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, 1997 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, 1997 3,660,000 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 1997 1996 CURRENT ASSETS: Cash $129,000 $175,000 Accounts receivable, less allowance for doubtful accounts of $244,000 and $217,000 respectively 8,247,000 8,128,000 Prepaid expenses and other current assets 177,000 320,000 Total Current Assets 8,553,000 8,623,000 PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION 1,924,000 2,019,000 GOODWILL AND OTHER INTANGIBLES 96,000 108,000 OTHER ASSETS 46,000 59,000 $10,619,000 $10,809,000 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Loans payable to bank $2,150,000 $2,343,000 Current portion of long term debt 25,000 25,000 Accounts payable and accrued expenses 1,344,000 1,817,000 Accrued payroll and related taxes 1,141,000 1,094,000 Income taxes 29,000 --- Total Current Liabilities 4,689,000 5,279,000 LONG TERM DEBT 419,000 431,000 Total Liabilities 5,108,000 5,710,000 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 38,000 38,000 Paid-in capital 3,637,000 3,637,000 Retained earnings 2,225,000 1,813,000 LESS: Cost of 146,400 shares of common stock held in treasury 389,000 389,000 Total Stockholders' Equity 5,511,000 5,099,000 $10,619,000 $10,809,000 <FN> See accompanying notes to consolidated financial statements. </FN> Joule' Inc. and Subsidiaries Consolidated Statements of Income Three Months Ended Six Months Ended March 31, March 31, March 31, March 31, 1997 1996 1997 1996 REVENUES $12,471,000 $12,088,000 $23,414,000 $25,488,000 COSTS, EXPENSES, AND OTHER: COST OF SERVICES 10,113,000 10,057,000 19,200,000 21,086,000 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,796,000 1,496,000 3,434,000 3,155,000 INTEREST EXPENSE 52,000 89,000 114,000 201,000 OTHER (INCOME)/ EXPENSE (19,000) (26,000) (20,000) (20,000) INCOME BEFORE INCOME TAXES 529,000 472,000 686,000 1,066,000 INCOME TAXES 211,000 188,000 274,000 426,000 NET INCOME $318,000 $284,000 $412,000 $640,000 NET INCOME PER COMMON SHARE $0.09 $0.08 $0.11 $0.18 AVERAGE NUMBER OF SHARES AND EQUIVALENTS OUTSTANDING 3,663,000 3,646,000 3,663,000 3,645,000 <FN> <F1> See accompanying notes to consolidated financial statements. </FN> Joule' Inc. and Subsidiaries Consolidated Statements of Cash Flows Six Months Ended March 31, March 31, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $412,000 $640,000 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 223,000 184,000 Provision for losses on accounts receivable 44,000 36,000 Changes in operating assets and liabilities: Accounts receivable (163,000) 885,000 Prepaid expenses and other assets 154,000 230,000 Accounts payable and accrued expenses (473,000) 287,000 Accrued payroll and related taxes 47,000 (82,000) Income taxes 29,000 148,000 Net cash flows provided by operating activities 273,000 2,328,000 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions of property and equipment (114,000) (364,000) Net cash flows used in investing activities (114,000) (364,000) CASH FLOWS FROM FINANCING ACTIVITIES: Decrease in loans payable to bank (193,000) (1,907,000) Payment of long term debt (12,000) (12,000) Proceeds from exercise of stock options --- 7,000 Net cash flows used in financing activities (205,000) (1,912,000) NET CHANGE IN CASH (46,000) 52,000 CASH, BEGINNING OF PERIOD 175,000 70,000 CASH, END OF PERIOD $129,000 $122,000 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $114,000 $191,000 Income taxes paid $80,000 $278,000 <FN> See accompanying notes to consolidated financial statements. </FN> 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 principals 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 staffing services to its customers. Such services include providing office and light industrial workers, engineering and technical personnel, and skilled craft industrial plant and facility maintenance labor. Over 90% of revenue in each period was billed on a direct cost plus markup basis. Revenues increased 3% to $12.5 million during the three months ended March 31, 1997 from $12.1 million for the year earlier period. Revenues for the first six months of fiscal 1997 amounted to $23.4 million, an 8% decrease from the prior year. Office and light industrial revenue increased 24% to $4.4 million, and 11% to $8.4 million for the respective three and six month periods ended March 31, 1997 as compared to the same periods a year ago. Engineering and technical staffing revenues rose 11% to $3.2 million, for the current quarter as compared to the prior year's quarter, and improved 4% to $5.9 million for the 1997 six month period over the 1996 six month period. Due largely to the adverse impact of the conclusion of certain long term contracts, principally in the first quarter of fiscal 1997, and to a lesser degree, the following quarter, skilled craft sales declined 13% to $4.9 million and 25% to $9.1 million from the respective comparable 1996 periods. The Company continues to strive to replace this business with new business. Cost of services improved to 81.1% of revenue in the current three months from 83.2% in the prior year and to 82.0% in the current six months compared to 82.7% 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 $1,796,000 and $3,434,000 in the three and six months ended March 31, 1997 compared to $1,496,000 and $3,155,000 a year earlier. These expenses amounted to 14.4% of revenue in the current three month period and 14.7% of revenue in the six months ended March 31,1997 compared to 12.4% for both prior year periods. 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. The 1997 percentage increases in selling, general and administrative expenses reflect the anticipation of higher sales levels which have not yet fully materialized. Interest expense amounted to $52,000 and $114,000 in the current three and six months periods compared to $89,000 and $201,000 in the prior year, as both average borrowings and interest rates decreased. The effective income tax rate was 40% for all periods presented. As a result of the above, net income improved to $318,000 or $.09 per share in the current three month period from $284,000 or $.08 per share a year ago; for the six months ended March 31, 1997, net income was $412,000 or $0.11 per share compared to $640,000 or $0.18 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 Current assets at March 31, 1997 were $8,553,000 as compared to $8,623,000 at September 30, 1996 and current liabilities were $4,689,000 compared to $5,279,000 as of September 30, 1996. 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 LIBOR plus two and one quarter percent or the bank's base rate, at the Company's option; $2,150,000 was outstanding under this line as of March 31, 1997. 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 12, 1997 E. N. Logothetis E. N. Logothetis, Chairman (Principal Executive Officer) May 12, 1997 Bernard G. Clarkin Bernard G. Clarkin, Vice President and Chief Financial Officer (Principal Financial Officer)