FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 (Mark One) ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-14926 Joule' Inc. (Exact name of registrant as specified in its charter) Delaware 22-2735672 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1245 Route 1 South, Edison, New Jersey 08837 (Address of principal executive officers) (Zip Code) (908) 548-5444 (Registrant's telephone number including area code) Indicate by check mark whether the Registrant (1) has filed all reports 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 As of May 6, 1996 3,615,000 shares of the Registrant's common stock were outstanding. Part I - Financial Information Item 1. Financial Statements Joule' Inc. and Subsidiaries Consolidated Balance Sheets March 31, September 30, ASSETS 1996 1995 CURRENT ASSETS: Cash $122,000 $70,000 Accounts receivable, less allowance for doubtful accounts of $159,000 and $140,000 in 1996 & 1995 respectively 7,593,000 8,514,000 Prepaid expenses and other current assets 91,000 318,000 Total Current Assets 7,806,000 8,902,000 PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION 1,890,000 1,698,000 GOODWILL AND OTHER INTANGIBLES 120,000 132,000 OTHER ASSETS 67,000 70,000 $9,883,000 $10,802,000 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Loans payable to bank $2,198,000 $4,105,000 Current portion of long term de 25,000 25,000 Accounts payable and accrued expenses 1,424,000 1,137,000 Accrued payroll and related taxes 1,001,000 1,083,000 Income taxes 225,000 77,000 Total Current Liabilities 4,873,000 6,427,000 LONG TERM DEBT 444,000 456,000 Total Liabilities 5,317,000 6,883,000 STOCKHOLDERS' EQUITY: Preferred stock,$.01 par value: Authorized 500,000 shares, none outstanding ---- ---- Common stock,$.01 par value: Authorized 10,000,000 shares-issued 3,760,000 38,000 38,000 Paid-in capital 3,509,000 3,502,000 Retained earnings 1,427,000 787,000 4,974,000 4,327,000 LESS: Cost of 150,000 shares of common stock held in treasury 408,000 408,000 Total Stockholders' Equity 4,566,000 3,919,000 $9,883,000 $10,802,000 <FN> <F1> See accompanying notes to consolidated financial statements. </FN> /TABLE Joule' Inc. and Subsidiaries Consolidated Statements of Income Three Months Ended Six Months Ended March 31 March 31, March 31, March 31, 1996 1995 1996 1995 REVENUES $12,088,000 $9,806,000 $25,488,000 $20,873,000 COSTS, EXPENSES, AND OTHER: COST OF SERVICES 10,057,000 8,336,000 21,086,000 17,547,000 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,496,000 1,265,000 3,155,000 2,572,000 INTEREST EXPENSE 89,000 94,000 201,000 191,000 OTHER (INCOME)/EXPENSE (26,000) (3,000) (20,000) 5,000 INCOME BEFORE INCOME TAXES 472,000 114,000 1,066,000 558,000 INCOME TAXES 188,000 43,000 426,000 212,000 NET INCOME $284,000 $ 71,000 $640,000 $346,000 NET INCOME PER COMMON SHARE $0.08 $0.02 $0.18 $0.10 AVERAGE NUMBER OF SHARES AND EQUIVALENTS OUTSTANDING 3,646,000 3,629,000 3,645,000 3,625,000 <FN> <F1> See accompanying notes to consolidated financial statements. </FN> /TABLE Joule' Inc. and Subsidiaries Consolidated Statements of Cash Flows Six Months Ended March 31, March 31, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $640,000 $346,000 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 184,000 152,000 Loss from disposal of equipment O 4,000 Provision for losses on accounts receivable 36,000 30,000 Changes in operating assets and liabilities: Accounts receivable 885,000 (106,000) Prepaid expenses and other assets 230,000 297,000 Accounts payable and accrued expenses 287,000 88,000 Accrued payroll and related taxes (82,000) 201,000 Income taxes 148,000 (215,000) Net cash flows from operating activities 2,328,000 797,000 CASH FLOWS USED IN INVESTING ACTIVITIES: Acquisitions of property and equipment (364,000) (528,000) CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: Decrease in loans payable to bank (1,907,000) (368,000) Payment on long term debt (12,000) (6,000) Additions to long term debt 0 76,000 Proceeds from exercise of stock options 7,000 14,000 Net cash flows from (used in) financing activities (1,912,000) (284,000) NET CHANGE IN CASH 52,000 (15,000) CASH, BEGINNING OF PERIOD 70,000 49,000 CASH, END OF PERIOD $122,000 $34,000 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $191,000 $189,000 Income taxes paid $278,000 $486,000 <FN> <F1> See accompanying notes to consolidated financial statements. </FN> /TABLE JOULE' INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1)The consolidated balance sheet at the end of the preceding fiscal year has been derived from the audited consolidated balance sheet contained in the Company's Form 10-K and is presented for comparative purposes. All other financial statements are unaudited. All unaudited amounts are subject to year end adjustments and audit, but the Company believes all adjustments, consisting only of normal and recurring adjustments, necessary to present fairly the financial position, results of operations and changes in cash flows for all interim periods presented have been made. The results of operations for interim periods are not necessarily indicative of the operating results for the full year. Footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with the published rules and regulations of the Securities and Exchange Commission. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K and Annual Report to Stockholders for the most recent fiscal year. JOULE' INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The Company's revenues are derived from providing labor outsourcing services to its customers. Revenues increased 23% to $12.1 million during the three months ended March 31, 1996 from $9.8 million a year earlier. Revenue for the first six months of fiscal 1996 amounted to $25.5 million, a 22% increase over the prior year. These increases reflected an expanded corporate customer base and better penetration of existing markets as demand for such services grew. The Company's outsourcing services include staffing services and industrial contracting. Staffing services revenue increased 30% to $6.4 million, and 36% to $13.3 million, for the respective three and six months ended March 31, 1996 compared to the same periods a year ago. Industrial contracting revenue increased to $5.7 million in the current quarter, which was 16% higher than a year earlier. Six month revenues increased 10% to $12.2 million from $11.1 million in the prior year period. Cost of services improved to 83.2% of revenue in the current three months from 85.0% in the prior year and to 82.7% in the current six months compared to 84.1% a year earlier. 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 $1,496,000 and $3,155,000 in the three and six months ended March 31, 1996 compared to $1,265,000 and $2,572,000 a year earlier. These expenses amounted to 12.4% of revenue in the current three month period compared to 12.9% in the prior year, and 12.4% of revenue in the six months ended March 31, 1996 compared to 12.3% a year earlier, as the Company continued to focus on cost containment. These expenses included the salaries and related costs of staff employees, provision for the allowance for doubtful accounts, advertising, professional fees and other costs related to maintaining the Company's branch offices. Interest expense amounted to $89,000 and $201,000 in the current three and six months periods compared to $94,000 and $191,000 in the prior year. The effective income tax rate was 40% in the current periods, an increase from 38% in the respective three and six month periods a year earlier because of the use of job tax credits in fiscal 1995. As a result of the above, net income improved to $284,000 or $0.08 per share in the current three month period from $71,000 or $0.02 per share a year ago; for the six months ended March 31, 1996, net income increased to $640,000 or $0.18 per share from $346,000 or $0.10 a share in the prior year. JOULE' INC. AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Liquidity and Capital Resources Working capital at March 31, 1996 was $2,933,000 compared to $2,475,000 at 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. The Company's bank agreed to lower the interest rate it charged the Company in February, 1996. The rate had been the bank's prime rate plus one percent. It was lowered to the prime rate, with a LIBOR plus two and one-quarter percent option; $2,198,000 was outstanding under this line as of March 31, 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. JOULE' INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Reports on Form 8-K No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized. JOULE' INC. (Registrant) May 10, 1996 E. N. Logothetis E. N. Logothetis, Chairman (Principal Executive Officer) May 10, 1996 Bernard G. Clarkin Bernard G. Clarkin, Vice President and Chief Financial Officer (Principal Financial Officer)