ended September 30, 1995:
Net Income
-- -- --
938,000 --
Stock Options Exercised 10,000
-- 14,000 --
--
Balances, September 30, 1995 3,760,000
38,000 3,502,000 787,000 (408,000)
Year Ended September 30, 1996:
Net Income --
-- -- 1,026,000
--
Issuance of 3,600 Treasury
Shares at $51 1/8 per share --
-- --
-- 19,000
Stock Options Exercised 47,000
-- 135,000 --
--
Balances, September 30, 1996 3,807,000
$38,000 $3,637,000 1,813,000 $(389,000)
<FN>
See accompanying notes to consolidated financial
statements.
</TABLE>
Joule' Inc. and Subsidiaries
<TABLE>
Consolidated Statements of Cash Flows
<CAPTION>
Year Ended September 30,
1996 1995
1994
<S>
<C> <C>
<C>
Cash Flows from Operating Activities:
Net income $
1,026,000 $ 938,000 $ 710,000
Adjustments to reconcile net income to net
cash flows provided by (used in)
operating activities:
Depreciation and amortization
400,000 346,000 232,000
Loss from disposal of equipment
-- 4,000 --
Provision for losses on accounts receivable
109,000 120,000
65,000
Changes in operating assets and liabilities:
Accounts receivable
277,000 (2,341,000) (1,322,000)
Prepaid expenses and other assets
7,000 404,000 (295,000)
Accounts payable and accrued expenses
680,000 231,000 (8,000)
Accrued payroll and related taxes
11,000 382,000 210,000
Income taxes
(77,000) (138,000) 165,000
Net cash flows provided by (used in)
operating activities
2,433,000 (54,000) (243,000)
Cash Flows from Investing Activities:
Acquisitions of property and equipment
(695,000) (738,000) (741,000)
Net cash flows used in investing
activities
(695,000) (738,000)
(741,000)
Cash Flows from Financing Activities:
Increase (decrease) in loans payable to
bank
(1,762,000) 742,000
567,000
Payment of long term debt
(25,000) (19,000) --
Additions to long term debt
-- 76,000 424,000
Exercise of stock options
154,000 14,000 --
Net cash flows provided by (used in)
financing activities
(1,633,000) 813,000 991,000
Net Change in Cash
105,000 21,000 7,000
Cash, Beginning of Period
70,000 49,000 42,000
Cash, End of Period $
175,000 $ 70,000 $ 49,000
Supplemental Cash Flow Information:
Interest paid
$ 318,000 $ 410,000 $
262,000
Income taxes paid $
763,000 $ 722,000 $ 149,000
<FN>
See accompanying notes to consolidated financial
statements.
</TABLE>
<PAGE>
Joule' Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1--Summary of Significant Accounting Policies:
Basis of Presentation--The consolidated financial
statements include the accounts of JOULE' INC. and its
wholly-owned subsidiaries. All significant intercompany
transactions have been eliminated in consolidation.
Use of Estimates--The preparation of accrual basis
financial statements requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of
revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Property and Equipment--Property and equipment are
stated at cost. Depreciation has been provided by use
of various methods, primarily straight-line, at rates
based upon estimated useful lives of 3 to 5 years for
automotive equipment and 5 to 10 years for machinery,
equipment, furniture and fixtures. Improvements to
leasehold property are amortized on the straight-line
method over the remaining lease term or useful lives of
related property, whichever is shorter. Buildings are
depreciated over 30 years.
Revenue Recognition--Revenue is recorded after services
are rendered.
Income Taxes--The Company accounts for income taxes
pursuant to the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income
Taxes" which utilizes the liability method and results
in the determination of deferred taxes based on the
estimated future tax effects of differences between the
financial statement and tax bases of assets and
liabilities using enacted tax rates currently in
effect.
Net Income Per Share--Net income per share is based
upon the weighted average number of shares and common
stock equivalents outstanding during each year. Common
stock equivalents consist of outstanding stock options
using the treasury stock method, if dilutive.
Goodwill--Goodwill is being amortized over a period of
approximately ten years. Amortization of goodwill
amounted to $24,000 in 1996, 1995 and 1994,
respectively.
Long-Lived Assets--During 1996, the Company adopted the
provisions of Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets" (SFAS 121). SFAS 121 requires, among
other things, that an entity review its long-lived
assets and certain related intangibles for impairment
whenever changes in circumstances indicate that the
carrying amount of an asset may not be fully
recoverable. As a result of its review, the Company
does not believe that any impairment currently exists
related to the long-lived assets.
Stock Based Compensation--The Financial Accounting
Standards Board issued a standard, "Accounting for
Stock-Based Compensation" (SFAS 123). SFAS 123 requires
that an entity account for employee stock compensation
under a fair value based method. However, SFAS 123 also
allows an entity to continue to measure compensation
cost for employee stock-based compensation arrangements
using the intrinsic value based method of accounting
prescribed by APB Opinion No. 25, "Accounting for Stock
Issued to Employees" (Opinion 25). Entities electing to
remain with the accounting under Opinion 25 are
required to make pro forma disclosures of net income
and earnings per share as if the fair value based
method of accounting under SFAS 123 has been applied.
The accounting and disclosure requirements of this
standard are effective for the Company's 1997 fiscal
year. The Company expects to continue to account for
employee stock-based compensation under Opinion 25.
Note 2--Property and Equipment:
Property and equipment consists of:
September 30,
1996 1995
Machinery and equipment
$2,268,000 $1,902,000
Furniture and fixtures
539,000 529,000
Automotive equipment
1,015,000 733,000
Building and leasehold improvements
287,000 250,000
Buildings
584,000 584,000
Land
170,000 170,000
4,863,000 4,168,000
Less: Accumulated depreciation and
amortization
2,844,000 2,470,000
$2,019,000 $1,698,000
Note 3--Loans Payable to Bank and Long Term Debt:
The Company has an annual renewable line of credit of
$4,500,000 with interest at its bank's prime rate with
a LIBOR plus two and one-quarter percent option. At
September 30, 1996 $2,157,000 of the line of credit was
unused, substantially all of which was available for
use. Related loans are collateralized principally by
accounts receivable.
There is a mortgage loan for $456,000 on the Company's
staffing operations building. At September 30, 1996
$25,000 was due within one year and classified as a
current liability. Additional principal payments
approximating $25,000 per year will be made until
December 1999, when there will be a balloon payment due
for the balance. The interest rate is the bank's base
rate plus 11 1/2%.
<PAGE>
Note 4--Stock Option Plan:
In fiscal 1992, the Company adopted a new StockOption
Plan. The plan provides for the grant of non-qualified
or incentive stock options covering up to an aggregate
of 500,000 shares of common stock to directors,
officers, and other employees of the Company. The
option price cannot be less than the fair market value
of the stock at the time the options are granted. At
September 30, 1996, there were 15,000 stock options
outstanding at prices ranging from $3.50 to $4.25 under
this plan. None of these is exercisable. There were
also 6,500 stock options outstanding at September 30,
1996 from a previous stock option plan at prices
ranging from $2.63 to $6.13. In 1996 and 1995,
respectively, 47,000 and 10,000 options were exercised
and, in 1996, 15,000 were granted at prices ranging
from $3.50 to $4.25. No options were granted, canceled
or exercised in 1994.
Note 5--Income Taxes:
Comparative analysis of the provisions for income taxes
follows:
September 30,
1996 1995
1994
Current:
Federal
$454,000 $446,000 $213,000
State and Local
147,000 129,000 91,000
$601,000 $575,000 $304,000
The provision for income taxes varied from the tax
computed at the U.S. Federal statutory rates of 34% in
fiscal 1996, 1995 and 1994 for the following reasons:
September 30,
1996 1995
1994
U.S. Federal at statutory rates $553,000
$514,000 $345,000
State income taxes, net of
Federal tax benefit
98,000 85,000 61,000
Utilization of operating loss
carryforward
(52,000) -- (16,000)
Job Tax Credits
-- (16,000) (90,000)
Other
2,000 (8,000) 4,000
$601,000 $575,000 $304,000
Note 6--Commitments and Contingencies:
The Company's facilities are leased under
noncancellable terms expiring through 2000. Rent
expense was $273,000, $275,000 and $295,000 for the
years ended September 30, 1996, 1995 and 1994,
respectively.
Aggregate rentals for the remaining lease terms at
September 30, 1996 are as follows:
Year Ending September 30,
1997 $ 76,000
1998 17,000
1999 16,000
2000 1,000
$110,000
Note 7--Transactions with Major Stockholders and
Affiliates:
The Company rented facilities from certain of its
stockholders and their affiliates for approximately
$199,000, $199,000 and $208,000 for the years ended
September 30, 1996, 1995 and 1994, respectively. At
September 30, 1996, the Company had lease commitments
of $37,000, $16,000, $16,000 and $1,000 for the years
ending September 30, 1997, 1998, 1999 and 2000,
respectively, for these facilities.
The Company paid various major stockholders legal and
consulting fees of $21,000, $16,000 and $13,000 for the
years 1996, 1995 and 1994; and accounts receivable
include amounts due from affiliates and stockholders of
$1,198,000, $1,038,000 and $885,000 at September 30,
1996, 1995 and 1994, respectively. Substantially all of
the amount receivable at September 30, 1996,
representing amounts owing from Kahle Engineering
Corp., has been guaranteed by the Company's principal
shareholder.
Note 8--Geographic Information:
The Company is engaged in the staffing services
business, providing personnel to business and industry.
The Company derived 68%, 67% and 70%, of its revenues
from services provided to customers in New Jersey in
1996, 1995 and 1994, respectively.
<PAGE>
Report of Independent Public Accountants
To the Stockholders and
Board of Directors of Joule' Inc.
We have audited the accompanying consolidated balance
sheets of Joule' Inc. (a Delaware corporation) and
subsidiaries as of September 30, 1996 and 1995 and the
related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the
three years in the period ended September 30, 1996.
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 in accordance with generally
accepted auditing standards. Those standards 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. An
audit also includes assessing the accounting principles
used and significant estimates made by management, as
well as evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Joule' Inc. and subsidiaries as
of September 30, 1996 and 1995, and the results of
their operations and their cash flows for each of the
three years in the period ended September 30, 1996 in
conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
November 19, 1996
Stock Market Information
Market for Registrant's Common Equity and Related
Stockholder Matters
The Company's Common Stock is traded on the American
Stock Exchange under the symbol JOL. The high and low
sales prices for the Common Stock as reported by the
American Stock Exchange were as follows:
High
Low
Calendar 1994
Fourth Quarter
23 1/4 13 1/4
Calendar 1995
First Quarter
3 13 1/4
Second Quarter
3 2
Third Quarter
43 1/4 2
Fourth Quarter
41 1/2 3 1/2
Calendar 1996
First Quarter
53 1/4 31 1/4
Second Quarter
81 1/4 31 1/4
Third Quarter
63 1/4 41 1/8
Fourth Quarter (through December 3)
53 1/8 35 1/8
As of November 29, 1996, there were approximately 800
holders of the Company's Common Stock. No cash
dividends have been declared on the Common Stock.
<PAGE>
Joule' Inc. and Subsidiaries
Corporate Data
Board of Directors
Richard P. Barnitt
Financial Consultant
Paul L. DeBacco
President
Michael Christopher Group Inc.
Anthony Grillo
Senior Managing Director
The Blackstone Group, L.P.
Robert W. Howard
Chairman of the Board
Reisen Lumber Industries, Inc.
Emanuel N. Logothetis
Chairman of the Board, President and Chief Executive
Officer
Nick M. Logothetis
President
Chartwell Consulting Group
Steven Logothetis
Attorney
Officers
Emanuel N. Logothetis
Chairman of the Board, President and Chief Executive
Officer
Bernard G. Clarkin
Vice President, Chief Financial Officer and Secretary
Philip DelVecchio
Vice President
John F. Logothetis
Vice President
Corporate Information
For a copy of Form 10-K or other information about the
Corporation, contact:
Investor Relations
Secretary
JOULE' Inc.
1245 Route 1 South
Edison, New Jersey 08837
(908)548-5444
Auditors
Arthur Andersen LLP
101 Eisenhower Parkway
Roseland, New Jersey 07068
Transfer Agent & Registrar
Continental Stock Transfer & Trust Co.
2 Broadway
New York, N.Y. 10275-0491
JOULE' Common Stock is traded on the American Stock
Exchange under the symbol JOL.
Annual Meeting
The annual meeting of JOULE' Inc. will be held on
Wednesday, February 5, 1997 at 10:30 a.m., at the Pines
Manor, Edison, New Jersey.
JOULE' Inc. Offices
Headquarters
1245 Route 1 South
Edison, New Jersey 08837
(908)548-5444
Fax (908)494-6346
1235 Route 1 South
Edison, NJ 08837
(908)906-0906
362 Parsippany Road
Parsippany, New Jersey 07054
(201)428-8100
1271 Paterson Plank Road
Secaucus, New Jersey 07094
(201)348-3677
The Atrium
80 Route 4 East
1st Floor, Suite 105
Paramus, New Jersey 07652
(201)845-0900
429 East Broad Street
Gibbstown, New Jersey 08027
(609)423-7500
(215)342-3300
1638 Tilton Road
Northfield, New Jersey 08225
(609)383-1433
2333 Whitehorse-Mercerville Road
Trenton, New Jersey 08619
(609)588-5900
77 Main Street
P.O. Box 7
Fishkill, New York 12524
(914)897-3900
2400 West Cypress Creek Road
Suite 100
Ft. Lauderdale, Florida 33309
(954)492-1110
4300-A Ridge Road
Baltimore, Maryland 21236
(410)284-3400
1500 N. Kings Highway Suite 104
Cherry Hill, New Jersey 08034
(609)216-0301
Designed by Curran & Connors, Inc.
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF
JOULE' INC.
Subsidiary
State of Incorporation
JOULE' Maintenance Corporation New Jersey
JOULE' Maintenance of Gibbstown, Inc. New Jersey
JOULE' Engineering Corp. New Jersey
JOULE' Technical Services, Inc. New Jersey
JOULE' Temporaries Corp. New Jersey
JOULE' Maintenance of New York, Inc. New York
JOULE' Maintenance of Maryland, Inc.
Maryland
Eisler Engineering Corp. New Jersey
20 Orchard St., Inc. New Jersey
<PAGE>
EXHIBIT 23.1
Arthur Andersen LLP
As independent public accountants, we hereby consent to
the incorporation of our report incorporated by
reference in this Form 10-K, into the Company's
previously filed Registration Statement File No.
33-57996.
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
December 30, 1996
<PAGE> EXHIBIT 27
[ARTICLE] 5
[CIK] 0000798168
[NAME] JOULE INC.
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END]
SEP-30-1996
[PERIOD-END]
SEP-30-1996
[CASH]
175
[SECURITIES]
0
[RECEIVABLES] 8,345
[ALLOWANCES]
217
[INVENTORY]
0
[CURRENT-ASSETS] 8,623
[PP&E] 4,863
[DEPRECIATION]
2,844
[TOTAL-ASSETS]
10,809
[CURRENT-LIABILITIES] 5,279
[BONDS]
431
[PREFERRED-MANDATORY]
0
[PREFERRED]
0
[COMMON]
38
[OTHER-SE] 5,061
[TOTAL-LIABILITY-AND-EQUITY] 10,809
[SALES]
0
[TOTAL-REVENUES]
48,449
[CGS]
0
[TOTAL-COSTS]
40,293
[OTHER-EXPENSES] 6,109
[LOSS-PROVISION]
109
[INTEREST-EXPENSE]
311
[INCOME-PRETAX] 1,627
[INCOME-TAX]
601
[INCOME-CONTINUING] 1,026
[DISCONTINUED]
0
[EXTRAORDINARY]
0
[CHANGES]
0
[NET-INCOME] 1,026
[EPS-PRIMARY]
.28
[EPS-DILUTED]
.28
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000798168
<NAME> JOULE INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 175
<SECURITIES> 0
<RECEIVABLES> 8,345
<ALLOWANCES> 217
<INVENTORY> 0
<CURRENT-ASSETS> 8,623
<PP&E> 4,863
<DEPRECIATION> 2,844
<TOTAL-ASSETS> 10,809
<CURRENT-LIABILITIES> 5,279
<BONDS> 431
0
0
<COMMON> 38
<OTHER-SE> 5,061
<TOTAL-LIABILITY-AND-EQUITY> 10,809
<SALES> 0
<TOTAL-REVENUES> 48,449
<CGS> 0
<TOTAL-COSTS> 40,293
<OTHER-EXPENSES> 6,109
<LOSS-PROVISION> 109
<INTEREST-EXPENSE> 311
<INCOME-PRETAX> 1,627
<INCOME-TAX> 601
<INCOME-CONTINUING> 1,026
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,026
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
