UNICCO SERVICE CO (Form Type: 10-K405, Filing Date: 09/24/2001)

1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 24, 2001 [ ] 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 333-42407 --------------- UNICCO SERVICE COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-2872501 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 275 GROVE STREET 02466 AUBURNDALE, MASSACHUSETTS (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (617) 527-5222 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE NOT APPLICABLE (TITLE OF CLASS) -------------- 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] --------------- DOCUMENTS INCORPORATED BY REFERENCE NOT APPLICABLE ================================================================================

2 UNICCO SERVICE COMPANY FORM 10-K FISCAL YEAR ENDED JUNE 24, 2001 TABLE OF CONTENTS <TABLE> <CAPTION> ITEM PART I PAGE <S> <C> <C> 1. Business..................................................................... 3 2. Properties................................................................... 7 3. Legal Proceedings............................................................ 7 4. Submission of Matters to a Vote of Security Holders.......................... 7 PART II 5. Market for Registrant's Common Equity and Related Stockholder Matters........ 7 6. Selected Financial Data...................................................... 8 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................................................................... 9 7A. Quantitative and Qualitative Disclosures About Market Risk................... 16 8. Financial Statements and Supplementary Data.................................. 18 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................................................................... 42 PART III 10. Directors and Executive Officers of the Registrant........................... 42 11. Executive Compensation....................................................... 45 12. Security Ownership of Certain Beneficial Owners and Management............... 45 13. Certain Relationships and Related Transactions............................... 46 PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............. 47 Signatures................................................................... 50 </TABLE> -2-

3 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Report, particularly in Items 1, 2, 3, 7 and 7A hereof, are forward-looking and represent the Company's expectations or beliefs concerning future events. Without limiting the foregoing, the words "believes," "anticipates," "expects," "intends," "will" and similar expressions are intended to identify forward-looking statements. The Company cautions that these and similar statements are subject to risks, uncertainties and assumptions that could cause actual results or events to differ materially from those described in such forward-looking statements. Factors which could cause such differences include the Company's degree of leverage, covenants and restrictions in the Company's debt agreements, dependence on key personnel, the short-term nature of the Company's contracts, potential environmental or other liabilities, competitive factors and pricing pressures, wage and insurance rates, assimilation of past or future acquisitions, general economic conditions and acts of third parties, as well as other factors which are described in the Company's Registration Statement on Form S-4 (File No. 333-42407) and from time to time in the Company's periodic reports filed with the Securities and Exchange Commission. PART I ITEM 1. BUSINESS BACKGROUND UNICCO Service Company ("UNICCO" and, together with its subsidiaries on a consolidated basis, the "Company") provides integrated facilities services to a broad base of industrial, commercial and institutional clients throughout the United States and Canada. The Company offers an extensive array of commercial, operational and administrative services to its customers, providing a single source solution for those services that can be cost-effectively outsourced. Services offered by the Company include industrial and mechanical engineering, plant operations, custodial and maintenance services and administrative services. UNICCO was founded as a Massachusetts corporation in 1949, and was reorganized as a Massachusetts business trust in 1988. UNICCO is a subchapter S company for federal and certain state income tax purposes. In June 1996, the Company consummated the strategic acquisition (the "Ogden Acquisition") of the Allied Facilities Services business of Ogden Corporation ("Ogden"). The Ogden Acquisition expanded the Company's geographic range to cover most of the United States and Canada. In October 1997, the Company consummated a $105 million Senior Subordinated Notes offering (the "Notes Offering") and entered into a $45 million Amended and Restated Revolving Credit Agreement (the "Credit Facility"). The net proceeds from the Notes Offering and the Credit Facility were used to repay approximately $84.8 million of indebtedness under the Company's existing credit facilities and $19.7 million to pay certain other indebtedness, fees and expenses incurred in connection with such financing. Effective February 1, 1998, the Company acquired 100% of the outstanding common stock of American Building Services, Inc. ("ABS"). The acquisition was accounted for as a purchase and the operations of ABS are included in the accompanying consolidated financial statements since the effective date of the acquisition. The aggregate purchase price was approximately $2.6 million in cash. Effective September 1, 1998, the Company acquired certain assets of Empire Maintenance Industries, Inc., a Canadian janitorial services company ("Empire"), for $4.4 million in cash. The acquisition was accounted for as a purchase and the operations of Empire are included in the accompanying consolidated financial statements since the effective date of the acquisition. In the fourth quarter of fiscal 1998, the Company's management and Advisory Board approved a plan to divest the Company's security business, which it acquired as part of the Ogden Acquisition. Effective December 28, 1998, the Company sold its security business for $12 million in cash. -3-

4 Effective December 31, 1999, the Company sold certain janitorial contracts, located primarily in the Midwest, for $4.05 million in cash with an additional contingent purchase price of $450,000. The Company received $440,000 of the contingent purchase price during the second quarter of fiscal 2001. During the second and third quarters of fiscal 2000, the Company repurchased $57.9 million of its Senior Subordinated Notes (see Note 2 of Notes to Consolidated Financial Statements). The Company's fiscal year ends on the last Sunday in June of each year. References herein to "fiscal 2001" refer to the Company's fiscal year ended June 24, 2001. GENERAL UNICCO offers a range of integrated outsourced facilities management and support services relating to the operation and maintenance of buildings and plants. These services are designed to optimize the facility's operating efficiency while relieving the Company's customers from the management and personnel burdens associated with non-core functions. The Company's building operation and maintenance services include traditional custodial functions such as janitorial and housekeeping services, and mechanical and plant maintenance, which are provided to customers across the Company's various market sectors. In connection with the Company's total facility management concept, the Company provides additional contract building services in the areas of grounds maintenance, mobile facilities maintenance, utility operations, energy management, recycling, snow removal and building systems controls. The Company also supplies certain facility support services and a combination of manufacturing and administrative support functions to its customers. The Company has partnered with a number of organizations in supplying process management and staffing in the areas of production support, warehousing, distribution, shipping and receiving, preventive and predictive maintenance of manufacturing equipment, vehicle maintenance, waste water treatment and chemical distribution systems maintenance and reprographic and mailroom operations support. The Company also selects, manages and integrates services provided by third parties into the Company's overall portfolio of services. For example, the Company is able to provide sub-contracted services in areas such as facility renovation, facility planning, space design and office relocation to relieve its customers of individually searching for and contracting with suppliers of these services. The Company has two operating units, a Commercial Division and an Industrial Division, which are regionally organized. The Company's customer service functions in these divisions are organized geographically under a system of regional managers. SERVICES The Company's principal service offerings are listed by category below. Engineering: - Mechanical Engineering - Energy Management - Planning/Scheduling - Space Planning - Power Generation Management - CAD Services - Plant Engineering - CMMS Programs - Environmental Commercial Services: - Janitorial/Housekeeping - Window Washing - Recycling - Pest Control - Relamping Services - Specialty Cleaning - Porter/Matron Services - Clean Rooms/High Tech - Snow Removal - Sterile Environment - Landscaping/Grounds Maintenance -4-

5 Operations & Maintenance: - Facility Management/Repair - Distribution Management - Production Equipment Maintenance/Repair - Waste Management - Warehouse Services and Inventory Control - Elevator/Escalator Maintenance - Utility Program Operation - Fleet Maintenance - Shipping/Receiving Services - Roof Repair - Construction Project Management - Telecommunications - Mobile Facilities Maintenance Administration: - Subcontract Administration - Audio/Visual Services - Materials Procurement - Secretarial/Clerical Services - Reprographics/Copy Center - Service Call Desk - Mail Distribution - Switchboard/Reception CUSTOMERS The Company has approximately 1,200 active customer accounts, including several of the Fortune 500 companies, operating in a wide variety of business sectors including commercial real estate, banking, insurance, consumer products, retail, automotive and heavy equipment manufacturing, pharmaceuticals, telecommunications, high technology, aerospace, defense contracting and chemical manufacturing. In addition, the Company provides services to government agencies, colleges and universities and other organizations and institutions such as museums and sports facilities. The Company's revenue stream is diverse, with no single customer accounting for more than 9% of the Company's revenues in fiscal 2001. The Company services customers in 48 states, including Hawaii, and each of the Canadian provinces. The Company has enjoyed a long-term relationship with many of its largest customers. CONTRACTS The Company's business is generally conducted under written contracts with its customers. Contracts vary in type and duration, with a majority having a term of one to three years, often with automatic renewal clauses unless either party elects to terminate. Most of the Company's contracts are subject to termination without penalty at the option of the customer, or by either the Company or the customer, upon 30 to 90 days notice. The Company structures its service contracts under three principal methods: fixed-price, cost-plus-fixed-fee and modified cost-plus. All contracts are based upon a defined scope and frequency of services to be provided. Under fixed price contracts, which currently account for approximately 49% of the Company's revenues, the customer agrees to a fixed dollar amount for all labor and non-labor costs. Cost plus fixed fee contracts, which currently account for approximately 31% of the Company's revenues, provide for the customer to be billed for labor and non-labor costs, allocated overhead and a negotiated fee based upon these costs. Modified cost plus contracts, which currently account for approximately 20% of the Company's revenues, primarily provide for actual hours worked to be billed at pre-determined hourly rates. In certain instances, modifications to the cost plus fixed fee contracts are structured to include an incentive fee or shared cost savings based upon operating efficiencies obtained. Certain of the Company's contracts, particularly government contracts, require the Company to post a performance bond and/or payment bond as a condition of the contract award. INDUSTRY AND COMPETITION Over the last several years, a trend towards outsourcing of non-core business functions has transformed the traditional facility services industry. The larger facility services companies have expanded beyond providing traditional cleaning services for commercial property managers and large corporations to performing higher value added services for companies in the industrial, manufacturing, education and healthcare sectors. -5-

6 The facility services industry is characterized by a combination of a small number of large national organizations, none of which has a dominant market share, as well as numerous smaller companies providing a narrow range of services in a limited geographic area. While the Company operates throughout the United States and Canada, its services are delivered at the local level and as a result it competes with both national organizations as well as the smaller contractors. There are many firms that provide traditional cleaning services, principally in the Company's commercial market sector, on either a regional basis or limited to a small number of geographically proximate cities or contiguous states. In addition, the Company faces competition from large national firms that have branch offices or operating locations in major cities established to service the local business community. In the broader market for providing bundled facility management services to customers or for multi-site/multi-function contracts, as well as outsourced manufacturing and administrative support services, the Company competes primarily against large national firms. ABM Industries, Aramark, Encompass (formerly Group Mac and Building One Services), Fluor Corp., Johnson Controls, Marriott Corporation, OneSource and Service Master, among others, all supply similar services to customers in the Company's principal market sectors. These organizations generally have substantially greater financial and marketing resources than the Company. The Company believes that the principal competitive factors in the market segments in which it operates are quality of service, cost, capability to provide a broad range of fully integrated services, geographic scale of operations and the ability to establish and maintain long-term customer relationships. The Company believes that it competes favorably with respect to each of these factors. EMPLOYEES The Company employs approximately 20,500 employees. Approximately 42% of the Company's work force is unionized under more than 122 different union contracts. The Company has not experienced any strikes or work stoppages, and management generally considers its relationships with its employees and its unions to be satisfactory. -6-

7 ITEM 2. PROPERTIES The following table sets forth the Company's principal office facilities throughout North America. The Company also has a number of smaller offices in other cities, all of which are leased. The majority of the Company's employees are engaged in providing services directly to customers at the customers' facilities. Accordingly, the Company does not consider any of these locations to be material to its operations as a whole. NO. OF LEASE LOCATION SQUARE FEET EXPIRATION -------- ------------ ---------- Arlington, Virginia...................... 4,555 2002 Auburndale, Massachusetts(1)............. 40,386 2010 Boston, Massachusetts.................... 12,800 2002 Honolulu, Hawaii......................... 3,260 2004 Oklahoma City, Oklahoma.................. 8,624 2001 Toronto, Ontario......................... 7,121 2004 Pine Brook, New Jersey................... 10,569 2002 Chelsea, Massachusetts................... 10,400 2006 (1) This location serves as the Company's corporate headquarters. The following locations are leased by the Company on behalf of a customer. The Company is fully reimbursed by the customer for all rental expenses under these leases. These leases are assignable to the customer if the Company's services are terminated. NO. OF LEASE LOCATION SQUARE FEET EXPIRATION -------- ----------- ---------- Louisville, Kentucky 43,000 2003 Elyria, Ohio 66,000 2003 Lakewood, New Jersey 62,000 2004 Houston, Texas 52,000 2004 Port Allen, Louisiana 50,000 2005 Niagara Falls, Ontario 80,000 2007 ITEM 3. LEGAL PROCEEDINGS The Company is involved in numerous pending legal proceedings, primarily employment and labor relations matters and contract litigation related to payment disputes, arising in the ordinary course of the Company's business. Based on the information currently available, management believes that the resolution of these matters will not materially affect the Company's financial condition, results of operations or cash flows. On August 1, 2001, the Equal Employment Opportunity Commission ("EEOC") issued probable cause findings against the Company in connection with a joint investigation (which included the Massachusetts Attorney General ("AG") and the Massachusetts Commission Against Discrimination ("MCAD")) of certain sexual harassment claims filed by seven former employees. The agencies allege "pattern and practice" sexual harassment violations by the Company. The EEOC is seeking monetary and affirmative relief from the Company. Although the Company strongly disagrees with the agencies' findings, it will join with EEOC, MCAD and the AG in a collective effort toward conciliation of this matter. By law, this conciliation must occur prior to the filing of any litigation. This dispute concerns only the Company's janitorial operations in Massachusetts. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company is privately-owned and there is no public trading market for the Company's equity securities. -7-

8 ITEM 6. SELECTED FINANCIAL DATA The following selected financial data as of and for each of the five years in the period ended June 24, 2001 have been derived from, and are qualified by reference to, the Consolidated Financial Statements of the Company. The following information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements of the Company, including the notes thereto, included elsewhere herein. <TABLE> <CAPTION> FOR THE YEARS ENDED ------------------------------------------------------------------ JUNE 29, JUNE 28, JUNE 27, JUNE 25, JUNE 24, 1997 1998 1999 2000 2001 ---------- ---------- --------- --------- ---------- <S> <C> <C> <C> <C> <C> STATEMENT OF INCOME DATA: Service revenues .......... $ 471,869 $ 491,014 $ 522,363 $ 555,084 $ 590,422 Cost of service revenues .. 421,487 436,599 462,563 493,007 530,355 --------- --------- --------- --------- --------- Gross profit ............ 50,382 54,415 59,800 62,077 60,067 Selling, general and administrative expenses . 31,651 35,827 40,504 43,804 43,772 Amortization of intangible assets .................. 4,151 4,208 4,278 3,939 3,779 --------- --------- --------- --------- --------- Income from continuing operations .............. 14,580 14,380 15,018 14,334 12,516 Interest income ........... 66 201 826 914 108 Interest expense .......... (11,491) (11,631) (11,914) (9,872) (7,877) Gain on sale of contracts . -- -- -- -- 440 --------- --------- --------- --------- --------- Income from continuing operations before income taxes and extraordinary item.................... 3,155 2,950 3,930 5,376 5,187 Provision for income taxes(a) ................ 2,328 646 824 1,005 824 --------- --------- --------- --------- --------- Income from continuing operations before extraordinary item ........ 827 2,304 3,106 4,371 4,363 Discontinued operations: Income from discontinued operations, net of taxes of $11, $591 and $(12) .. 356 1,070 1,143 -- -- Gain on sale of discontinued operations, net of taxes of $0 ..... -- -- 4,082 -- -- --------- --------- --------- --------- --------- Income before extraordinary item ..................... 1,183 3,374 8,331 4,371 4,363 Extraordinary loss, net of tax benefit of $66 and $36 ...................... -- (2,958) -- (897) -- --------- --------- --------- --------- --------- Net income .............. $ 1,183 $ 416 $ 8,331 $ 3,474 $ 4,363 ========= ========= ========= ========= ========= OTHER FINANCIAL DATA: EBITDA(b) ................. $ 21,174 $ 20,870 $ 21,701 $ 20,462 $ 18,330 EBITDA margin(c) .......... 4.5% 4.3% 4.2% 3.7% 3.1% Cash flows provided (used) by: Operating activities .... (35,841) 24,137 14,821 9,441 8,994 Investing activities .... (2,528) (3,683) 4,397 1,873 (7,477) Financing activities .... 42,140 (15,159) (3,416) (33,922) 788 Depreciation and amortization from continuing operations..... 6,594 6,490 6,683 6,128 5,814 Capital expenditures for continuing operations .... 2,484 1,513 2,308 2,813 4,161 BALANCE SHEET DATA (AT END OF PERIOD): Cash .................... $ 3,928 $ 9,151 $ 24,938 $ 2,333 $ 4,687 Working capital from continuing operations .. 45,050 55,741 67,643 45,006 43,089 Total assets ............ 161,087 150,789 159,884 128,131 142,084 Total long-term debt (including current maturities) ........... 107,147 109,544 109,592 76,884 77,700 </TABLE> -8-

9 ---------- (a) For the year ended June 29, 1997, certain subsidiaries of the Company were taxed as C corporations through December 31, 1996, at which time they elected to be treated as subchapter S corporations. See Note 10 of Notes to the Company's Consolidated Financial Statements. (b) EBITDA is defined as income from continuing operations before provision for income taxes and extraordinary item, interest expense, interest income and depreciation and amortization. EBITDA is presented because it is a widely accepted financial indicator of a leveraged company's ability to service and/or incur indebtedness and because management believes that EBITDA is a relevant measure of the Company's ability to generate cash without regard to the Company's capital structure or working capital needs. EBITDA as presented may not be comparable to similarly titled measures used by other companies, depending upon the non-cash charges included. When evaluating EBITDA, investors should consider that EBITDA (i) should not be considered in isolation but together with other factors which may influence operating and investing activities, such as changes in operating assets and liabilities and purchases of property and equipment; (ii) is not a measure of performance calculated in accordance with generally accepted accounting principles; (iii) should not be construed as an alternative or substitute for income from operations, net income or cash flows from operating activities in analyzing the Company's operating performance, financial position or cash flows; and (iv) should not be used as an indicator of the Company's operating performance or as a measure of its liquidity. (c) EBITDA margin represents EBITDA as a percentage of service revenues. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The matters discussed below and elsewhere herein include forward-looking statements regarding the future performance and financial condition of the Company and other anticipated future events. These matters involve risks and uncertainties that could cause actual results to differ materially from the statements contained herein. See "Disclosure Regarding Forward-Looking Statements" above. GENERAL The Company provides integrated facilities services to a broad base of industrial, commercial and institutional clients throughout the United States and Canada. Services offered by the Company include industrial and mechanical engineering, plant operations, custodial and maintenance services and administrative services. The Company's cost of service revenues primarily consists of direct labor costs and related benefits, insurance, supplies and equipment. For fiscal 2001 and fiscal 2000, 76.3% and 79.1%, respectively, of the cost of service revenues consisted of direct labor costs, related benefits and insurance costs. Selling, general and administrative expenses include employee compensation and benefits, travel, insurance, rent, recruiting and training, professional fees and bad debt expense. For fiscal 2001 and fiscal 2000, 50.6% and 53.2%, respectively, of selling, general and administrative expenses consisted of employee compensation and benefits. -9-

10 The Company's results of operations were significantly influenced by the Ogden Acquisition on June 28, 1996 (during the last week of fiscal 1996). The Company accounted for this transaction under the purchase method of accounting. A significant portion of the purchase price of $62 million was allocated to intangible assets. Accordingly, the Company incurred significant amortization expenses beginning in fiscal 1997, and will continue to do so in the future. Interest expense also increased significantly due to the indebtedness incurred to finance the acquisition. The original acquisition indebtedness was subsequently refinanced through the Notes Offering during October 1997. In addition, the Ogden Acquisition negatively impacted historical operating profit margins because Ogden's business consisted of more lower margin contracts than the Company's prior business. DISCONTINUED OPERATIONS The stock of the Company's security business, which was acquired in the Ogden Acquisition, was sold for $12.0 million in cash effective December 28, 1998. Accordingly, the accompanying financial data and financial statements and related notes set forth herein have been classified to present the security services operations as discontinued operations. Revenues from these operations were $28.6 million, $58.6 million and $62.0 million in fiscal years 1999, 1998 and 1997, respectively. The Company retained net assets of $7.4 million relating to the security services operations, comprised primarily of accounts receivable less accounts payable and payroll-related accruals. These net assets were transferred to UNICCO Service Company and were excluded from the determination of the gain on sale. RESULTS OF OPERATIONS The following comparisons of the Company's results of operations for fiscal years 2001, 2000 and 1999 should be read in conjunction with the Consolidated Financial Statements of the Company, including the notes thereto. The following table sets forth, for the periods indicated, certain operating data expressed both in dollars and as a percentage of revenues for the period. <TABLE> <CAPTION> FOR THE YEARS ENDED -------------------------------------------------------------------- JUNE 24, 2001 JUNE 25, 2000 JUNE 27, 1999 -------------------------------------------------------------------- (DOLLARS IN THOUSANDS) <S> <C> <C> <C> <C> <C> <C> Service revenues .......... $ 590,422 100.0% $ 555,084 100.0% $ 522,363 100.0% Cost of service revenues .. 530,355 89.8 493,007 88.8 462,563 88.6 --------- ----- --------- ----- --------- ----- Gross profit ............ 60,067 10.2 62,077 11.2 59,800 11.4 Selling, general and administrative expenses . 43,772 7.4 43,804 7.9 40,504 7.7 Amortization of intangible assets .................. 3,779 0.7 3,939 0.7 4,278 0.8 -------- ----- -------- ----- -------- ----- Income from continuing operations .............. 12,516 2.1 14,334 2.6 15,018 2.9 Interest income ........... 108 0.0 914 0.2 826 0.2 Interest expense .......... (7,877) (1.3) (9,872) (1.8) (11,914) (2.3) Gain on sale of contracts . 440 0.1 -- -- -- -- -------- ----- ------- ----- ------- ----- Income from continuing operations before income taxes and extraordinary item .................... 5,187 0.9 5,376 1.0 3,930 0.8 Provision for income taxes ................... 824 0.1 1,005 0.2 824 0.2 -------- ----- ------- ----- ------- ----- Income from continuing operations before extraordinary item ...... 4,363 0.8 4,371 0.8 3,106 0.6 Discontinued operations: Income from discontinued operations, net of taxes of $(12) and $591 . -- -- -- -- 1,143 0.2 Gain on sale of discontinued operations, net of taxes of $0 ..... -- -- -- -- 4,082 0.8 -------- ----- -------- ----- ------- ----- Income before extraordinary item ....... 4,363 0.8 4,371 0.8 8,331 1.6 Extraordinary loss, net of tax benefit of $36 and $66 ...................... -- -- (897) (0.2) -- -- -------- ----- ------- ----- ------- ----- Net income .............. $ 4,363 0.8% $ 3,474 0.6% $ 8,331 1.6% ======== ===== ======= ===== ======= ===== </TABLE> -10-

11 COMPARISON OF YEARS ENDED JUNE 24, 2001 AND JUNE 25, 2000 Service Revenues. Revenues for fiscal 2001 were $590.4 million, an increase of $35.3 million, or 6.4%, compared to revenues of $555.1 million for fiscal 2000. The increase was attributable to a revenue increase in the Commercial Division's revenue of $56.0 million, partially offset by a decrease in the Industrial Division's revenue of $8.2 million and a decrease in revenue of $12.5 million that was the result of the sale of certain contracts, primarily in the Midwest, effective December 31, 1999 (See Note 3 to the Company's Consolidated Financial Statements.) The increase in the Commercial Division's revenue was the result of additional services performed under new and existing contracts outpacing reductions in revenue due to the reduction in scope of work or lost contracts. A major contributor to the increase in the Commercial Division revenue was the increase in the scope of work with an existing customer which resulted in an additional $28.4 million in revenues compared with the same period in the prior year. The decrease in the Industrial Division revenue was primarily the result of lost contracts and decreased services to existing customers outpacing new contracts and increased services with existing customers. Cost of Service Revenues. Cost of service revenues for fiscal 2001 was $530.4 million, or 89.8% of revenues, compared to $493.0 million, or 88.8% of revenues, for fiscal 2000. The increase in cost of revenues as a percentage of revenues resulted primarily from salary increases effective July 1, 2000 and increases in the Company's workers' compensation and general liability insurance premiums. Based on an audit conducted by the Company's insurance carrier during fiscal 2001, an additional premium of $2.9 million was required. The additional premium was recorded as a liability as of June 24, 2001 and charged to operations during fiscal 2001. Cost of service revenues for fiscal 2001 included $0.5 million of charges related to a cancelled contract in the Industrial Division. During the fourth quarter of fiscal 2001, the Company experienced some reductions in revenues and gross profit due to the impact of the slowing U.S. economy on certain of its customers. Although to date these reductions in its scope of services for such customers have not had a material impact on profitability, management believes that a sustained economic decline could adversely impact the Company's profitability. During fiscal 2001, approximately 7.6% of revenues were attributable to work performed for Bridgestone-Firestone in several locations in the United States. Unanticipated plant closings or decreases in production requirements at these locations could materially adversely affect the Company's revenues and gross profit in fiscal 2002. The Company's operations were not directly affected by the terrorist attacks that occurred in the United States on September 11, 2001. The Company has no contracts in the city of New York. However, the Company is unable to predict the long-term impact, if any, of these events on its operations. Based on the Company's fiscal calendar fiscal 2002 will be a 53-week year. The expected impact will be approximately $3.5 million of additional payroll and payroll-related expenses related to unbilled direct costs for customers who have fixed-price contracts, and selling, general and administrative personnel. The Company will record the charge related to the 53rd week in the fourth quarter of fiscal 2002. Gross Profit. As a result of the foregoing, gross profit for fiscal 2001 was $60.1 million, or 10.2% of revenues, compared to $62.1 million, or 11.2% of revenues, for fiscal 2000. Selling, General and Administrative Expenses. Selling, general and administrative expenses for fiscal 2001 were $43.8 million, or 7.4% of revenues, compared to $43.8 million, or 7.9% of revenues, for fiscal 2000. The Company experienced a decrease of $1.1 million in payroll and payroll-related expenses which was the net result of the following factors: decrease in expense of $0.2 million related to a decline in the liability associated with the Company's deferred compensation plan, a decrease of $0.6 million as a result of the sale of certain contracts effective December 31, 1999, and a decrease from the prior year as a result of approximately $1.2 million in severance costs recorded in fiscal 2000. These payroll and payroll-related decreases were partially offset by an increase of $0.9 million related to salary increases effective July 1, 2000 and an increase in headcount related to staffing the Company's shared services center in order to provide adequate resources to support the Company's increased volume of business. The Company also experienced a $0.3 million decrease in various non-payroll expenses as a result of the sale of certain contracts effective December 31, 1999. The Company also had a decrease of $0.4 million in expenses related to professional fees, primarily as a result of a decrease in consulting fees related to the implementation of the Company's shared services center. The Company's expense related to its receivable with its Canadian subsidiary increased $0.2 million as a result of changes in the exchange rate. Rent expense increased approximately $0.7 million as a result of higher rent at the Company's corporate -11-

12 headquarters, which was relocated to a larger facility in May 2000. The Company's expenses related to other office and occupancy costs increased $0.3 million. This increase is primarily due to incremental lease expense for office furniture at the corporate headquarters, personal computer leases, telephone and utility charges and phone mail system maintenance. The Company also experienced an increase of $0.3 million in marketing and promotion expense driven primarily by increased advertising in trade publications, expenses related to trade shows and enhancement of the Company's web site. Travel and transportation expenses increased $0.3 million primarily as a result of incremental operational expenses for certain transportation equipment. Amortization of Intangible Assets. Amortization expense was $3.8 million in fiscal 2001 as compared to $3.9 million in fiscal 2000. The decrease in amortization expense is the result of the write-off of intangibles related to certain contracts sold effective December 31, 1999 (See Note 3 to the Company's Consolidated Financial Statements). Income from Continuing Operations. As a result of the foregoing, income from continuing operations for fiscal 2001 was $12.5 million, or 2.1% of revenues, compared to $14.3 million, or 2.6% of revenues, for fiscal 2000. EBITDA. EBITDA for fiscal 2001 was $18.3 million, or 3.1% of revenues, compared to $20.5 million, or 3.7% of revenues, for fiscal 2000. EBITDA is defined as income from continuing operations before provision for income taxes, interest expense, interest income and depreciation and amortization. EBITDA as presented may not be comparable to similarly titled measures used by other companies, depending upon the non-cash charges included. When evaluating EBITDA, investors should consider that EBITDA (i) should not be considered in isolation but together with other factors which may influence operating and investing activities, such as changes in operating assets and liabilities and purchases of property and equipment; (ii) is not a measure of performance calculated in accordance with generally accepted accounting principles; (iii) should not be construed as an alternative or substitute for income from operations, net income or cash flows from operating activities in analyzing the Company's operating performance, financial position or cash flows; and (iv) should not be used as an indicator of the Company's operating performance or as a measure of its liquidity. Cash flows from operating, investing and financing activities for fiscal 2001 were $9.0 million, $(7.5) million and $0.8 million, respectively. Cash flows from operating, investing and financing activities for fiscal 2000 were $9.4 million, $1.9 million and $(33.9) million, respectively. Interest Expense/Income. Interest expense for fiscal 2001 was $7.9 million, or 1.3% of revenues, compared to $9.9 million, or 1.8% of revenues, for fiscal 2000. Interest income for fiscal 2001 was $0.1 million, compared to $0.9 million for fiscal 2000. The decrease in interest expense was primarily the result of the repurchase of $57.9 million face amount of the Company's Senior Subordinated Notes (the "Notes") during the second and third quarters of fiscal 2000 (See Note 2 to the Company's Consolidated Financial Statements). Gain on Sale of Contracts. In October 2000, the Company received $440,000 of contingent purchase price related to the sale, effective December 31, 1999, of certain janitorial contracts. In the second quarter of fiscal 2001, the Company recorded a gain on sale of assets for the full amount received. Income Taxes. Provision for income taxes for fiscal 2001 was $0.8 million, or 15.9% of income from continuing operations before provision for income taxes, compared to $1.0 million, or 18.7% of income from continuing operations before provision for income taxes, for fiscal 2000. The lower effective tax rate for fiscal 2001 resulted primarily from the recognition of a tax asset for a taxing jurisdiction which changed its treatment of net operating losses. Net Income. As a result of the foregoing, net income for fiscal 2001 was $4.4 million, or 0.8% of revenues, compared to $3.5 million, or 0.6% of revenues for fiscal 2000. COMPARISON OF YEARS ENDED JUNE 25, 2000 AND JUNE 27, 1999 Service Revenues. Revenues for fiscal 2000 were $555.1 million, an increase of $32.7 million, or 6.3%, compared to revenues of $522.4 million for fiscal 1999. The increase was attributable to revenue increases in the Company's Commercial and Industrial Divisions of $25.3 million and $16.9 million, respectively. The revenue increase in the Commercial Division was primarily the result of the following: (i) additional services performed under new and existing contracts and (ii) a revenue increase in the Company's Canadian subsidiary as a result of a full year of revenue following the September 1998 -12-

13 acquisition of Empire Maintenance Industries, Inc. The revenue increase in the Industrial Division was primarily the result of additional services performed under new and existing contracts. The increase in revenue in the Commercial Division was partially offset by a decrease in revenue of $9.5 million that was the result of the sale of certain contracts, primarily in the Midwest, effective December 31, 1999 (See Note 3 to the Company's Consolidated Financial Statements). Cost of Service Revenues. Cost of service revenues for fiscal 2000 was $493.0 million, or 88.8% of revenues, compared to $462.6 million, or 88.6% of revenues, for fiscal 1999. The increase in cost of revenues as a percentage of revenues resulted primarily from increases in payroll and payroll related expenses due to annual salary increases effective July 1, 1999 and costs incurred in the start-up of new contracts. Gross Profit. As a result of the foregoing, gross profit for fiscal 2000 was $62.1 million, or 11.2% of revenues, compared to $59.8 million, or 11.4% of revenues, for fiscal 1999. Selling, General and Administrative Expenses. Selling, general and administrative expenses for fiscal 2000 were $43.8 million or 7.9% of revenues, compared to $40.5 million or 7.7% of revenues, for fiscal 1999. The increase of $3.3 million was primarily due to increases in payroll-related expenses, travel and entertainment and vehicle expense. Payroll related expenses for the Company increased $1.4 million primarily as a result of annual salary increases effective July 1, 1999, and to a lesser extent headcount increases related to the Company's implementation of a shared service center at its new headquarters. These increases were partially offset by a $0.3 million decrease in salaries due to headcount reductions as a result of the sale of certain contracts effective December 31, 1999 (See Note 3 to the Company's Consolidated Financial Statements). The Company also incurred $1.2 million of severance costs in fiscal 2000. Travel and transportation expenses increased $0.7 million primarily due to incremental lease and maintenance related expenses for certain transportation equipment and as a result of the impact of new business opportunities and servicing a growing, geographically dispersed customer base. Professional fees for consulting related to the implementation of the shared service center were $0.4 million in fiscal 2000. This increase over fiscal 1999 was offset by a decrease in professional fees related to the upgrade of the Company's primary financial accounting system in preparation for the Year 2000. There was also a $0.2 million increase in expense between the comparable periods related to changes in the exchange rate used to revalue the Company's receivable from its Canadian subsidiary. Amortization of Intangible Assets. Amortization expense was $3.9 million in fiscal 2000 as compared to $4.3 million in fiscal 1999. The decrease in amortization expense is the result of the write-off of intangibles related to certain contracts sold effective December 31, 1999 (See Note 3 to the Company's Consolidated Financial Statements). Income from Continuing Operations. As a result of the foregoing, income from continuing operations for fiscal 2000 was $14.3 million, or 2.6% of revenues, compared to $15.0 million, or 2.9% of revenues, for fiscal 1999. EBITDA. EBITDA for fiscal 2000 was $20.5 million, or 3.7% of revenues, compared to $21.7 million, or 4.2% of revenues, for fiscal 1999. Cash flows from operating, investing and financing activities for fiscal 2000 were $9.4 million, $1.9 million and $(33.9) million, respectively. Cash flows from operating, investing and financing activities for fiscal 1999 were $14.8 million, $4.4 million and $(3.4) million, respectively. Interest Expense/Income. Interest expense for fiscal 2000 was $9.9 million, or 1.8% of revenues, compared to $11.9 million, or 2.3% of revenues, for fiscal 1999. Interest income for fiscal 2000 was $0.9 million, compared to $0.8 million for fiscal 1999. The decrease in interest expense was primarily the result of the repurchase of $57.9 million face amount -13-

14 of the Company's Senior Subordinated Notes (the "Notes") during the second and third quarters of fiscal 2000. (See Note 2 to the Company's Consolidated Financial Statements.) Income Taxes. Provision for income taxes for fiscal 2000 was $1.0 million, or 18.7% of income from continuing operations before provision for income taxes, compared to $0.8 million, or 21.0% of income from continuing operations before provision for income taxes, for fiscal 1999. The lower effective tax rate for fiscal 2000 resulted primarily from a decrease in taxable income of the Company's Canadian subsidiary, which is taxed at the full Canadian statutory rate. Extraordinary Loss. During fiscal 2000, the Company recorded an extraordinary loss of $0.9 million, net of state tax benefit. The extraordinary loss was attributable to the repurchase and retirement of $57.9 million face value of Notes. The extraordinary loss resulted from the write-off unamortized deferred financing costs and bond discount associated with the Notes. This loss was partially offset by the gain recorded for the Notes which were repurchased at prices below par. Net Income. As a result of the foregoing, net income for fiscal 2000 was $3.5 million, or 0.6% of revenues, compared to $8.3 million, or 1.6% of revenues for fiscal 1999. Fiscal 1999 included income of $5.2 million (net of tax) from the operations and sale of the Company's discontinued security business. LIQUIDITY AND CAPITAL RESOURCES For fiscal 2001, the Company's cash balance increased by $2.4 million. The increase was attributable to cash provided by operations of $9.0 million and cash provided by financing activities of $0.8 million, offset by cash used in investing activities of $7.5 million. Cash provided by operations was primarily the result of an increase in cash of $10.2 million related to net income adjusted for non-cash items such as amortization of intangible assets, debt issue costs and discount and depreciation. Also contributing to the increase in cash provided by operations were increases in accounts payable and accrued expenses of $4.0 million and $4.1 million, respectively. The increase in accounts payable was primarily the result of the overall growth of the Company. The increase in accrued expenses is primarily the result of the overall growth of the Company as well as the accrual of a $2.9 million charge related to an insurance premium audit (See Note 8 of Notes to the Consolidated Financial Statements). The increase was partially offset primarily by increases in the Company's accounts receivable and unbilled receivables of $4.4 million and $4.7 million, respectively. The increase in receivables is primarily the result of the overall revenue growth of the Company. The increase in cash provided by operations was also partially offset by a $1.3 million increase in other long term assets which was primarily the result of the increases in assets related to the deferred compensation plan and an increase in the cash surrender value of officers' life insurance. Cash provided by financing activities was primarily the result of the increase in the cash overdraft and the line of credit of $1.7 million and $1.8 million, respectively. These increases were partially offset by $1.0 million of optional principal payments on the Company's other subordinated indebtedness. Financing activities also included distributions to shareholders of $1.7 million, including tax related distributions of $0.9 million. Cash used in investing activities was primarily the result of $4.2 million in capital expenditures and $3.75 million in officer loans (See Note 8 of Notes to the Consolidated Financial Statements). For fiscal 2000, the Company's cash balance decreased by $22.6 million. The decrease was attributable to cash provided by operations of $9.4 million and cash provided by investing activities of $1.8 million offset by cash used in financing activities of $33.9 million. Cash provided by operations was primarily the result of an increase in cash of $10.8 million related to net income adjusted for non-cash items such as amortization of intangible assets, debt issue costs and discount, depreciation and the extraordinary loss on the retirement of debt. This increase was partially offset primarily by decreases in the Company's accrued expenses and increases in the Company's accounts payable and other assets. The increase in accounts payable of $1.4 million was primarily the result of the overall growth of the Company. The increase in other assets is primarily related to increases in prepaid insurance. Cash provided by investing activities was primarily the result of proceeds from the sale of certain contracts (See Note 3 of Notes to Consolidated Financial Statements) for $4.05 million. Proceeds of $0.6 and $0.2 million, respectively, were the result of repayments of officer loans and the sale of property and equipment. These increases in investing activities were partially offset by capital expenditures of $2.8 million. Net cash used for financing activities included payments of $59.0 million which was comprised of $58.1 million used to retire and pay the related accrued interest on $57.9 million (face amount) of Notes and $1.0 million of optional principal payments on the Company's other subordinated indebtedness. Net cash used in financing activities also included distributions to shareholders of $3.4 million. These uses of cash in financing activities were partially offset by proceeds from the Company's line of credit of $25.9 million and a cash overdraft of $2.6 million. -14-

15 Capital expenditures were $4.2 million in fiscal 2001 and $2.8 million in fiscal 2000. The major factors contributing to the increase were capital expenditures for the Company's new corporate headquarters of $1.5 million and capital expenditures related to an increase in business with a significant existing customer of $0.7 million. The Company's operations do not generally require material investment in capital assets. The Company does not expect that its capital expenditure requirements will increase materially in fiscal 2002. The Company's business generally is not seasonal. However, gross margin as a percentage of revenue historically declines in the Company's third and fourth quarters due to the impact of higher federal and state unemployment tax expense beginning January 1. As a result of the Company's accounting calendar, fiscal 2002 will be a 53-week year. The expected impact will be approximately $3.5 million of additional payroll and payroll-related expenses in June 2002 related to unbilled direct costs for customers who have fixed price contracts, and selling, general and administrative personnel. The Company believes that its cash flow from operations, together with cash on hand and its borrowing capacity under the Credit Facility, will be sufficient to absorb such additional payroll expense. In October 1997, the Company consummated the $105 million Notes Offering and entered into the Credit Facility. The net proceeds from the Notes Offering and the Credit Facility were used to repay approximately $84.8 million of indebtedness under the Company's existing credit facilities and $19.7 million of certain other indebtedness, fees and expenses incurred in connection with such financing. In March 1998, the Company exchanged all $105 million in principal amount of the privately-placed Senior Subordinated Notes issued in the Notes Offering for a like amount of publicly traded Senior Subordinated Notes (the "Notes"). The Company repurchased $57.9 million face amount of the Notes in fiscal 2000, using cash on hand and $23.2 million in borrowings under the Credit Facility (see Note 2 of Notes to Consolidated Financial Statements). The remaining Notes will mature on October 15, 2007. The Notes will not be redeemable at the Company's option prior to October 15, 2002. Thereafter, the Notes will be subject to redemption at any time at the option of the issuers at fixed redemption prices. Interest on the remaining Notes accrues at the rate of 9 7/8% per annum and is payable in arrears on April 15 and October 15 of each year, in an annual amount equal to approximately $4.6 million. The payment of principal and interest on the Notes is subordinated in right to the prior payment of all senior debt of the Company, including borrowings under the Credit Facility. The Company's long-term indebtedness consists of borrowings under the Credit Facility, approximately $47.0 million of Notes and $3.0 million of subordinated indebtedness (which ranks equal in right of payment with the Notes). Under the Credit Facility, the Company has the ability to borrow up to $55.0 million for working capital and general corporate purposes, subject to certain conditions. The Company had cash borrowings of $27.7 million and $25.9 million at June 24, 2001 and June 25, 2000, respectively. Available credit, after deducting letters of credit, was $8.7 million at June 24, 2001. The Credit Facility, the Indenture governing the Notes and the terms of the Company's other subordinated indebtedness include certain financial and operating covenants which, among other things, restrict the ability of the Company to incur additional indebtedness, make investments and take other actions. As of June 24, 2001, the Company was in violation of two of the financial covenants under the Credit Facility. The Company obtained waivers of these violations from the lenders. The lenders also amended certain financial covenants for fiscal 2002. The ability of the Company to meet its debt service obligations will be dependent upon the future performance of the Company, which will be impacted by general economic conditions and other factors. The outstanding balance of the Company's subordinated promissory note ($2,750,000) is due on September 30, 2001. The Company's principal capital requirements are to service the Company's indebtedness, for working capital and, to a lesser extent, to fund capital expenditures. The Company believes that its cash flow from operations, together with cash on hand and its borrowing capacity under the Credit Facility, will be sufficient to meet such requirements during fiscal 2002. -15-

16 RECENT ACCOUNTING DEVELOPMENTS In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141"). SFAS 141 addresses financial accounting and reporting for business combinations initiated after June 30, 2001. As the Company has not entered into a business combination since June 30, 2001, SFAS 141 has no impact on the Company. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets. The Company has elected to adopt SFAS 142 in the first quarter of fiscal 2002. Under SFAS 142, the Company will discontinue the amortization of its acquired goodwill. The expected decrease in amortization expense as a result of the adoption of SFAS 142 in fiscal 2002 is $830,000. In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143 addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement has no impact on the Company. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's primary market risk exposures are in the areas of interest rate risk and foreign currency exchange rate risk. INTEREST RATE RISK The Company's exposure to market risk associated with changes in interest rates relates to variable-rate and fixed-rate debt arrangements. The table below summarizes the Company's market risks associated with debt obligations as of June 24, 2001. The $55.0 million Credit Facility is the Company's only variable-rate debt arrangement, as the Notes and the Company's other subordinated indebtedness bear fixed rates of interest. The Company had cash borrowings of $27.7 million outstanding under the Credit Facility at June 24, 2001. The cash borrowings were outstanding at three interest rates; $2.7 million was outstanding at the Base Rate plus the Applicable Base Rate Margin, as defined (7.75% at June 24, 2001), $5.0 million was outstanding at the 30 Day Adjusted Eurodollar Rate plus Applicable Eurodollar Margin, as defined (6.26% at June 24, 2001) and $20.0 million was outstanding at the 60 Day Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin, as defined (6.20% at June 24, 2001). The Company had cash borrowings of $25.9 million outstanding under the Credit Facility at June 25, 2000. The cash borrowings were outstanding at two interest rates; $5.9 million was outstanding at the Base Rate plus the Applicable Base Rate Margin, as defined (9.50% at June 25, 2000) and $20.0 million was outstanding at the Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin, as defined (8.09% at June 25, 2000). At June 24, 2001, the Company had additional outstanding indebtedness that consisted of $47.2 million of Senior Subordinated Notes and $3.0 million of a Subordinated Promissory Note with fixed interest rates of 9.875% and 14.0%, respectively. Given a stable principal amount, the Company's potential loss over one year that would result from a hypothetical, instantaneous and unfavorable change of 100 basis points in the interest rate on all variable rate obligations would be approximately $0.2 million. Fluctuations in interest rates will not affect the interest payable on the Senior Subordinated Notes or Subordinated Promissory Note, which is fixed. The Company has not entered into any interest rate protection agreements. -16-

17 <TABLE> <CAPTION> EXPECTED FISCAL YEAR OF MATURITY ------------------------------------------------------------------------------------------ 2002 2003 2004 2005 2006 THEREAFTER ---------- ---------- -------- ---------- --------- ------------ <S> <C> <C> <C> <C> <C> <C> Fixed-Rate Senior Subordinated Notes -- -- -- -- -- $47,157,000 Interest rate -- -- -- -- -- 9.875% Credit Facility -- $27,680,000 -- -- -- -- Interest Rate -- 6.36% -- -- -- -- Fixed-Rate Subordinated Promissory note $3,000,000 -- -- -- -- -- Interest rate 14.00% -- -- -- -- -- </TABLE> The estimated fair values of the Senior Subordinated Notes and the Subordinated Promissory Note at June 24, 2001 are presented below (in thousands): CARRYING FAIR AMOUNT VALUE ----------- ---------- Fixed-Rate Senior Subordinated Notes $ 47,020 $ 45,978 Fixed-Rate Subordinated Promissory Note 3,000 3,129 Variable Rate Credit Facility 27,680 27,680 FOREIGN CURRENCY RISK The Company also has exposure to foreign currency exchange rate fluctuations for the cash flows received from its foreign affiliate. The U.S. operations bear the risk of exchange rate fluctuations as the intercompany loan to the Canadian subsidiary is repaid in Canadian dollars. This risk is mitigated by the fact that the operations of its only foreign subsidiary, which is located in Canada, are conducted in the local currency. Currently, the Company does not engage in foreign currency hedging activities as it does not believe that its foreign currency exchange rate risk is material. -17-

18 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS UNICCO SERVICE COMPANY PAGE Report of Independent Accountants.................................. 19 Consolidated Statement of Income for the years ended June 24, 2001, June 25, 2000 and June 27, 1999.............. 20 Consolidated Balance Sheet at June 24, 2001 and June 25, 2000...... 21 Consolidated Statement of Shareholders' Equity for the period from June 28, 1998 to June 24, 2001............................... 22 Consolidated Statement of Cash Flows for the years ended June 24, 2001, June 25, 2000 and June 27, 1999.................... 23 Notes to Consolidated Financial Statements......................... 24 -18-

19 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Trustees and Shareholders of UNICCO Service Company In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of UNICCO Service Company and its subsidiaries (the "Company") at June 24, 2001 and June 25, 2000 and the results of their operations and their cash flows for each of the three years in the period ended June 24, 2001 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under item 14(a)(2) on page 47 present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/PricewaterhouseCoopers LLP --------------------------------------------- PricewaterhouseCoopers LLP Boston, Massachusetts September 24, 2001 -19-

20 UNICCO SERVICE COMPANY CONSOLIDATED STATEMENT OF INCOME (IN THOUSANDS) <TABLE> <CAPTION> FOR THE YEARS ENDED ------------------------------------- JUNE 24, JUNE 25, JUNE 27, 2001 2000 1999 --------- --------- --------- <S> <C> <C> <C> Service revenues ........................... $ 590,422 $ 555,084 $ 522,363 Cost of service revenues ................... 530,355 493,007 462,563 --------- --------- --------- Gross profit ............................ 60,067 62,077 59,800 Selling, general and administrative expenses 43,772 43,804 40,504 Amortization of intangible assets .......... 3,779 3,939 4,278 --------- --------- --------- Income from continuing operations ....... 12,516 14,334 15,018 Interest income ............................ 108 914 826 Interest expense ........................... (7,877) (9,872) (11,914) Gain on sale of contracts .................. 440 -- -- --------- --------- --------- Income from operations before income taxes and extraordinary items .... 5,187 5,376 3,930 Provision for income taxes ................. 824 1,005 824 --------- --------- --------- Income from operations before extraordinary items .................................... 4,363 4,371 3,106 Discontinued operations: Income from discontinued operations, net of tax of $(12) ............................. -- -- 1,143 Gain on sale of discontinued operations, net of tax of $0 ............................. -- -- 4,082 --------- --------- --------- Income before extraordinary items .......... 4,363 4,371 8,331 Extraordinary loss, net of tax benefit of $36 ...................................... -- (897) -- --------- --------- --------- Net income ................................. $ 4,363 $ 3,474 $ 8,331 ========= ========= ========= The accompanying notes are an integral part of these consolidated financial statements. </TABLE> -20-

21 UNICCO SERVICE COMPANY CONSOLIDATED BALANCE SHEET (IN THOUSANDS) <TABLE> <CAPTION> JUNE 24, JUNE 25, 2001 2000 --------- --------- <S> <C> <C> ASSETS Current assets: Cash and cash equivalents ................................ $ 4,687 $ 2,333 Accounts receivable, less reserves of $3,215 and $3,194 at June 24, 2001 and June 25, 2000, respectively ......... 53,290 49,067 Unbilled receivables ..................................... 29,219 24,567 Other current assets ..................................... 5,074 5,679 --------- --------- Total current assets ................................. 92,270 81,646 --------- --------- Property and equipment, at cost: Transportation equipment ................................ 1,525 1,246 Machinery and equipment ................................. 11,828 10,832 Computer equipment and software ......................... 4,882 4,151 Furniture and fixtures .................................. 1,314 1,102 Leasehold improvements .................................. 2,151 903 --------- --------- 21,700 18,234 Less - accumulated depreciation and amortization ........ 13,943 12,435 --------- --------- 7,757 5,799 --------- --------- Notes receivable and accrued interest from officers ........ 4,295 645 Intangible assets, net of amortization ..................... 32,280 36,166 Other assets, net........................................... 5,482 3,875 --------- --------- 42,057 40,686 --------- --------- $ 142,084 $ 128,131 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Cash overdraft ........................................... $ 4,253 $ 2,597 Accounts payable ......................................... 13,541 8,966 Accrued payroll and payroll-related expenses ............. 20,967 16,301 Deferred income taxes .................................... 2,321 2,343 Current portion of long-term debt......................... 3,000 -- Other accrued expenses ................................... 5,099 6,433 --------- --------- Total current liabilities ............................ 49,181 36,640 --------- --------- Long-term liabilities: Line of credit ........................................... 27,680 25,886 Long-term debt ........................................... 47,020 50,998 Other long-term liabilities .............................. 1,859 647 --------- --------- Total long-term liabilities .......................... 76,559 77,531 --------- --------- Commitments and Contingencies (Note 9) Shareholders' equity: Common shares ............................................ 378 378 Retained earnings ........................................ 16,934 14,234 Accumulated other comprehensive income ................... (466) (150) --------- --------- 16,846 14,462 Less treasury shares at cost (66 shares) ................. (502) (502) --------- --------- Total shareholders' equity ............................ 16,344 13,960 --------- --------- $ 142,084 $ 128,131 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. </TABLE> -21-

22 UNICCO SERVICE COMPANY CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (IN THOUSANDS) <TABLE> <CAPTION> ACCUMULATED NOTES TOTAL OTHER RECEIVABLE TREASURY SHAREHOLDERS' COMMON STOCK RETAINED COMPREHENSIVE FROM STOCK EQUITY SHARES AMOUNT EARNINGS INCOME STOCK SALES AMOUNT ------------ ------ ------- -------- ------------- ----------- --------- <S> <C> <C> <C> <C> <C> <C> <C> UNICCO SERVICE COMPANY Balance, June 28, 1998 .................... $ 8,890 1,120 $ 378 $ 9,222 $ (48) $ (160) $ (502) Components of comprehensive income: Net income ............................. 8,331 -- -- 8,331 -- -- -- Foreign currency translation ........... (118) -- -- -- (118) -- -- -------- Total comprehensive income .......... 8,213 -------- Repayment of note receivable .............. 16 -- -- -- -- 16 -- Forgiveness of note receivable ............ 72 -- -- -- -- 72 -- Distributions to shareholders ............. (3,432) __ -- (3,432) -- -- -- -------- -------- -------- -------- -------- -------- -------- Consolidated balance, June 27, 1999 ....... $ 13,759 1,120 $ 378 $ 14,121 $ (166) $ (72) $ (502) ======== ======== ======== ======== ======== ======== ======== UNICCO SERVICE COMPANY Consolidated balance, June 27, 1999 ....... 13,759 1,120 378 14,121 (166) (72) (502) Components of comprehensive income: Net income ............................. 3,474 -- -- 3,474 -- -- -- Foreign currency translation ........... (28) -- -- -- (28) -- -- Unrealized gain on marketable securities 44 -- -- -- 44 -- Total comprehensive income .......... 3,490 -------- Forgiveness of note receivable ............ 72 -- -- -- -- 72 -- Distributions to shareholders ............. (3,361) -- -- (3,361) -- -- -- -------- -------- -------- -------- -------- -------- -------- Consolidated balance, June 25, 2000 ....... $ 13,960 1,120 $ 378 $ 14,234 $ (150) $ -- $ (502) ======== ======== ======== ======== ======== ======== ======== UNICCO SERVICE COMPANY Balance, June 25, 2000 .................... 13,960 1,120 378 14,234 (150) -- (502) Components of comprehensive income: Net income ............................. 4,363 -- -- 4,363 -- -- -- Foreign currency translation ........... (98) -- -- -- (98) -- -- Unrealized gain on marketable securities (218) -- -- -- (218) -- -- -------- Total comprehensive income .......... 4,047 -------- Distributions to shareholders ............. (1,663) -- -- (1,663) -- -- -- -------- -------- -------- -------- -------- -------- -------- Consolidated balance, June 24, 2001 ....... $ 16,344 1,120 $ 378 $ 16,934 $ (466) $ -- $ (502) ======== ======== ======== ======== ======== ======== ======== The accompanying notes are an integral part of these consolidated financial statements. </TABLE> -22-

23 UNICCO SERVICE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS) <TABLE> <CAPTION> FOR THE YEARS ENDED --------------------------------------------- JUNE 24, 2001 JUNE 25, 2000 JUNE 27, 1999 ------------- ------------ -------------- <S> <C> <C> <C> Cash flows relating to operating activities: Net income ....................................... $ 4,363 $ 3,474 $ 8,331 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of intangible assets ............. 3,779 3,939 4,577 Amortization of debt issue costs and discount . 234 290 500 Depreciation and amortization ................. 2,035 2,189 2,460 Gain on disposals ............................. (8) (94) (10) Gain on sale of contracts ..................... (440) -- -- Extraordinary loss, net of tax ................ -- 897 -- Gain on sale of discontinued operations ....... -- -- (4,082) Deferred income taxes ......................... (139) 182 (298) Forgiveness of notes receivable and accrued interest from officers ....................... -- 72 72 Deferred compensation plan .................... (218) 44 -- Changes in assets and liabilities: Accounts receivable ......................... (4,401) (337) 86 Unbilled receivables ........................ (4,698) 585 2,202 Other current assets ........................ 588 (577) (2,316) Other long-term assets ...................... (1,310) (456) (115) Accounts payable ............................ 4,086 1,354 3,169 Accrued expenses and other current liabilities................................ 4,035 (2,664) 572 Other long-term liabilities ................. 1,054 487 (194) Other ....................................... 34 56 (133) -------- -------- -------- Net cash provided by operating activities 8,994 9,441 14,821 -------- -------- -------- Cash flows relating to investing activities: Acquisition, including working capital of $308 ... -- -- (4,437) Proceeds from sale of contracts .................. 440 4,050 -- Proceeds from sale of discontinued operations .... -- -- 12,000 Purchases of property and equipment, net ......... (4,161) (2,813) (2,310) Proceeds from sale of property and equipment ..... 133 171 84 Increases in notes receivable and accrued interest from officers .................................. (3,750) -- (735) Payments received for notes receivable from officers........................................ 100 565 -- Increase in cash surrender value of officers' life insurance .................................. (239) (100) (205) -------- -------- -------- Net cash provided by (used in) investing activities.................. (7,477) 1,873 4,397 -------- -------- -------- Cash flows relating to financing activities: Cash overdraft ................................... 1,657 2,597 -- Proceeds from line of credit ..................... 1,794 25,886 -- Payments on debt ................................. (1,000) (59,044) -- Distributions to shareholders .................... (1,663) (3,361) (3,432) Payments on note receivable from stock sales ..... -- -- 16 -------- -------- -------- Net cash provided by (used in) financing activities.................. 788 (33,922) (3,416) -------- -------- -------- Effect of exchange rate changes on cash and cash equivalents ........................................ 49 3 (15) -------- -------- -------- Net increase (decrease) in cash and cash equivalents 2,354 (22,605) 15,787 Cash and cash equivalents, beginning of year ........ 2,333 24,938 9,151 -------- -------- -------- Cash and cash equivalents, end of year .............. $ 4,687 $ 2,333 $ 24,938 ======== ======== ======== Supplemental disclosure of cash flow information: Cash paid during the year for: Interest ........................................ $ 7,704 $ 10,377 $ 11,069 ======== ======== ======== Income taxes .................................... $ 865 $ 1,052 $ 807 ======== ======== ======== The accompanying notes are an integral part of these consolidated financial statements. </TABLE> -23

24 UNICCO SERVICE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. OPERATIONS These consolidated financial statements include the accounts of UNICCO Service Company ("UNICCO" or the "Company") and its wholly-owned subsidiaries for the period subsequent to October 17, 1997. Prior to that time, the financial statements were prepared on a combined basis as all entities within the consolidated group (the "Group") had been owned, managed and controlled by common shareholders (see Note 11). The Company provides integrated facilities services, including industrial and mechanical engineering, plant operations, custodial and maintenance services and administrative services. The Company's customers include commercial, industrial and financial institutions, retail, educational and healthcare facilities and state and federal government agencies. 2. RETIREMENT OF DEBT During fiscal 2000, the Company repurchased through a series of open market and privately-negotiated transactions, $57.9 million face amount of its Senior Subordinated Notes (the "Notes"). This amount included $8.8 million (face amount) of Notes repurchased with the remaining net proceeds from the December 1998 sale of the Company's security business as required by the terms of the Indenture governing the Notes. The remaining Notes were repurchased in order to reduce future interest expense. The $50.1 million in cash used for the repurchase of the Notes and payment of accrued interest through the date of the repurchase was funded from cash on hand and $23.2 million in proceeds from the Company's revolving Credit Facility. The Company recorded an extraordinary loss of approximately $0.9 million, net of tax. The extraordinary loss resulted from the write-off of unamortized deferred financing costs and bond discount associated with the Notes. This loss was partially offset by the gain recorded for the Notes that were repurchased at prices below par. 3. SALE OF CERTAIN CONTRACTS Effective December 31, 1999, the Company sold certain janitorial contracts, primarily located in the Midwest, for $4.05 million in cash with an additional contingent price of $450,000. In October 2000, the Company received $440,000 of the additional contingent price that was recorded as a gain on sale of assets for the full amount received. The contingent purchase price was payable based upon such contracts achieving a defined minimum profit during the six-month period following the sale. The Company recorded an immaterial gain in connection with this sale. The gain recorded was the net proceeds received, less severance liabilities and the write-off of fixed assets and certain intangible assets. The disposition of these contracts is not considered material to the Company's ongoing operations. 4. DISCONTINUED OPERATIONS The Company sold its security business for $12.0 million effective December 28, 1998. The Company recorded a gain of approximately $4.1 million in connection with this sale. The Company did not provide for any state income taxes as a result of the gain on the sale due to the utilization of state net operating loss carryforwards. The gain and the operating results of the security operations are reported as discontinued operations in the accompanying consolidated financial statements. The Company retained net assets of $7.4 million relating to the discontinued security operations, comprised primarily of accounts receivable, less accounts payable and payroll-related accruals. These retained net assets were transferred to UNICCO Service Company and were excluded from the determination of the gain on sale. Operating results of discontinued operations were as follows: FISCAL 1999 IN THOUSANDS ------------ Revenues............................. $ 28,569 Income before income taxes........... 1,131 Income taxes......................... (12) ---------- Net income........................... $ 1,143 ========== -24-

25 From June 29, 1998 to December 28, 1998, the security business provided cash flows from operating activities of $2.0 million, which was used to pay down intercompany debt. 5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Significant intercompany transactions have been eliminated in consolidation. Fiscal Year The Company is on a 52/53 week fiscal year ending on the close of business on the last Sunday of June. All fiscal years presented are 52 week years. Cash and Cash Equivalents The Company considers all highly liquid investments with remaining maturities of three months or less at the time of acquisition to be cash equivalents. The Company had no cash equivalents at June 24, 2001 and June 25, 2000. Cash equivalents of $24,938,000 at June 27, 1999 consist of an investment in a money market mutual fund. At June 27, 1999, cash equivalents were carried at cost, which approximated fair value. Depreciation and Amortization The Company provides for depreciation and amortization by charges to operations in amounts that allocate the cost of property and equipment and leasehold improvements over their estimated useful lives using the declining balance and straight-line methods as follows: ESTIMATED DESCRIPTION USEFUL LIFE ----------- ----------- Transportation equipment 3-5 years Machinery and equipment 5-10 years Computer equipment and software 3-5 years Furniture and fixtures 5-10 years Leasehold improvements Shorter of estimated useful life or life of lease Intangible Assets Intangible assets consist primarily of acquired contract rights, favorable lease arrangements, and goodwill, representing the excess of the purchase price over the fair value of the net assets acquired in each acquisition accounted for as purchase. Acquired contract rights are amortized on a straight-line basis over the estimated remaining lives of the customer relationships, which range from 7 to 15 years. These lives represent the estimated remaining average lives of the contracts acquired which exceed the actual contract lives and are based generally on the historical experience of the individual businesses and contracts acquired. Goodwill is amortized on a straight-line basis over an estimated life of 15 years. During the third quarter of fiscal 2000, the Company wrote off the portion of its intangible assets that related to certain contracts sold effective December 31, 1999, (See Note 3 of the Company's Consolidated Financial Statements). Intangible assets consist of the following at June 24, 2001 and June 25, 2000: FISCAL 2001 FISCAL 2000 IN THOUSANDS IN THOUSANDS ------------ ------------ Acquired contract rights............ $ 40,196 $ 40,327 Favorable leases.................... 271 271 Goodwill............................ 12,334 12,334 ------------ ------------ 52,801 52,932 Less-- Accumulated amortization..... (20,521) (16,766) ------------ ------------ $ 32,280 $ 36,166 ============ ============ -25-

26 Impairment The Company has adopted Statement of Financial Accounting Standards No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." In accordance with this Statement, the Company reviews long-lived assets and related goodwill for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be fully recoverable. Other Assets Other assets consist principally of deferred financing costs, which are amortized over the repayment term of the respective debt. Revenue Recognition Service revenues are generated primarily by efforts expended on cost-plus fixed-fee, fixed-price and modified cost-plus contracts. Revenue from cost-plus fixed-fee contracts is recognized on the basis of direct and indirect expenses incurred plus the allocable portion of the fixed fee. Revenues on fixed price contracts are recognized based on the monthly amount as stipulated in the contract and the performance of services. Revenues under modified cost-plus contracts are recorded at the contracted rates as labor efforts are expended and other direct costs are incurred. Losses, if any, are provided for at the time that management determines that costs, including estimated costs to complete, exceed contract revenue. Financial Instruments The Company's financial instruments consist of cash, cash equivalents, receivables, accounts payable, line of credit and debt instruments. The estimated fair values of the Company's cash, cash equivalents, receivables, accounts payable and line of credit approximate their carrying values. The fair value of the Company's Notes is determined based on the price at which the Notes were trading on the open market as of the last business day prior to the fiscal 2001 year end. The fair value of the Company's subordinated indebtedness is calculated as the cash outflows related to the indebtedness, discounted at the Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin as defined by the Company's Credit Facility. Income Taxes Income taxes for financial reporting purposes are recorded in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS 109"). The asset and liability approach underlying FAS 109 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of the Company's assets and liabilities. Foreign Currency Translation In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation," the financial statements of UFSCC, the Company's Canadian subsidiary, are translated into U.S. dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders' equity at historical exchange rates. The resulting translation adjustment is recorded as a component of shareholders' equity. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts and disclosures reported in the accompanying combined financial statements. Actual amounts could differ from those estimates. -26-

27 Concentration of Credit Risk Concentrations of credit risk with respect to accounts receivable and unbilled receivables are limited because a large number of North American customers make up the Company's customer base, thus spreading trade credit risk. In addition, the Company performs ongoing evaluations of customers' financial position. The Company does not require collateral and maintains reserves for potential uncollectible amounts that, in the aggregate, have not exceeded management expectations. Reclassifications Certain prior year amounts have been reclassified within the financial statements to conform to the current year presentation. 6. ACQUISITIONS Effective September 1, 1998, the Company acquired certain assets of Empire Maintenance Industries, Inc., a Canadian janitorial services company ("Empire"), for $4.4 million in cash. The acquisition was accounted for as a purchase and the operations of Empire are included in the accompanying consolidated financial statements since the effective date of the acquisition. This acquisition is not considered material to the Company's operations. 7. DEBT Notes Offering On October 17, 1997, the Company consummated a $105 million Senior Subordinated Notes Offering (the "Notes Offering") and entered into a $45 million Amended and Restated Revolving Credit Facility (the "Credit Facility"). Effective December 21, 2000, the Company increased the amount that it may borrow from $45.0 million to $55.0 million. The net proceeds from the Notes Offering and the Credit Facility were used to repay approximately $84.8 million of indebtedness under the Company's existing credit facilities and $19.7 million of certain other indebtedness, fees and expenses incurred in connection with such financing. In addition, the Company recorded $4.7 million of new deferred financing costs. During fiscal 2000, the Company repurchased $57.9 million (face amount) of the Notes (See Note 2). -27-

28 The remaining Notes will mature on October 15, 2007. The Notes will not be redeemable at the issuers' option prior to October 15, 2002. Thereafter, the Notes will be subject to redemption at any time at the option of the issuers at redemption prices set forth in the Notes. Interest on the Notes accrues at the rate of 9 7/8% per annum and is payable semi-annually in arrears on April 15 and October 15 of each year. The payment of principal and interest on the Notes is subordinated in right to the prior payment of all senior debt, as defined. Upon the occurrence of a change in control, as defined, the issuers will be obligated to make an offer to each holder of the Notes to repurchase all or any part of such holders' Notes at an offer price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest. Restrictions under the Notes and the Credit Facility include limitations on certain sales of assets, certain payments of dividends and incurrence of debt, and limitations on certain mergers and transactions with affiliates. Credit Facility The Credit Facility described above is available for working capital requirements and acquisition financing. Base Rate loans bear interest at the Base Rate plus the Applicable Base Rate Margin, as defined (7.75% at June 24, 2001 and 9.50% at June 25, 2000). Eurodollar loans bear interest at the Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin, as defined (6.26% (30 Day Rate) and 6.20% (60 Day Rate) at June 24, 2001 and 8.09% at June 25, 2000). There were cash borrowings of $27.7 million and $25.9 million outstanding under the Credit Facility at June 24, 2001 and June 25, 2000 respectively. The cash borrowings as of June 24, 2001 were outstanding at three interest rates; $2.7 million was outstanding at the Base Rate plus the Applicable Base Rate Margin, as defined, $5.0 million was outstanding at the 30 Day Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin, as defined and $20.0 million was outstanding at the 60 Day Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin, as defined. The cash borrowings as of June 25, 2000 were outstanding at the two interest rates; $5.9 million was outstanding at the Base Rate plus the Applicable Base Rate Margin, as defined and $20.0 million was outstanding at the Adjusted Eurodollar Rate plus the Applicable Eurodollar Margin, as defined. The Credit Facility matures on October 14, 2002. Availability under the Credit Facility is reduced by outstanding letters of credit (see Note 9). The Credit Facility requires the Company to remain in compliance with certain financial ratios as well as other restrictive the covenants. As of June 24, 2001, the Company was in violation of two of the financial covenants. The Company obtained waivers of these violations from the lenders. The lenders also amended certain financial covenants for fiscal 2002. Subordinated Promissory Note On June 28, 1996, the Company entered into a $5,000,000 subordinated promissory note agreement with Massachusetts Capital Resource Company ("MCRC"). The promissory note is due on September 30, 2001 and provides for quarterly interest payments based on an annual interest rate of 14%. This note was not extinguished as part of the October 17, 1997 Notes Offering. The agreement provides for certain restrictive covenants, substantially equivalent to those governing the Notes. As of June 24, 2001, the Company was in compliance with such covenants. The Company made $1.0 million of optional principal payments during both fiscal 2001 and fiscal 2000 and a $0.25 million optional principal payment subsequent to June 24, 2001 on this indebtedness. Minimum future principal payments of long-term debt at June 24, 2001 are as follows: AMOUNT FISCAL YEAR IN THOUSANDS ----------- ------------ 2002.............................. $ 3,000 2003.............................. 27,680 2004.............................. 0 2005.............................. 0 2006.............................. 0 --------- $ 30,680 ========= The estimated fair values of the Senior Subordinated Notes and the Subordinated Promissory Note at June 24, 2001 are presented below (in thousands): CARRYING FAIR AMOUNT VALUE -------------- ----------- Fixed-Rate Senior Subordinated Notes $ 47,020 $ 45,978 Fixed-Rate Subordinated Promissory Note 3,000 3,129 Variable-Rate Credit Facility 27,680 27,680 -28-

29 8. TRANSACTIONS WITH RELATED PARTIES Notes Receivable From Officers Notes receivable from officers/shareholders consist primarily of $3.75 million in notes which bear interest at the prime rate and are payable in full on March 15, 2004. The remaining notes receivable from officers/shareholders bear interest at the applicable federal rate (5.75% at June 24, 2001 and 6.11% at June 25, 2000). All notes receivables are classified as long-term as the notes have due dates beyond the end of the fiscal 2002. Interest receivable related to these notes was approximately $241,000 and $241,000 at June 24, 2001 and June 25, 2000, respectively. On June 24, 1996, UNICCO loaned an officer of the Company approximately $217,000 to purchase 27 shares of nonvoting common stock. This loan accrued interest at an average of the applicable federal rate. The note and related accrued interest was forgiven in three equal installments in fiscal 2000, 1999 and 1998. The outstanding balance was classified as a deduction from shareholders' equity. There was no balance outstanding as of June 24, 2001 and June 25, 2000. Lease Agreements With Affiliates The Company leases certain office space, through November 2005, from an affiliated company. Lease expense related to this lease was $68,700, $57,000 and $57,000 for fiscal 2001, 2000 and 1999, respectively. Approximate future minimum lease payments under this agreement for fiscal 2002 through fiscal year 2006 are $73,450, $73,450, $73,450, $73,450, and $30,600. Such amounts are included in Note 9. On September 30, 1998, the Company entered into an agreement to lease certain equipment from an affiliate. The monthly payments were $90,000 and the lease was terminated in August 2001. Total annual payments made by the Company under this lease were $1,080,000 in both fiscal 2001 and 2000. Insurance Agreement With An Affiliate Prior to the end of fiscal 1995, the Company insured its workers' compensation and general liability risks through a combination of a self-insurance program and indemnity coverage obtained from a third-party carrier. At the end of fiscal 1995, the Company entered into an agreement with a commercial insurance carrier whereby its workers' compensation and general liability insurance risks are reinsured with an affiliated company. Under the terms of this arrangement, the Company's obligations with respect to workers' compensation and general liability claims are limited to the premiums paid for such insurance. The Company's insurance premiums are actuarially determined based on its historical loss experience. The amount charged to expense related to the arrangement was approximately $12,366,000, $10,748,000, and $10,793,000 in fiscal 2001, 2000 and 1999, respectively. Based on an audit conducted by the commercial insurance carrier during fiscal 1999, an additional premium payment of $1.6 million was required. This payment was made and charged to operations in fiscal 1999. Based on an audit conducted by the Company's insurance carrier during fiscal 2001, an additional premium payment of $2.9 million was required. The additional premium was recorded as a liability as of June 24, 2001 and charged to operations during fiscal 2001. At June 24, 2001, current assets includes no prepaid insurance premiums related to the above program. At June 25, 2000 current assets include prepaid insurance premiums, related to the above program, of $1.7 million. 9. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain equipment and facilities under noncancelable operating leases through October 31, 2006. Rent expense under these leases was approximately $8,495,000, $6,742,000 and $6,043,000 for the years ended June 24, -29-

30 2001, June 25, 2000 and June 27, 1999, respectively. The approximate future minimum payments under these leases are as follows: AMOUNT FISCAL YEAR IN THOUSANDS ----------- ------------ 2002............................. $ 6,979 2003............................. 5,274 2004............................. 3,807 2005............................. 2,454 2006............................. 1,965 Thereafter....................... 5,846 ------------ $ 26,325 ============ The Company leases certain facilities under tenancy-at-will agreements, which are not included in the future minimum lease payments above. Future payments above do not include the lease of warehouses at annual costs of approximately $978,000, $968,000, $785,000, $487,000, $252,000 and $189,000 in fiscal 2002, 2003, 2004, 2005, 2006 and beyond, respectively, which are fully reimbursed by a customer. Such customer is liable for any remaining obligation under these leases in the event that the customer terminates the Company's contracts. Letters of Credit The Company was contingently liable under certain letters of credit, in the aggregate amounts of approximately $18,650,000 and $5,851,000 as of June 24, 2001 and June 25, 2000, respectively. The letters of credit were primarily issued in connection with the Company's insurance programs. Stock Repurchase Agreement All nonvoting common shares (see Note 11) may be redeemed by the Company, at its option, at the then book value of the shares, as defined, in the event that the shareholders cease employment with the Company. Legal Proceedings The Company is involved in numerous pending legal proceedings, primarily employment and labor relations matters and contract litigation related to payment disputes, arising in the ordinary course of the Company's business. Based on the information currently available, management believes that the resolution of these matters will not materially affect the Company's financial condition, results of operations or cash flows. On August 1, 2001, the Equal Employment Opportunity Commission ("EEOC") issued probable cause findings against the Company in connection with a joint investigation (which included the Massachusetts Attorney General ("AG") and the Massachusetts Commission Against Discrimination ("MCAD")) of certain sexual harassment claims filed by seven former employees. The agencies allege "pattern and practice" sexual harassment violations by the Company. The EEOC is seeking monetary and affirmative relief from the Company. Although, the Company strongly disagrees with the agencies' findings, it will join with EEOC, MCAD and the AG in a collective effort toward conciliation of this matter. By law, this conciliation must occur prior to the filing of any litigation. This dispute concerns only the Company's janitorial operations in Massachusetts. 10. INCOME TAXES UNICCO has elected to be taxed as a subchapter S corporation for federal and certain state income tax purposes and is a business trust for Massachusetts state tax purposes. UNICCO's provision for income taxes results from states that do not recognize its S corporation status for state income tax purposes and its business trust status in Massachusetts. UNICCO is on the cash basis of accounting for income tax reporting purposes and the accrual basis of accounting for financial reporting. Effective January 1, 1997, the Company's subsidiary, USC, Inc. elected to be taxed as an S corporation for federal and certain state income tax purposes. Prior to January 1, 1997, USC, Inc. was a C corporation and was subject to federal and state income taxes at the corporate level. -30-

31 Income from continuing operations before provision for income taxes and extraordinary item was taxed under the following jurisdictions: YEAR ENDED IN THOUSANDS ----------------------------------- JUNE 24, JUNE 25, JUNE 27, 2001 2000 1999 ----------- --------- ---------- Domestic......................... $ 3,871 $ 4,725 $ 2,680 Foreign.......................... 1,316 651 1,250 ----------- --------- ---------- $ 5,187 $ 5,376 $ 3,930 =========== ========= ========== The provision (benefit) for income taxes related to income from continuing operations before extraordinary item consists of the following: YEAR ENDED IN THOUSANDS ---------------------------------- JUNE 24, JUNE 25, JUNE 27, 2001 2000 1999 ----------- --------- -------- Current: Federal........................ $ -- $ -- $ -- State.......................... 277 330 316 Foreign........................ 686 493 806 Deferred: Federal........................ -- -- -- State.......................... (139) 182 (298) -------- -------- -------- $ 824 $ 1,005 $ 824 ======= ======== ======== Deferred taxes arise primarily from book (accrual basis) and tax (cash basis) differences in recording revenues and expenses. Deferred tax assets (liabilities) are comprised of the following: JUNE 24, JUNE 25, 2001 2000 IN THOUSANDS IN THOUSANDS ------------ ------------ Receivables............................... $ (3,509) $ (3,225) Other assets.............................. (214) (254) ---------- ----------- Gross deferred tax liabilities............ (3,723) (3,479) ---------- ----------- Accounts payable.......................... 513 337 Accrued payroll........................... 744 579 Other accruals and reserves............... 149 220 State net operating loss carryforwards.... 380 345 ----------- ----------- Gross deferred tax assets................. 1,786 1,481 Valuation allowance....................... (150) (228) ------------ ------------ Net deferred tax assets................... 1,636 1,253 ----------- ----------- Net deferred tax liabilities.............. $ (2,087) $ (2,226) =========== =========== State net operating loss carryforwards are limited to those states which do not recognize UNICCO's subchapter S status and are further limited to the carryforward period for each respective state in which such loss was generated, generally ranging from three to fifteen years. State net operating loss carryforwards increased during fiscal 2001 primarily as a result of the Company recording a tax asset for a taxing jurisdiction which changed its treatment of net operating losses. Company management believes that it is more likely than not that it will realize approximately $230,000 of the tax benefit associated with the operating loss described above. This belief is based upon a review of available evidence, including historical operating results, projections of future taxable income, recognizing the limitations described above, and tax planning strategies. The Company has recorded a valuation allowance against the remaining portion of the deferred tax asset related to the above referenced state net operating loss carryforwards. The decrease in the valuation allowance was the result of the Company's ability to utilize state net operating loss carryforwards at a rate faster than previously estimated. -31-

32 The effective income tax rate differs from the statutory federal income tax rate as follows: FOR THE YEAR ENDED --------------------------------- JUNE 24, JUNE 25, JUNE 27, 2001 2000 1999 ------- --------- ------- Federal statutory rate..................... 35.0% 35.0% 35.0% Income from S corporations not taxable for corporate income tax purposes........ (35.0) (35.0) (35.0) State income taxes, net of federal benefit. 4.9 7.1 4.2 Rate difference - foreign taxes............ 13.2 9.2 20.5 Valuation allowance........................ (1.5) 0.5 1.5 Other...................................... (0.7) 1.9 (5.2) ------ ------ ------ 15.9% 18.7% 21.0% ====== ====== ======= The "Other" reconciling item in fiscal 1999 relates primarily to the transfer of temporary differences of the discontinued security business. These temporary differences were transferred to a tax paying entity with a lower effective state income tax rate. 11. SHAREHOLDERS' EQUITY Common shares of UNICCO consist of the following: JUNE 24, JUNE 25, 2001 2000 IN THOUSANDS IN THOUSANDS ------------ ------------ Common shares of beneficial interest, voting, no par value-- Issued and outstanding-- 1,000 shares................ $ 10 $ 10 Common shares of beneficial interest, nonvoting, no par value-- Issued-120 shares (includes 66 shares in treasury) .. 368 368 ------- ------- $ 378 $ 378 ======= ======= The accompanying consolidated financial statements include the accounts of UNICCO and USC, Inc., which were owned, managed and controlled by common shareholders. In connection with the October 1997 Notes Offering, the shareholders of UNICCO contributed their ownership interests in USC, Inc. (1,000 no par voting and 54 no par nonvoting common shares) to UNICCO. As a result, all of the operations of the Company are now conducted through UNICCO and its wholly-owned subsidiaries. This transaction was accounted for in a manner similar to that in pooling of interests accounting with the assets and liabilities being recorded at their historical cost due to the exchange of stock occurring between entities under common control. 12. EMPLOYEE BENEFIT PLANS Multiemployer Pension Plans Certain employees under collective bargaining agreements are covered by union-sponsored, multi-employer pension plans. Company contributions, generally based on hours worked, are in accordance with negotiated labor contracts. The Company recorded expenses of approximately $3,443,000, $3,866,000, and $4,150,000 in fiscal 2001, 2000 and 1999, respectively, related to the plans. Information is not readily available for the Company to determine its share of unfunded vested benefits, if any, under the plans. 401(k) Investment Savings Plans UNICCO maintains 401(k) retirement plans (the "Plans") covering all employees who have completed one year of service, as defined, and are not subject to a collective bargaining agreement. The Plans allow eligible employees to make salary-deferred contributions for not less than 1% nor more than 20% of their compensation for the contribution period, as defined, subject to certain IRS limitations. The Company matches 50% of the employees' contribution up to 3% of base -32-

33 salary. UNICCO made contributions of approximately $1,307,000, $1,545,000 and $1,260,000 in fiscal 2001, 2000 and 1999, respectively. Deferred Compensation Plan Effective fiscal 2000, the Company established a deferred compensation plan for certain employees of the Company as designated by the Compensation Committee of the Advisory Board. Eligible employees may defer up to 13% of their annual base salary. The Company matches the employee contribution dollar-for-dollar up to 3% of the employee's base salary. Effective July 2001, the limit for the Company match was increased to 5% of the employee's base salary. The investments of the plan will be held in a so-called Rabbi trust. The assets held by the trust are considered general, unrestricted assets of the Company and are always subject to the claims of the Company's creditors. The Company contributed $367,000 and $174,000 to the plan in fiscal 2001 and fiscal 2000, respectively. The Company recorded a reduction in compensation expense of $218,000 in fiscal 2001 and additional expense of $44,000 in fiscal 2000 related to changes in the fair value of the assets held in the trust. Long-Term Incentive Plan Effective fiscal 2000, the Company established a long-term incentive plan for certain key employees. At each fiscal year end beginning with fiscal 1999 (the base year), a valuation of the Company will be performed. After each annual valuation, up to 10% of the increase (if any) in the value of the Company will be contributed at the Company's discretion on behalf of the employees covered by the plan. The investments of the plan will be held in a Rabbi trust. The assets held by the trust are considered general, unrestricted assets of the Company and are always subject to the claims of the Company's creditors. There were no contributions to the plan in fiscal 2001 or fiscal 2000. 13. SEGMENT INFORMATION During fiscal 1999, the Company adopted Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information." The Company operates in one segment, that is, as a provider of integrated facility services. Although management reviews and operates the business on a divisional basis, the divisions are primarily segregated by region and the economic characteristics of the divisions' services and client bases are similar. Therefore, the Company's divisions are aggregated as one business segment. The table below contains certain financial information by geographic region (in thousands): <TABLE> <CAPTION> NET REVENUE FROM CONTINUING OPERATIONS LONG-LIVED ASSETS -------------------------------------------------- --------------------------- FISCAL FISCAL FISCAL FISCAL FISCAL ---------------- --------------- ----------------- -------------- ------------ 2001 2000 1999 2001 2000 ---------------- --------------- ----------------- -------------- ------------ <S> <C> <C> <C> <C> <C> By Geographic Area United States $ 538,055 $ 502,866 $ 474,219 $ 45,110 $ 41,188 Canada 52,367 52,218 48,144 4,704 5,297 ---------- ---------- ---------- --------- --------- Consolidated $ 590,422 $ 555,084 $ 522,363 $ 49,814 $ 46,485 ========== ========== ========== ========= ========= </TABLE> 14. RECENT ACCOUNTING DEVELOPMENTS In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141"). SFAS 141 addresses financial accounting and reporting for business combinations initiated after June 30, 2001. As the Company has not entered into a business combination since June 30, 2001, SFAS 141 has no impact on the Company. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets. The Company has elected early adoption of SFAS 142 in the first quarter of fiscal 2002. Under SFAS 142, the Company will discontinue the amortization of its acquired goodwill. The expected decrease in amortization expense as a result of the adoption of SFAS 142 in fiscal 2002 is $830,000. In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143 addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement has no impact on the Company. 15. CONSOLIDATING FINANCIAL INFORMATION OF GUARANTOR SUBSIDIARIES The Notes are guaranteed by each of UNICCO's domestic subsidiaries. Each guarantor subsidiary of UNICCO is under common management, is directly or indirectly wholly-owned and the guarantees related to the Notes Offering are full, unconditional and joint and several. UFSCC is indirectly wholly-owned and is not a guarantor of this debt. Separate financial statements of the guarantor subsidiaries are not presented because management has determined that they would not be material to investors. However, consolidating financial information as of June 24, 2001 and June 25, 2000 and for the years then ended, are presented. The following presents consolidating financial information (rounded to the nearest thousand) for (i) UNICCO only, (ii) the guarantor subsidiaries on a combined basis, (iii) the nonguarantor Canadian subsidiary -- UFSCC, and (iv) the Company on a consolidated basis (see Note 11). The guarantor subsidiaries' income statement and balance sheet for and as of June 27, 1999 reflects the discontinued operations of the security business. -33-

34 CONDENSED CONSOLIDATING STATEMENT OF INCOME - (IN THOUSANDS) <TABLE> <CAPTION> YEAR ENDED JUNE 24, 2001 ------------------------------------------------------------------------- NONGUARANTOR GUARANTOR SUBSIDIARY CONSOLIDATED UNICCO SUBSIDIARIES UFSCC ELIMINATIONS TOTAL --------- ------------ ----------- ------------ ------------ <S> <C> <C> <C> <C> <C> Service revenues ..................... $ 503,125 $ 34,930 $ 52,367 $ -- $ 590,422 Cost of service revenues ............. 450,100 32,248 48,007 -- 530,355 --------- --------- --------- --------- --------- Gross profit ....................... 53,025 2,682 4,360 -- 60,067 Selling, general and administrative expenses ........................... 40,250 1,301 2,221 -- 43,772 Amortization of intangible assets .... 3,102 380 297 -- 3,779 --------- --------- --------- --------- --------- Income from operations ............. 9,673 1,001 1,842 -- 12,516 Interest income ...................... 52 -- 56 -- 108 Interest expense ..................... (6,746) (548) (583) (7,877) Gain on sale of contracts ............ 440 -- -- -- 440 --------- --------- --------- --------- --------- Income from continuing operations before income taxes and extraordinary item ................. 3,419 453 1,315 -- 5,187 Provision for income taxes ........... 15 123 686 -- 824 --------- --------- --------- --------- --------- Income from continuing operations before equity in net earnings of subsidiaries and extraordinary item ............................... 3,404 330 629 -- 4,363 Equity in net earnings of subsidiaries 959 131 -- (1,090) -- --------- --------- --------- --------- --------- Net income ........................... $ 4,363 $ 461 $ 629 $ (1,090) $ 4,363 ========= ========= ========= ========= ========= </TABLE> -34-

35 CONDENSED CONSOLIDATING STATEMENT OF INCOME - (IN THOUSANDS) <TABLE> <CAPTION> YEAR ENDED JUNE 25, 2000 ----------------------------------------------------------------------- NONGUARANTOR GUARANTOR SUBSIDIARY CONSOLIDATED UNICCO SUBSIDIARIES UFSCC ELIMINATIONS TOTAL --------- ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> <C> Service revenues ..................... $ 467,139 $ 35,727 $ 52,218 $ -- $ 555,084 Cost of service revenues ............. 413,150 32,600 47,257 -- 493,007 --------- --------- --------- --------- --------- Gross profit ....................... 53,989 3,127 4,961 -- 62,077 Selling, general and administrative expenses ........................... 38,921 1,427 3,456 -- 43,804 Amortization of intangible assets .... 3,247 386 306 -- 3,939 --------- --------- --------- --------- --------- Income from operations ............. 11,821 1,314 1,199 -- 14,334 Interest income ...................... 851 0 63 -- 914 Interest expense ..................... (8,713) (548) (611) -- (9,872) --------- --------- --------- --------- --------- Income from continuing operations before income taxes and extraordinary item ................. 3,959 766 651 -- 5,376 Provision for income taxes ........... 292 220 493 -- 1,005 --------- --------- --------- --------- --------- Income from continuing operations before equity in net earnings of subsidiaries and extraordinary item 3,667 546 158 -- 4,371 Equity in net earnings of subsidiaries 704 34 -- (738) -- --------- --------- --------- --------- --------- Income before extraordinary item ..... 4,371 580 158 (738) 4,371 Extraordinary loss, net of tax benefit of $36 ............................. (897) -- -- -- (897) --------- --------- --------- --------- --------- Net income ........................... $ 3,474 $ 580 $ 158 $ (738) $ 3,474 ========= ========= ========= ========= ========= </TABLE> -35-

36 CONDENSED CONSOLIDATING STATEMENT OF INCOME - (IN THOUSANDS) <TABLE> <CAPTION> YEAR ENDED JUNE 27, 1999 ----------------------------------------------------------------------- NONGUARANTOR GUARANTOR SUBSIDIARY CONSOLIDATED UNICCO SUBSIDIARIES UFSCC ELIMINATIONS TOTAL --------- ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> <C> Service revenues ......................... $ 442,472 $ 31,747 $ 48,144 $ -- $ 522,363 Cost of service revenues ................. 392,844 26,687 43,032 -- 462,563 --------- --------- --------- --------- --------- Gross profit ........................... 49,628 5,060 5,112 -- 59,800 Selling, general and administrative expenses ............................... 35,907 1,491 3,106 -- 40,504 Amortization of intangible assets ........ 3,619 389 270 -- 4,278 --------- --------- --------- --------- --------- Income from operations ................. 10,102 3,180 1,736 -- 15,018 Interest income .......................... 771 -- 55 -- 826 Interest expense ......................... (10,802) (571) (541) -- (11,914) --------- --------- --------- --------- --------- Income from continuing operations before income taxes .................... 71 2,609 1,250 -- 3,930 Provision for income taxes ............... (52) 70 806 -- 824 --------- --------- --------- --------- --------- Income from continuing operations before equity in net earnings of subsidiaries ........................... 123 2,539 444 -- 3,106 Equity in net earnings of subsidiaries ... 8,208 93 -- (8,301) -- --------- --------- --------- --------- --------- Income from continuing operations ........ 8,331 2,632 444 (8,301) 3,106 Discontinued operations: Income from discontinued operations, net of tax $(12) ..................... -- 1,143 -- -- 1,143 Gain on sale of discontinued operations, net of tax of $0 ..................... -- 4,082 -- -- 4,082 --------- --------- --------- --------- --------- Net income ............................... $ 8,331 $ 7,857 $ 444 $ (8,301) $ 8,331 ========= ========= ========= ========= ========= </TABLE> -36-

37 CONDENSED CONSOLIDATING BALANCE SHEET - (IN THOUSANDS) <TABLE> <CAPTION> JUNE 24, 2001 --------------------------------------------------------------------------- NONGUARANTOR GUARANTOR SUBSIDIARY - CONSOLIDATED UNICCO SUBSIDIARIES UFSCC ELIMINATIONS TOTAL --------- ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> <C> Assets Current assets: Cash and cash equivalents ................... $ 1,946 $ 13 $ 2,728 $ -- $ 4,687 Accounts receivable, less reserve of $3,215 . 43,842 4,127 5,321 -- 53,290 Unbilled receivables ........................ 24,792 2,133 2,294 -- 29,219 Intercompany receivable (payable) ........... 3,139 4,459 (7,598) -- -- Other current assets ........................ 4,616 -- 458 -- 5,074 --------- --------- --------- --------- --------- Total current assets ............... 78,335 10,732 3,203 -- 92,270 --------- --------- --------- --------- --------- Property and equipment, at cost ............. 17,774 1,211 2,715 -- 21,700 Less - accumulated depreciation and amortization .............................. 11,621 946 1,376 -- 13,943 --------- --------- --------- --------- --------- Net property and equipment ............. 6,153 265 1,339 -- 7,757 --------- --------- --------- --------- --------- Due from (to) affiliates .................... 14,509 (620) -- (13,889) -- Investment in subsidiary .................... 16,451 834 -- (17,285) -- Notes receivable and accrued interest from officers .................................. 4,295 -- -- -- 4,295 Intangible assets, net of amortization ...... 25,507 3,435 3,338 -- 32,280 Other assets, net ........................... 5,455 -- 27 -- 5,482 --------- --------- --------- --------- --------- 66,217 3,649 3,365 (31,174) 42,057 --------- --------- --------- --------- --------- $ 150,705 $ 14,646 $ 7,907 $ (31,174) $ 142,084 ========= ========= ========= ========= ========= Liabilities and Shareholders' Equity Current liabilities: Cash overdraft .............................. $ 3,843 $ 410 $ -- $ -- $ 4,253 Accounts payable ............................ 10,981 1,037 1,523 -- 13,541 Accrued payroll and payroll-related expenses. 18,062 618 2,287 -- 20,967 Deferred income taxes ....................... 2,123 198 -- -- 2,321 Current portion of long-term debt ........... 3,000 -- -- -- 3,000 Other accrued expenses ...................... 4,644 40 415 -- 5,099 --------- --------- --------- --------- --------- Total current liabilities .......... 42,653 2,303 4,225 -- 49,181 --------- --------- --------- --------- --------- Long-term liabilities: Line of Credit .............................. 27,680 -- -- -- 27,680 Long-term debt .............................. 47,020 -- -- -- 47,020 Other long-term liabilities ................. 1,859 -- -- -- 1,859 --------- --------- --------- --------- --------- Total long-term liabilities ........ 76,559 -- -- -- 76,559 --------- --------- --------- --------- --------- Commitments and Contingencies Shareholders' equity ........................ 31,995 12,343 3,682 (31,174) 16,846 Less treasury shares at cost ................ (502) -- -- -- (502) --------- --------- --------- --------- --------- Total shareholders' equity ......... 31,493 12,343 3,682 (31,174) 16,344 --------- --------- --------- --------- --------- $ 150,705 $ 14,646 $ 7,907 $ (31,174) $ 142,084 ========= ========= ========= ========= ========= </TABLE> -37-

38 CONDENSED CONSOLIDATING BALANCE SHEET - (IN THOUSANDS) <TABLE> <CAPTION> JUNE 25, 2000 ------------------------------------------------------------------------- NONGUARANTOR GUARANTOR SUBSIDIARY - CONSOLIDATED UNICCO SUBSIDIARIES UFSCC ELIMINATIONS TOTAL --------- ------------ ------------- ------------ --------- <S> <C> <C> <C> <C> <C> Assets Current assets: Cash and cash equivalents ................... $ 2,320 $ 13 $ -- $ -- $ 2,333 Accounts receivable, less reserve of $3,194 38,387 3,888 6,792 -- 49,067 Unbilled receivables ........................ 21,278 2,343 946 -- 24,567 Intercompany receivable (payable) ........... 2,631 3,578 (6,209) -- -- Other current assets ........................ 5,106 -- 573 -- 5,679 --------- --------- --------- --------- --------- Total current assets ............... 69,722 9,822 2,102 -- 81,646 --------- --------- --------- --------- --------- Property and equipment, at cost ............. 14,624 987 2,623 -- 18,234 Less - accumulated depreciation and amortization............................... 10,465 873 1,097 -- 12,435 --------- --------- --------- --------- --------- Net property and equipment ............. 4,159 114 1,526 -- 5,799 --------- --------- --------- --------- --------- Due from (to) affiliates .................... 14,509 (620) -- (13,889) -- Investment in subsidiary .................... 15,492 703 -- (16,195) -- Notes receivable and accrued interest from officers .................................. 645 -- -- -- 645 Intangible assets, net of amortization ...... 28,609 3,815 3,742 -- 36,166 Other assets, net ........................... 3,846 -- 29 -- 3,875 --------- --------- --------- --------- --------- 63,101 3,898 3,771 (30,084) 40,686 --------- --------- --------- --------- --------- $ 136,982 $ 13,834 $ 7,399 $ (30,084) $ 128,131 ========= ========= ========= ========= ========= Liabilities and Shareholders' Equity Current liabilities: Cash overdraft .............................. $ 329 $ 399 $ 1,869 $ -- $ 2,597 Accounts payable ............................ 7,168 689 1,109 -- 8,966 Accrued payroll and payroll-related expenses. 14,783 656 862 -- 16,301 Deferred income taxes ....................... 2,145 198 -- -- 2,343 Other accrued expenses ...................... 6,016 10 407 -- 6,433 --------- --------- --------- --------- --------- Total current liabilities .......... 30,441 1,952 4,247 -- 36,640 --------- --------- --------- --------- --------- Long-term liabilities: Line of Credit .............................. 25,886 -- -- -- 25,886 Long-term debt .............................. 50,998 -- -- -- 50,998 Other long-term liabilities ................. 647 -- -- -- 647 --------- --------- --------- --------- --------- Total long-term liabilities ........ 77,531 -- -- -- 77,531 --------- --------- --------- --------- --------- Commitments and Contingencies Shareholders' equity ........................ 29,512 11,882 3,152 (30,084) 14,462 Less treasury shares at cost ................ (502) -- -- -- (502) --------- --------- --------- --------- --------- Total shareholders' equity ......... 29,010 11,882 3,152 (30,084) 13,960 --------- --------- --------- --------- --------- $ 136,982 $ 13,834 $ 7,399 $ (30,084) $ 128,131 ========= ========= ========= ========= ========= </TABLE> -38-

39 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS - (IN THOUSANDS) <TABLE> <CAPTION> YEAR ENDED JUNE 24, 2001 ------------------------------------------------------------------- NONGUARANTOR GUARANTOR SUBSIDIARY - CONSOLIDATED UNICCO SUBSIDIARIES UFSCC ELIMINATIONS TOTAL ------- ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> <C> Cash flows relating to operating activities: Net income ........................................ $ 4,363 $ 461 $ 629 $(1,090) $ 4,363 Net earnings from equity investment ............... (959) (131) -- 1,090 -- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization of intangible assets ............... 3,102 380 297 -- 3,779 Amortization of debt issue costs and discount ...................................... 234 -- -- -- 234 Depreciation and amortization ................... 1,643 73 319 -- 2,035 Gain on disposals ............................... (8) -- -- -- (8) Gain on sale of contracts ....................... (440) -- -- -- (440) Deferred taxes .................................. (135) (4) -- -- (139) Deferred compensation plan ...................... (218) -- -- -- (218) Changes in assets and liabilities: Accounts receivable ............................. (5,455) (238) 1,292 -- (4,401) Unbilled receivables ............................ (3,514) 210 (1,394) -- (4,698) Intercompany receivable (payable) ............... (508) (883) 1,425 (34) -- Other current assets ............................ 490 -- 98 -- 588 Other long-term assets .......................... (1,310) -- -- -- (1,310) Accounts payable ................................ 3,813 348 (75) -- 4,086 Accrued expenses and other current liabilities ................................... 1,906 (4) 2,133 -- 4,035 Other long-term liabilities ..................... 1,054 -- -- -- 1,054 Other ........................................... -- -- -- 34 34 ------- ------- ------- ------- ------- Net cash provided by operating activities ..... 4,058 212 4,724 -- 8,994 ------- ------- ------- ------- ------- Cash flows relating to investing activities: Proceeds from sale of contracts ................... 440 -- -- -- 440 Purchases of property and equipment, net .......... (3,762) (223) (176) -- (4,161) Proceeds from sale of property and equipment ...... 133 -- -- -- 133 Increases in notes receivable and accrued interest from officers .......................... (3,750) -- -- -- (3,750) Payments received for notes receivable and accrued interest from officers .................. 100 -- -- -- 100 Increase in cash surrender value of officers' life insurance .................................. (239) -- -- -- (239) ------- ------- ------- ------- ------- Net cash used in investing activities ......... (7,078) (223) (176) -- (7,477) ------- ------- ------- ------- ------- Cash flows relating to financing activities: Cash overdraft .................................... 3,515 11 (1,869) -- 1,657 Proceeds from line of credit ...................... 1,794 -- -- -- 1,794 Payments on debt .................................. (1,000) -- -- -- (1,000) Distributions to shareholders ..................... (1,663) -- -- -- (1,663) ------- ------- ------- ------- ------- Net cash (used in) provided by financing activities .................................. 2,646 11 (1,869) -- 788 ------- ------- ------- ------- ------- Effect of exchange rate charges on cash and cash equivalents ....................................... -- -- 49 -- 49 ------- ------- ------- ------- ------- Net (decrease) increase in cash and cash equivalents (374) -- 2,728 -- 2,354 Cash and cash equivalents, beginning of period ...... 2,320 13 -- -- 2,333 ------- ------- ------- ------- ------- Cash and cash equivalents, end of period ............ $ 1,946 $ 13 $ 2,728 $ -- $ 4,687 ======= ======= ======= ======= ======= Supplemental disclosure of cash flow information: Cash paid during the year for: Interest ........................................ $ 7,620 $ -- $ 84 $ -- $ 7,704 ======= ======= ======= ======= ======= Income taxes .................................... $ 66 $ 100 $ 699 $ -- $ 865 ======= ======= ======= ======= ======= </TABLE> -39-

40 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS - (IN THOUSANDS) <TABLE> <CAPTION> YEAR ENDED JUNE 25, 2000 ----------------------------------------------------------------------- NONGUARANTOR GUARANTOR SUBSIDIARY - CONSOLIDATED UNICCO SUBSIDIARIES UFSCC ELIMINATIONS TOTAL -------- ------------ ------------- ------------ ------------ <S> <C> <C> <C> <C> <C> Cash flows relating to operating activities: Net income ........................................ $ 3,474 $ 580 $ 158 $ (738) $ 3,474 Net earnings from equity investment ............... (704) (34) -- 738 -- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization of intangible assets ............... 3,247 386 306 -- 3,939 Amortization of debt issue costs and discount ... 290 -- -- -- 290 Depreciation and amortization ................... 1,726 83 380 -- 2,189 Extraordinary loss on debt, net of tax .......... 897 -- -- -- 897 Gain on disposals ............................... (88) (6) -- -- (94) Deferred compensation plan ...................... 44 -- -- -- 44 Deferred income taxes ........................... 139 43 -- -- 182 Forgiveness of notes receivable from officer .... 72 -- -- -- 72 Changes in assets and liabilities: Accounts receivable ............................. 907 (111) (1,133) -- (337) Unbilled receivables ............................ 1,974 (560) (829) -- 585 Intercompany receivable (payable) ............... 63 (95) 88 (56) -- Other current assets ............................ (852) 62 213 -- (577) Other long-term assets .......................... (465) -- 9 -- (456) Accounts payable ................................ 1,282 (371) 443 -- 1,354 Accrued expenses and other current liabilities .. (71) -- (2,593) -- (2,664) Other long-term liabilities ..................... 487 -- -- -- 487 Other ........................................... 1 (1) -- 56 56 -------- -------- -------- -------- -------- Net cash provided by (used in) operating activities .................................. 12,423 (24) (2,958) -- 9,441 -------- -------- -------- -------- -------- Cash flows relating to investing activities: Proceeds from sale of contracts ................... 4,050 -- -- -- 4,050 Purchases of property and equipment, net .......... (2,594) (100) (119) -- (2,813) Proceeds from sale of property and equipment ...... 164 7 -- -- 171 Payments received for notes receivable and accrued interest from officers .................. 565 -- -- -- 565 Increase in cash surrender value of officers' life insurance .................................. (100) -- -- -- (100) -------- -------- -------- -------- -------- Net cash provided by (used in) investing activities .................................. 2,085 (93) (119) -- 1,873 -------- -------- -------- -------- -------- Cash flows relating to financing activities: Cash overdraft .................................... 329 117 1,869 282 2,597 Proceeds from line of credit ...................... 25,886 -- -- -- 25,886 Debt prepayments plus accrued interest ............ (59,044) -- -- -- (59,044) Distributions to shareholders ..................... (3,361) -- -- -- (3,361) -------- -------- -------- -------- -------- Net cash (used in) provided by financing activities .................................. (36,190) 117 1,869 282 (33,922) -------- -------- -------- -------- -------- Effect of exchange rate charges on cash and cash equivalents ....................................... -- -- 3 -- 3 -------- -------- -------- -------- -------- Net (decrease) increase in cash and cash equivalents (21,682) -- (1,205) 282 (22,605) Cash and cash equivalents, beginning of period ...... 24,002 13 1,205 (282) 24,938 -------- -------- -------- -------- -------- Cash and cash equivalents, end of period ............ $ 2,320 $ 13 $ -- $ -- $ 2,333 ======== ======== ======== ======== ======== Supplemental disclosure of cash flow information: Cash paid during the year for: Interest ........................................ $ 10,377 $ -- $ -- $ -- $ 10,377 ======== ======== ======== ======== ======== Income taxes .................................... $ 147 $ 191 $ 714 $ -- $ 1,052 ======== ======== ======== ======== ======== </TABLE> -40-

41 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS - (IN THOUSANDS) <TABLE> <CAPTION> YEAR ENDED JUNE 27, 1999 ----------------------------------------------------------------------- NONGUARANTOR GUARANTOR SUBSIDIARY - CONSOLIDATED UNICCO SUBSIDIARIES UFSCC ELIMINATIONS TOTAL -------- ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> <C> Cash flows relating to operating activities: Net income ........................................ $ 8,331 $ 7,857 $ 444 $ (8,301) $ 8,331 Net earnings from equity investment ............... (8,208) (93) -- 8,301 -- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization of intangible assets ............... 3,619 688 270 -- 4,577 Amortization of debt issue costs and discount ... 500 -- -- -- 500 Depreciation and amortization ................... 1,879 114 467 -- 2,460 Gain on disposals ............................... (9) -- (1) -- (10) Gain on sale of discontinued operations ......... -- (4,082) -- -- (4,082) Deferred income taxes ........................... (223) (75) -- -- (298) Forgiveness of notes receivable from officer .... 72 -- -- -- 72 Changes in assets and liabilities: Accounts receivable ............................. 1,037 1,422 (2,373) -- 86 Unbilled receivables ............................ 1,517 629 56 -- 2,202 Intercompany receivable (payable) ............... 1,974 (6,249) 4,142 133 -- Other current assets ............................ (2,154) 90 (252) -- (2,316) Other long-term assets .......................... (97) -- (18) -- (115) Accounts payable ................................ 2,203 55 911 -- 3,169 Accrued expenses and other current liabilities .. (703) 10 1,265 -- 572 Other long-term liabilities ..................... (194) -- -- -- (194) Other ........................................... 287 (287) -- (133) (133) -------- -------- -------- -------- -------- Net cash provided by operating activities ..... 9,831 79 4,911 -- 14,821 -------- -------- -------- -------- -------- Cash flows relating to investing activities: Acquisition, including working capital of $308 .... 89 -- (4,526) -- (4,437) Proceeds from sale of discontinued operations ..... 12,000 -- -- -- 12,000 Purchases of property and equipment, net .......... (2,059) (74) (177) -- (2,310) Proceeds from sale of property and equipment ...... 79 -- 5 -- 84 Increase in notes receivable and accrued interest from officers .......................... (735) -- -- -- (735) Increase in cash surrender value of officers' life insurance .................................. (205) -- -- -- (205) -------- -------- -------- -------- -------- Net cash provided by (used in) investing activities .................................. 9,169 (74) (4,698) -- 4,397 ------ -------- -------- -------- -------- Cash flows relating to financing activities: Cash overdraft .................................... (671) (292) -- 963 -- Distributions to shareholders ..................... (3,432) -- -- -- (3,432) Payments received for notes receivable from stock sales ..................................... 16 -- -- -- 16 -------- -------- -------- -------- -------- Net cash used in financing activities ......... (4,087) (292) -- 963 (3,416) -------- -------- -------- -------- -------- Effect of exchange rate charges on cash and cash equivalents ....................................... -- -- (15) -- (15) -------- -------- -------- -------- -------- Net increase (decrease) in cash and cash equivalents 14,913 (287) 198 963 15,787 Cash and cash equivalents, beginning of period ...... 9,089 300 1,007 (1,245) 9,151 -------- -------- -------- -------- -------- Cash and cash equivalents, end of period ............ $ 24,002 $ 13 $ 1,205 $ (282) $ 24,938 ======== ======== ======== ======== ======== Supplemental disclosure of cash flow information: Cash paid during the year for: Interest ........................................ $ 11,069 $ -- $ -- $ -- $ 11,069 ======== ======== ======== ======== ======== Income taxes .................................... $ 280 $ 173 $ 354 $ -- $ 807 ======== ======== ======== ======== ======== </TABLE> -41-

42 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 BOARD OF TRUSTEES UNICCO is a Massachusetts business trust and, as such, has a Board of Trustees that serves a function similar to that of the board of directors of a corporation. The Trustees serve for an indefinite term. The Company's Trustees and executive officers are as follows: TRUSTEES AND EXECUTIVE OFFICERS NAME POSITION ---- -------- Steven C. Kletjian Chief Executive Officer and Chairman of the Board of Trustees Richard J. Kletjian Vice Chairman of the Board of Trustees Robert P. Kletjian Vice President and Vice Chairman of the Board of Trustees George A. Keches President, Chief Operating Officer, Chief Financial Officer and Treasurer Sharkay Kletjian Trustee Bruce Charboneau Vice President and General Manager - Commercial Division John C. Feitor Senior Vice President - Operations George R. Lohnes Vice President - Marketing Jeffrey P. Peterson Vice President - Information Technology/Shared Services Joseph J. Tinney, Jr. Vice President and General Manager - Industrial Division ADVISORY BOARD During fiscal 1998, the Company established an Advisory Board made up of non-employee and non-shareholder independent advisors with whom senior management consults on a periodic basis. The members of the Advisory Board are as follows: NAME POSITION ---- -------- Dr. Gregory Adamian (3) Former President, Bentley College Anton Bernard (Ton) Funke Kupper (2) Former President, HODON-GROUP Leonard Lynch (1) (2) Retired Partner, Arthur Andersen LLP Anthony Pucillo President, Siemens Center of E-Excellence for the Americas, Vice President of Siemens Corporation Mitchell Reese (3) Partner, LRI Holdings LLC Harvey Wagner (2) Executive Vice President and Chief Financial Officer, Luxcore Networks, Inc. (1) Chairman, Advisory Board (2) Member of Audit Committee (3) Member of Compensation Committee -42-

43 BIOGRAPHICAL INFORMATION Set forth on the following pages is additional biographical information regarding each of the persons listed in the tables above. TRUSTEES AND EXECUTIVE OFFICERS STEVEN C. KLETJIAN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER Steven Kletjian, 57, has been Chairman and Chief Executive Officer of the Company since 1969. He has over 33 years of service with the Company. He has served as a Trustee since the Company's reorganization as a business trust in 1988, and had served as a director of the Company's corporate predecessor. RICHARD J. KLETJIAN, VICE CHAIRMAN Richard Kletjian, 54, has been Vice Chairman of the Company since 1993 and served as President for six years prior to 1993. From 1992 to 1993, he was also general manager of the Mid-Atlantic Division, and was general manager of the Commercial Division from 1990 to 1992. He has over 30 years of service with the Company. He has served as a Trustee since 1988, and had served as a director of the Company's corporate predecessor. ROBERT P. KLETJIAN, VICE PRESIDENT AND VICE CHAIRMAN Robert Kletjian, 51, has been Vice Chairman of the Company since 1993 and was Vice President and general manager of the Corporate and Education Division from 1990 to 1993. Prior to 1990, Mr. Kletjian managed the Company's Hartford operations. He has over 27 years of service with the Company. He has served as a Trustee since 1988, and had served as a director of the Company's corporate predecessor. GEORGE A. KECHES, PRESIDENT, CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER AND TREASURER Mr. Keches, 44, has served as President and Chief Operating Officer since August 2001. Mr. Keches continues to serve as Chief Financial Officer and Treasurer, positions he has held with the Company since 1994. Mr. Keches joined the Company in 1991 having previously held management positions at The Westwood Group, Inc. and Arthur Andersen & Co. Mr. Keches is a Certified Public Accountant. SHARKAY KLETJIAN, TRUSTEE Ms. Kletjian, 81, co-founded the Company in 1949. She served as a director of the Company's corporate predecessor, and has served as a Trustee since 1988. Until 1997, she also served as Treasurer of the Company. BRUCE L. CHARBONEAU, VICE PRESIDENT AND GENERAL MANAGER - COMMERCIAL DIVISION Mr. Charboneau, 59, joined the Company in 1994. Prior to joining the Company, Mr. Charboneau served as President of the Eastern Region of National Cleaning, Inc., another facilities services firm. He has over 30 years of experience in the facilities services industry. JOHN C. FEITOR, SENIOR VICE PRESIDENT - OPERATIONS Mr. Feitor, 56, has worked for the Company since 1970. He has held various positions including Area Manager and Vice President of Operations. He was promoted to Senior Vice President - Operations in 1996. GEORGE R. LOHNES, VICE PRESIDENT - MARKETING Mr. Lohnes, 44, joined the Company in 2000 having previously held various marketing and strategy management positions. Most recently he was Director, Marketing & Business Development (North America) for Johnson Controls, an automotive systems and facility management and control company. Prior to that, he served as Director, Strategic Planning for Groupe Bull, an international computer manufacturer and service company. JEFFREY P. PETERSON, VICE PRESIDENT - INFORMATION TECHNOLOGY/SHARED SERVICES Mr. Peterson, 42, joined the Company in September 1998. Prior to that, he held several managerial positions with Arthur Andersen LLP, most recently as Managing Director for Internal Systems in the Arthur Andersen Technology Solutions (AATS) group. Mr. Peterson was with Arthur Andersen for 17 years prior to joining UNICCO. -43-

44 JOSEPH J. TINNEY, JR., VICE PRESIDENT AND GENERAL MANAGER - INDUSTRIAL DIVISION Mr. Tinney, 44, joined the Company in June 1996 as a result of the Ogden acquisition. Prior to assuming his current role in December of 1999, Mr. Tinney held a variety of senior management positions including Vice President of the Company's Business Development efforts. Mr. Tinney had served in Ogden's Facilities Services Division as Director of National Sales from 1987 until 1996. ADVISORY BOARD GREGORY H. ADAMIAN, AB, MPA, J.D., PH.D. (HON.) Dr. Adamian, 74, currently serves as Chancellor and President Emeritus of Bentley College in Waltham, Massachusetts, having previously served 21 years as its President. Dr. Adamian also serves on the boards of Bentley College and Joan Fabrics Corporation. He was previously a director of Liberty Mutual Life Insurance Company and the West End House. ANTON BERNARD (TON) FUNKE KUPPER Mr. Funke Kupper, 72, is retired President/CEO of HODON-GROUP (currently known as ABILIS International), a multinational facility service company which is a market leader in the Netherlands, Belgium and France, where he worked from 1959 to 1989. Mr. Funke Kupper served as a board member of the U.S.A. Building Service Contractors Association from 1985 to 1989, President of the World Federation of Building Service Contractors from 1980 to 1982 and President of the Dutch Association of Building Service Contractors from 1970 to 1983. LEONARD LYNCH Mr. Lynch, 64, is a retired partner of Arthur Andersen LLP where he served as the Director of the Audit and Business Advisory Practice in the Boston and Southern California offices. He currently serves as a consultant to the firm. Mr. Lynch has also served as a past trustee of the New England Aquarium, member of the Advisory Board of the Heritage Plantation and a member of Town Hall of Los Angeles. ANTHONY PUCILLO Mr. Pucillo, 44, is President of the Siemens Center of E-Excellence for the Americas and a Vice President of Siemens Corporation, the US subsidiary of Siemens AG, a global 50 electrical and engineering company based in Germany. Prior to his current responsibility, Mr. Pucillo served for five years as the President of OSRAMSYLVANIA LTD, the Canadian subsidiary of OSRAMSYLVANIA Inc, also a Siemens company. MITCHELL REESE Mr. Reese, 42, is a partner and founder of LRI Holdings, LLC, a private investment firm. Prior to founding LRI, he was a Managing Director of The Carlyle Group, where he was responsible for the operations of Carlyle Venture Partners, L.P., a $250 million fund established to pursue venture-oriented investments. Prior to joining The Carlyle Group, Mr. Reese was employed for seven years by Morgan Keegan Inc., an investment banking firm, as President of its venture capital division and co-head of its investment banking group. Prior thereto, Mr. Reese was a Vice President in the mergers and acquisitions department of Alex. Brown & Sons Incorporated. HARVEY WAGNER Mr. Wagner, 60, serves as the Executive Vice President and Chief Financial Officer of Luxcore Networks, Inc. From December, 1999 to May, 2001 he served as Executive Vice President Finance, Chief Financial Officer and Secretary of Paysys International, Inc. From May 1998 to September 1999, he served as the Executive Vice President, Finance and Administration and Chief Financial Officer at Premiere Technologies, Inc. From June 1994 to April 1998, Mr. Wagner was the Senior Vice President of Finance, Chief Financial Officer and Treasurer of Scientific-Atlanta, Inc. From September 1989 to April 1994, Mr. Wagner was Vice President of Finance and Chief Financial Officer of Computervision Corporation. Mr. Wagner is a founding Board Member and President of the Wellness Community-Atlanta and sits on the Executive Advisory Board of the Wharton School of the University of Pennsylvania. Mr. Wagner also sits on the Boards of several private companies. -44-

45 ITEM 11. EXECUTIVE COMPENSATION The following Summary Compensation Table sets forth information concerning the compensation paid or accrued by the Company with respect to the Company's Chief Executive Officer and certain other persons who served as executive officers of the Company during the fiscal year ended June 24, 2001. <TABLE> <CAPTION> ANNUAL LONG-TERM COMPENSATION COMPENSATION ------------------------------------------- --------------------------- SHARES OTHER ANNUAL UNDERLYING ALL OTHER NAME AND PRINCIPAL POSITION SALARY BONUS (1) COMPENSATION OPTIONS COMPENSATION (4) --------------------------- --------- ---------- ------------ ---------- ---------------- <S> <C> <C> <C> <C> <C> Steven C. Kletjian........... 2001 $ 811,200 $ 200,000 $ 93,000(2) -- $ 103,000 Chief Executive Officer 2000 794,000 200,000 69,000(2) -- 113,000 and Chairman 1999 750,000 200,000 62,000(2) -- 108,000 Richard J. Kletjian.......... 2001 398,000 -- 48,000 -- 75,000 Vice Chairman 2000 390,000 -- 43,000 -- 75,000 1999 368,000 -- 37,000 -- 72,000 Robert P. Kletjian........... 2001 398,000 -- 21,000 -- 61,000 Vice President and Vice 2000 390,000 -- 35,000 -- 61,000 Chairman 1999 368,000 -- 23,000 -- 55,000 George A. Keches............. 2001 234,000 90,000 30,000 -- 12,000 President, Chief Operating 2000 229,000 80,000 121,000(3) -- 7,000 Officer, Chief Financial 1999 216,000 70,000 87,000(3) -- 4,000 Officer and Treasurer Bruce Charboneau............. 2001 232,000 85,000 12,000 -- 11,000 Vice President and General 2000 209,000 70,000 11,000 -- 12,000 Manager -- Commercial 1999 200,000 54,000 10,000 -- 7,000 Division </TABLE> ---------- (1) Bonus amounts in each fiscal year represent payment of bonus earned in the prior fiscal year. (2) Includes $63,000, $41,000 and $40,000 in fiscal 2001, 2000 and 1999, respectively, representing taxable fringe benefit associated with personal use of Company-provided transportation. (3) Includes forgiveness of indebtedness of $72,000 in fiscal 2000 and fiscal 1999, respectively, representing a portion of the indebtedness incurred in connection with the purchase of 27 non-voting common shares of the Company. (4) Includes premiums paid by the Company for life insurance for the designated officer and matching contributions by the Company to the executives' 401(k) and deferred compensation plans. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Under UNICCO's Declaration of Trust, UNICCO may issue an unlimited number of shares of beneficial interest. The Trustees may determine the classes and series of such shares and may designate the relative designations, preferences, privileges, voting powers and restrictions applicable to the shares of each such class and series. As of the date hereof, the outstanding securities of UNICCO consist of an aggregate of 1,054 common shares of beneficial interest, consisting of 1,000 voting common shares and 54 non-voting common shares. -45-

46 The following table sets forth the beneficial and record ownership of UNICCO's voting and non-voting common shares of beneficial ownership, taken together as a single class. NUMBER OF PERCENTAGE OF PERCENTAGE OF SHAREHOLDER SHARES CLASS VOTING POWER ----------- --------- ------------- ------------- Steven C. Kletjian............. 510 48.4% 51.0% Richard J. Kletjian............ 245 23.2 24.5 Robert P. Kletjian............. 245 23.2 24.5 John C. Feitor................. 27(1) 2.6 -- George A. Keches............... 27(1) 2.6 -- ----- ----- ----- 1,054 100.0% 100.0% ===== ===== ===== ---------- (1) Non-voting shares. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS A component of the Company's operating expenses consists of insurance premiums for workers' compensation and general liability insurance. In May 1995, the Company's shareholders organized Ashmont Insurance Company, Limited ("Ashmont"), as a captive insurance company. Ashmont is incorporated in the Cayman Islands. Premiums for workers' compensation and general liability insurance are paid by the Company to a commercial insurance carrier. After deducting pre-determined fees for administration, claims processing and taxes, the carrier remits the net premiums to Ashmont pursuant to a re-insurance agreement. Ashmont, as re-insurer, then reimburses the carrier for insurance losses paid on a monthly basis. Net insurance premiums received by Ashmont pursuant to this arrangement aggregated $10.0 million for fiscal 2001. Workers' compensation insurance premiums are based on statutory rates within the states that the Company operates, adjusted for the Company's claims experience; accordingly, management believes that these insurance premiums are consistent with the premiums that would be paid for comparable insurance coverage obtained on an arm's length basis. The Company holds notes receivable aggregating approximately $4.1 million from five of its officer/shareholders consisting primarily of $3.75 million in notes which bear interest at the prime rate and are payable in full on March 15, 2004. The remaining notes receivable from officers/shareholders bear interest at the applicable federal rate (5.75% at June 24, 2001). All notes receivables are classified as long-term as the Company does not expect to collect the majority of these notes within the next year. Interest receivable related to these notes was approximately $241,000 and $241,000 at June 24, 2001 and June 25, 2000, respectively. The Company leases certain office space, through November 2005, from an affiliated company. Lease expense related to this lease was $68,700, $57,000 and $57,000 for fiscal 2001, 2000 and 1999, respectively. Approximate future minimum lease payments under this agreement for fiscal 2002 through fiscal year 2006 are $73,450, $73,450, $73,450, and $73,450, $30,600. Such amounts are included in Note 9. On September 30, 1998, the Company entered into an agreement to lease certain equipment from an affiliate. The monthly payments were $90,000 and the lease was terminated in August 2001. Total annual payments made by the Company under this lease were $1,080,000 in both fiscal 2001 and 2000. In fiscal 2000, the Company paid consulting fees of $19,000 to Leonard Lynch, Chairman of the Advisory Board. The Company also paid $98,000 in consulting fees to D.M. Adamian, Inc., a company owned by Deborah Adamian. Ms. Adamian is the wife of Gregory Adamian, a member of the Advisory Board. -46-

47 PART IV ITEM. 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this Report: 1. Financial Statements are listed in the Index to Financial Statements contained in Item 8 of this Report. 2. Financial Statement Schedules, to the extent required, appear in subsection (d) below. 3. Exhibits are listed in subsection (c) below. (b) Reports on Form 8-K: None (c) Exhibits: EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1(a) Amended Declaration of Trust of UNICCO Service Company 3.2(a) Certificate of Incorporation of UNICCO Finance Corp. 3.3(a) By-laws of UNICCO Service Company 3.4(a) By-laws of UNICCO Finance Corp. 3.5(a) Articles of Organization of USC, Inc. 3.6(a) Certificate of Incorporation of UNICCO Government Services, Inc. 3.7(a) By-laws of USC, Inc. 3.8(a) By-laws of UNICCO Government Services, Inc. 3.9(b) Articles of Incorporation of UNICCO Service Company of M.I., Inc. 3.10(b) Certificate of Incorporation of UNICCO Service of N.J., Inc. 3.11(b) By-laws of UNICCO Service of M.I., Inc 3.12(b) By-laws of UNICCO Service of N.J., Inc. 4.1(a) Indenture dated October 17, 1997 among UNICCO Service Company, UNICCO Finance Corp., the Guarantors party thereto and State Street Bank and Trust Company, as Trustee 4.2(c) First Supplemental Indenture and Guarantee 4.3(d) Second Supplemental Indenture and Guarantee 4.4(a) Form of Notes (included in Exhibit 4.1) 4.5(a) Form of Guaranty (included in Exhibit 4.1) 10.1(a) Amended and Restated Revolving Credit Agreement dated as of October 17, 1997 by and among BankBoston, N.A. and other banks party thereto, and UNICCO Service Company, USC, Inc., UNICCO Finance Corp., UNICCO Security Services, Inc. and UNICCO Government Services, Inc. -47-

48 10.2(e) Modification No. 1 dated as of March 31, 1998 to Amended and Restated Revolving Credit Agreement 10.3(e) Second Amendment dated as of June 30, 1998 to Amended and Restated Revolving Credit Agreement 10.4(d) Third Amendment dated as of December 28, 1998 to Amended and Restated Revolving Credit Agreement 10.5(a) Share Purchase Agreement with George A. Keches dated June 20, 1996 and Amendment No. 1 to Share Purchase Agreement dated February 2, 1998 10.6(a) Share Purchase Agreement with John C. Feitor dated July 1, 1989 and Amendment No. 1 to Share Purchase Agreement dated February 2, 1998 10.7(a) Note Purchase Agreement dated June 28, 1996 by and among Massachusetts Capital Resource Company and UNICCO Service Company, USC, Inc., UNICCO Security Services, Inc. and UNICCO Government Services, Inc., as amended by First Amendment to Note Purchase Agreement dated October 17, 1997 10.8(d) Waiver and Second Amendment to Note Purchase Agreement dated as of December 28, 1998 10.9(f) Stock Purchase Agreement for the Acquisition of UNICCO Security Services, Inc. dated as of October 26, 1998 with Argenbright Security, Inc. 10.10(d) First Amendment to Stock Purchase Agreement dated as of December 11, 1998 10.11(g) UNICCO Service Company Deferred Compensation Plan 10.12(b) Fourth Amendment dated as of May 31, 2000 to Amended and Restated Revolving Credit Agreement. 10.13(h) Fifth Amendment dated as of December 21, 2000 to Amended and Restated Revolving Credit Agreement 10.14(h) Sixth Amendment dated as of September 24, 2001 to Amended and Restated Revolving Credit Agreement 21.1(d) Subsidiaries of the Registrant 23.1(h) Consent of PricewaterhouseCoopers LLP ---------- (a) Incorporated by reference to the Company's Form S-4 Registration Statement declared effective by the Commission on February 6, 1998 (File No. 333-42407). (b) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 25, 2000. (c) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 1998. (d) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1999. (e) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 28, 1998. (f) Incorporated by reference to the Company's Current Report on Form 8-K filed November 2, 1998. (g) Incorporated by reference to the Company's Form S-8 Registration Statement filed July 8, 1999. (h) Filed herewith. -48-

49 (d) - Financial statement schedules SCHEDULE I -VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (IN THOUSANDS) YEAR ENDED JUNE 24, 2001 ------------------------ <TABLE> <CAPTION> CHARGED TO BEGINNING COSTS DEDUCTIONS/ DESCRIPTION BALANCE AND EXPENSES ADJUSTMENTS ENDING BALANCE ----------- --------- ------------ ----------- -------------- <S> <C> <C> <C> <C> Allowance for doubtful accounts $ 3,194 $ 1,283 $(1,262) $ 3,215 ======= ======= ======= ======= </TABLE> YEAR ENDED JUNE 25, 2000 ------------------------ <TABLE> <CAPTION> CHARGED TO BEGINNING COSTS DEDUCTIONS/ DESCRIPTION BALANCE AND EXPENSES ADJUSTMENTS ENDING BALANCE ----------- --------- ------------ ----------- -------------- <S> <C> <C> <C> <C> Allowance for doubtful accounts $ 2,467 $ 1,420 $ (693) $ 3,194 ======== ======== ====== ======= </TABLE> YEAR ENDED JUNE 27, 1999 ------------------------ <TABLE> <CAPTION> CHARGED TO BEGINNING COSTS DEDUCTIONS/ DESCRIPTION BALANCE AND EXPENSES ADJUSTMENTS ENDING BALANCE ----------- --------- ------------ ----------- -------------- <S> <C> <C> <C> <C> Allowance for doubtful accounts $ 2,010 $ 998 $ (541) $ 2,467 ======== ======= ======= ======= </TABLE> -49-

50 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. UNICCO SERVICE COMPANY Dated: September 21, 2001 By: /s/ Steven C. Kletjian ----------------------------------- Steven C. Kletjian Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. <TABLE> <CAPTION> <S> <C> <C> /s/ Steven C. Kletjian Chief Executive Officer September 21, 2001 ----------------------------------- and Chairman of the Steven C. Kletjian Board of Trustees (Principal Executive Officer) /s/ George A. Keches President and Chief September 21, 2001 ----------------------------------- Operating Officer George A. Keches and Treasurer (Principal Financial and Accounting Officer) /s/ Richard J. Kletjian Trustee September 21, 2001 ----------------------------------- Richard J. Kletjian /s/ Robert P. Kletjian Trustee September 21, 2001 ----------------------------------- Robert P. Kletjian /s/ Sharkay Kletjian Trustee September 21, 2001 ----------------------------------- Sharkay Kletjian </TABLE> -50-

1 EXHIBIT 10.13 UNICCO SERVICE COMPANY USC, INC. UNICCO GOVERNMENT SERVICES, INC. UNICCO FINANCE CORP. UNICCO SERVICE OF M.I., INC. UNICCO SERVICE OF N.J., INC. 275 Grove Street, Suite 3-200 Auburndale, MA 02466 Dated as of: December 21, 2000 Fleet National Bank Individually and as Agent 100 Federal Street Boston, Massachusetts 02110 Citizens Bank of Massachusetts 28 State Street Boston, Massachusetts 02109 Re: Fifth Amendment to Loan Documents --------------------------------- Ladies and Gentlemen: We refer to the Amended and Restated Revolving Credit Agreement, dated as of October 17, 1997 (as amended from time to time, the "Agreement"), among Unicco Service Company, USC, Inc., Unicco Government Services, Inc., Unicco Finance Corp., Unicco Service of M.I., Inc. and Unicco Service of N.J., Inc. (collectively, the "Borrowers"), the banking institutions referred to therein as Banks (the "Banks"), and Fleet National Bank, f/k/a BankBoston, N.A., as Agent (the "Agent"). Upon the terms and subject to the conditions contained in the Agreement, you agreed to make Revolving Loans to the Borrowers. Terms used in this letter of agreement (the "Fifth Amendment") which are not defined herein, but which are defined in the Agreement, shall have the same respective meanings herein as therein. We have requested that you make certain amendments to the Agreement. You have advised us that you are prepared and would be pleased to make the amendments so requested by us on the condition that we join with you in this Fifth Amendment. Accordingly, in consideration of these premises, the promises, mutual covenants and agreements contained in this Fifth Amendment, and fully intending to be legally bound by this Fifth Amendment, we hereby agree with you as follows: -1-

2 ARTICLE I AMENDMENTS TO AGREEMENT Effective as of December 21, 2000, the Agreement is amended in each of the following respects: (a) The terms "Loan Documents" and "Security Documents" shall, wherever used in any of the Loan Documents or Security Documents, be deemed to also mean and include this Fifth Amendment. (b) The definition of "Revolving Loans" contained in Section 1.1 of the Agreement is hereby amended: (i) by deleting the reference to "$45,000,000" contained therein; and (ii) by inserting in place thereof the following: "$55,000,000." (c) The definition of "Total Commitment" contained in Section 1.1 of the Agreement is hereby amended: (i) by deleting the reference to "$45,000,000" contained therein; and (ii) by inserting in place thereof the following: "$55,000,000." (d) Section 1.1 of the Agreement is hereby amended by inserting the following two new definitions immediately after the definition of "Total Liabilities" contained therein: "TOTAL SENIOR DEBT. As at any date of determination, on a Combined basis for the Borrower Affiliated Group, the aggregate amount of Senior Debt outstanding on such date." "TOTAL SENIOR DEBT RATIO. As at the end of any fiscal quarter of the Borrower Affiliated Group, the ratio of (i) Total Senior Debt as at the end of such fiscal quarter, to (ii) EBITDA for the four consecutive fiscal quarters ending on the last day of such fiscal quarter." (e) Section 6.7 of the Agreement is hereby amended to read in its entirety as follows: "6.7 TOTAL DEBT RATIO. The Borrower Affiliated Group shall not permit the Total Debt Ratio of the Borrower Affiliated Group as at the last day of any fiscal quarter in any fiscal period identified below to be greater than the ratio specified below opposite such period: -2-

3 Maximum Period Ratio ------ ----------- For any fiscal quarter ending 5.00 to 1 on or after December 31, 2000 through June 30, 2001 For any fiscal quarter ending 4.75 to 1" on or after September 30, 2001 (f) Section 6.8 of the Agreement is hereby amended to read in its entirety as follows: "6.8 FIXED CHARGE COVERAGE RATIO. The Borrower Affiliated Group shall not permit the Fixed Charge Coverage Ratio of the Borrower Affiliated Group as at the last day of any fiscal quarter in any fiscal period identified below to be less than the ratio specified below opposite such period: Maximum Period Ratio ------ ----------- For any fiscal quarter ending 1.40 to 1 on or after December 31, 2000 through June 30, 2001 For any fiscal quarter ending 1.50 to 1" on or after September 30, 2001 (g) Section 6.9 of the Agreement is hereby amended to read in its entirety as follows: "6.9 MINIMUM INTEREST COVERAGE. The Borrower Affiliated Group shall not permit the Minimum Interest Coverage of the Borrower Affiliated Group as at the last day of any fiscal quarter, for the four consecutive fiscal quarters then ending, to be less than 2.05 to 1." (h) Section 6 of the Agreement is hereby amended by inserting, immediately following Section 6.9 thereof, the following new Section 6.9A: "6.9A. TOTAL SENIOR DEBT RATIO. The Borrower Affiliated Group shall not permit the Total Senior Debt Ratio of the Borrower Affiliated Group as at the last day of any fiscal quarter in any fiscal period identified below to be greater than the ratio specified below opposite such period: -3-

4 Maximum Period Ratio ------ ----------- For any fiscal quarter ending 3.00 to 1 on or after December 31, 2000 through March 31, 2001 For any fiscal quarter ending 2.50 to 1" on or after June 30, 2001. (i) SCHEDULE 1 to the Agreement is amended to read in its entirety as set forth in Annex 1 hereto. ARTICLE II REPRESENTATIONS AND WARRANTIES The Borrowers hereby jointly and severally represent and warrant to you as follows: (a) REPRESENTATIONS IN AGREEMENT. Each of the representations and warranties made by the Borrowers to you in the Agreement was true, correct and complete when made and is true, correct and complete in all material respects on and as of the date hereof with the same full force and effect as if each of such representations and warranties had been made by the Borrowers on the date hereof and in this Fifth Amendment (except to the extent such representations and warranties expressly relate to an earlier date). (b) NO DEFAULTS OR EVENTS OF DEFAULT. No Default or Event of Default exists on the date of this Fifth Amendment (both before and after giving effect to all of the arrangements and transactions contemplated by this Fifth Amendment). (c) BINDING EFFECT OF DOCUMENTS. This Fifth Amendment has been duly executed and delivered to you by the Borrowers and is in full force and effect as of the date hereof, and the agreements and obligations of the Borrowers contained herein constitute the joint and several, and legal, valid and binding obligations of the Borrowers enforceable against the Borrowers in accordance with their respective terms. ARTICLE III PROVISIONS OF GENERAL APPLICATION (a) NO OTHER CHANGES. Except to the extent specifically amended and supplemented hereby, all of the terms, conditions and the provisions of the Agreement and each of the Loan Documents and Security Documents shall remain unmodified, and the Agreement and each of the other Loan Documents and Security Documents, as -4-

5 amended and supplemented by this Fifth Amendment, are confirmed as being in full force and effect. (b) GOVERNING LAW. This Fifth Amendment is intended to take effect as a sealed instrument and shall be deemed to be a contract under the laws of the Commonwealth of Massachusetts. This Fifth Amendment and the rights and obligations of each of the parties hereto and thereto shall be governed by and interpreted and determined in accordance with the laws of the Commonwealth of Massachusetts. (c) BINDING EFFECT; ASSIGNMENT. This Fifth Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors in title and assigns. (d) COUNTERPARTS. This Fifth Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one instrument. In making proof of this Fifth Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. (e) CONFLICT WITH OTHER AGREEMENTS. If any of the terms of this Fifth Amendment shall conflict in any respect with any of the terms of any of the Agreement or any other Loan Document, the terms of this Fifth Amendment shall be controlling. (f) CONDITIONS PRECEDENT. This Fifth Amendment shall be effective as of December __, 2000, but only if each of the following conditions has been met to the satisfaction of the Agent: (i) the form of acceptance at the end of this Fifth Amendment shall be signed by each of the Borrowers, the Guarantor, the Agent and the Banks, (ii) the Borrowers shall have delivered amended and restated promissory notes to the Banks, in form satisfactory to the Banks, reflecting the aggregate increase in the Revolving Credit Commitments, (iii) the Borrowers shall have paid to the Agent, for the benefit of the Banks, an amendment fee in the aggregate amount equal to $25,000 (to be shared by the Banks equally), and (iv) the Agent shall have received an original of any necessary consents to this Fifth Amendment. (g) FIELD EXAMINATION. The Borrowers acknowledge and agree that the Agent intends to conduct a field examination prior to January 31, 2001, and based upon the results of such field examination, the Borrowing Base will be reviewed and, if necessary, adjusted. The completion of the field examination shall not be a condition precedent to the effectiveness of this Fifth Amendment. (h) RETURN OF CANCELLED NOTES. Following the execution and delivery of the promissory notes referred to in clause (f) above, each of the Banks shall cancel and return to the Borrowers the original promissory notes which are being superceded. If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this Fifth Amendment and return such counterpart to the -5-

6 undersigned, whereupon this Fifth Amendment, as so accepted by you, shall become a binding agreement among you and the undersigned. Very truly yours, THE BORROWERS: UNICCO SERVICE COMPANY By: /s/ George A. Keches _______________________________ Title: Treasurer USC, INC. By: /s/ George A. Keches _______________________________ Title: Treasurer UNICCO GOVERNMENT SERVICES, INC. By: /s/ George A. Keches _______________________________ Title: Treasurer UNICCO FINANCE CORP. By: /s/ George A. Keches _______________________________ Title: Treasurer UNICCO SERVICE OF M.I., INC. By: /s/ George A. Keches _______________________________ Title: Treasurer UNICCO SERVICE OF N.J., INC. By: /s/ George A. Keches _______________________________ Title: Treasurer -6-

7 The foregoing Fifth Amendment is hereby accepted by the undersigned as of December 21, 2000. THE BANKS: FLEET NATIONAL BANK By: /s/ Michael A. Palmer _______________________________ Title: Senior Vice President CITIZENS BANK OF MASSACHUSETTS By: /s/ David Costello _______________________________ Title: Senior Vice President THE AGENT: FLEET NATIONAL BANK, as Agent By: /s/ Michael A. Palmer _______________________________ Title: Senior Vice President -7-

8 CONSENT OF GUARANTOR Unicco Facility Services Canada Company (the "Guarantor") has guaranteed the Obligations of the Borrowers under (and as defined in) the Agreement by executing one or more Unlimited Guarantees, dated as of October 17, 1997 (the "U-Canada Guaranty"). By executing this letter, the Guarantor hereby absolutely and unconditionally reaffirms the U-Canada Guaranty and acknowledges and agrees to the terms and conditions of this Fifth Amendment, and the Agreement as amended hereby. UNICCO FACILITY SERVICES CANADA COMPANY By: /s/ George A. Keches __________________________ Title: Vice President -8-

9 ANNEX 1 SCHEDULE 1 Bank Commitment Percentages Commitment Commitment Bank Amount Percentage ---- ---------- ---------- Fleet National Bank $45,000,000 81.81818% 100 Federal Street Boston, MA 02110 Citizens Bank of Massachusetts $10,000,000 18.18182% 28 State Street Boston, MA 02109 -9-

1 Exhibit 10.14 UNICCO SERVICE COMPANY USC, INC. UNICCO GOVERNMENT SERVICES, INC. UNICCO FINANCE CORP. UNICCO SERVICE OF M.I., INC. UNICCO SERVICE OF N.J., INC. 275 Grove Street, Suite 3-200 Auburndale, MA 02466 Dated as of: September 24, 2001 Fleet National Bank Individually and as Agent 100 Federal Street Boston, Massachusetts 02110 Citizens Bank of Massachusetts 28 State Street Boston, Massachusetts 02109 Re: SIXTH AMENDMENT TO LOAN DOCUMENTS Ladies and Gentlemen: We refer to the Amended and Restated Revolving Credit Agreement, dated as of October 17, 1997 (as amended from time to time, the "Agreement"), among Unicco Service Company, USC, Inc., Unicco Government Services, Inc., Unicco Finance Corp., Unicco Service of M.I., Inc. and Unicco Service of N.J., Inc. (collectively, the "Borrowers"), the banking institutions referred to therein as Banks (the "Banks"), and Fleet National Bank, f/k/a BankBoston, N.A., as Agent (the "Agent"). Upon the terms and subject to the conditions contained in the Agreement, you agreed to make Revolving Loans to the Borrowers. Terms used in this letter of agreement (the "Sixth Amendment") which are not defined herein, but which are defined in the Agreement, shall have the same respective meanings herein as therein. We have requested that you make certain amendments to the Agreement. You have advised us that you are prepared and would be pleased to make the amendments so requested by us on the condition that we join with you in this Sixth Amendment. -1-

2 Accordingly, in consideration of these premises, the promises, mutual covenants and agreements contained in this Sixth Amendment, and fully intending to be legally bound by this Sixth Amendment, we hereby agree with you as follows: ARTICLE I AMENDMENTS TO AGREEMENT Effective as of September 24, 2001, the Agreement is amended in each of the following respects: (a) The terms "Loan Documents" and "Security Documents" shall, wherever used in any of the Loan Documents or Security Documents, be deemed to also mean and include this Sixth Amendment. (b) Clause (ii) of the definition of "Borrowing Base" contained in Section 1.1 of the Agreement is hereby amended to read in its entirety as follows: "(ii) the sum of (x) 80% of the Net Outstanding Amount of Base Accounts as at such date, PLUS (y) 60% of the Net Outstanding Amount of Unbilled Base Accounts as at such date, in each case as determined by the Agent, PROVIDED that the Agent reserves the right, in its reasonable discretion exercised in good faith and in accordance with its customary practices, to increase or decrease the foregoing percentages or to modify the eligibility requirements for such Net Outstanding Amount of Base Accounts or Net Outstanding Amount of Unbilled Base Accounts based upon a determination that a material adverse change in the Collateral has occurred." (c) It is agreed by the parties hereto that, for purposes of calculating the Borrowing Base, there shall be eliminated from the aggregate amount of Base Accounts all deferred revenues of the Borrower Affiliated Group. (d) Clause (a) of the definition of "Total Debt Service" contained in Section 1.1 of the Agreement is hereby amended to read in its entirety as follows: "(a) the aggregate amount of scheduled principal payments required to be made by the Borrower Affiliated Group during such period with respect to all Indebtedness (other than the principal payment in the aggregate amount of $2,750,000 to be made by certain of the Borrowers to MCRC, on or about September 30, 2001, in respect of the MCRC Subordinated Notes)". (e) Section 1.1 of the Agreement is hereby amended by inserting the following new definition immediately after the definition of "Net Outstanding Amount of Base Accounts" contained therein: -2-

3 "NET OUTSTANDING AMOUNT OF UNBILLED BASE ACCOUNTS. The net amount of Base Accounts: (i) for which invoices have not yet been rendered by a member of the Borrower Affiliated Group; (ii) for which the Agent has received evidence satisfactory to it that the services giving rise to such Base Accounts have been performed by a member of the Borrower Affiliated Group and accepted by the applicable account debtor; and (iii) which would constitute Base Accounts after application of the criteria contained in clauses (b) through (i), inclusive, of the definition of Net Outstanding Amount of Base Accounts." (f) Section 6.7 of the Agreement is hereby amended to read in its entirety as follows: "6.7 TOTAL DEBT RATIO. The Borrower Affiliated Group shall not permit the Total Debt Ratio of the Borrower Affiliated Group as at the last day of any fiscal quarter in any fiscal period identified below to be greater than the ratio specified below opposite such period: <TABLE> <CAPTION> MAXIMUM PERIOD RATIO ------ ------- <S> <C> For the four consecutive fiscal quarters 5.25 to 1 ending on September 23, 2001 (determined at the end of such fiscal quarter for the four quarters then ending) For the four consecutive fiscal quarters 5.00 to 1 ending on December 23, 2001 (determined at the end of such fiscal quarter for the four quarters then ending) For any four consecutive fiscal 4.75 to 1" quarters ending on or after March 24, 2002 (determined at the end of each fiscal quarter for the four quarters then ending) </TABLE> (g) Section 6.9A of the Agreement is hereby amended to read in its entirety as follows: -3-

4 "6.9A. TOTAL SENIOR DEBT RATIO. The Borrower Affiliated Group shall not permit the Total Senior Debt Ratio of the Borrower Affiliated Group as at the last day of any fiscal quarter in any fiscal period identified below to be greater than the ratio specified below opposite such period: <TABLE> <CAPTION> MAXIMUM PERIOD RATIO ------ ------- <S> <C> For the four consecutive fiscal quarters 2.60 to 1 ending on September 23, 2001 (determined at the end of such fiscal quarter for the four quarters then ending) For any four consecutive fiscal 2.50 to 1" quarters ending on or after December 23, 2001 (determined at the end of each fiscal quarter for the four quarters then ending) </TABLE> ARTICLE II REPRESENTATIONS AND WARRANTIES The Borrowers hereby jointly and severally represent and warrant to you as follows: (a) REPRESENTATIONS IN AGREEMENT. Each of the representations and warranties made by the Borrowers to you in the Agreement was true, correct and complete when made and is true, correct and complete in all material respects on and as of the date hereof with the same full force and effect as if each of such representations and warranties had been made by the Borrowers on the date hereof and in this Sixth Amendment (except to the extent such representations and warranties expressly relate to an earlier date). (b) NO DEFAULTS OR EVENTS OF DEFAULT. No Default or Event of Default exists on the date of this Sixth Amendment (both before and after giving effect to all of the arrangements and transactions contemplated by this Sixth Amendment). (c) BINDING EFFECT OF DOCUMENTS. This Sixth Amendment has been duly executed and delivered to you by the Borrowers and is in full force and effect as of the date hereof, and the agreements and obligations of the Borrowers contained herein constitute the joint and several, and legal, valid and binding obligations of the Borrowers enforceable against the Borrowers in accordance with their respective terms. -4-

5 ARTICLE III PROVISIONS OF GENERAL APPLICATION (a) NO OTHER CHANGES. Except to the extent specifically amended and supplemented hereby, all of the terms, conditions and the provisions of the Agreement and each of the Loan Documents and Security Documents shall remain unmodified, and the Agreement and each of the other Loan Documents and Security Documents, as amended and supplemented by this Sixth Amendment, are confirmed as being in full force and effect. (b) GOVERNING LAW. This Sixth Amendment is intended to take effect as a sealed instrument and shall be deemed to be a contract under the laws of the Commonwealth of Massachusetts. This Sixth Amendment and the rights and obligations of each of the parties hereto and thereto shall be governed by and interpreted and determined in accordance with the laws of the Commonwealth of Massachusetts. (c) BINDING EFFECT; ASSIGNMENT. This Sixth Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors in title and assigns. (d) COUNTERPARTS. This Sixth Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one instrument. In making proof of this Sixth Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. (e) CONFLICT WITH OTHER AGREEMENTS. If any of the terms of this Sixth Amendment shall conflict in any respect with any of the terms of any of the Agreement or any other Loan Document, the terms of this Sixth Amendment shall be controlling. (f) CONDITIONS WITH OTHER AGREEMENTS. This Sixth Amendment shall be effective as of September 24, 2001, but only if each of the following conditions has been met to the satisfaction of the Agent: (i) the form of acceptance at the end of this Sixth Amendment shall be signed by each of the Borrowers, the Guarantor, the Agent and the Banks, (ii) the Borrowers shall have paid to the Agent, for the ratable benefit of the Banks, an amendment fee in the aggregate amount equal to $25,000, and (iii) the Agent shall have received an original of any necessary consents to this Sixth Amendment. -5-

6 If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this Sixth Amendment and return such counterpart to the undersigned, whereupon this Sixth Amendment, as so accepted by you, shall become a binding agreement among you and the undersigned. Very truly yours, THE BORROWERS: UNICCO SERVICE COMPANY George A. Keches By: _________________________________________ Title: President USC, INC. George A. Keches By: _________________________________________ Title: President UNICCO GOVERNMENT SERVICES, INC. George A. Keches By: _________________________________________ Title: President UNICCO FINANCE CORP. George A. Keches By: _________________________________________ Title: President UNICCO SERVICE OF M.I., INC. George A. Keches By: _________________________________________ Title: President UNICCO SERVICE OF N.J., INC. George A. Keches By: _________________________________________ Title: President -6-

7 The foregoing Sixth Amendment is hereby accepted by the undersigned as of September 24, 2001. THE BANKS: FLEET NATIONAL BANK Luanne T. Smith By: _________________________________________ Title: Vice President CITIZENS BANK OF MASSACHUSETTS David J. Costello By: _________________________________________ Title: Vice President THE AGENT: FLEET NATIONAL BANK, as Agent Luanne T. Smith By: _________________________________________ Title: Vice President -7-

8 CONSENT OF GUARANTOR Unicco Facility Services Canada Company (the "Guarantor") has guaranteed the Obligations of the Borrowers under (and as defined in) the Agreement by executing one or more Unlimited Guarantees, dated as of October 17, 1997 (the "U-Canada Guaranty"). By executing this letter, the Guarantor hereby absolutely and unconditionally reaffirms the U-Canada Guaranty and acknowledges and agrees to the terms and conditions of this Sixth Amendment, and the Agreement as amended hereby. UNICCO FACILITY SERVICES CANADA COMPANY George A. Keches By: ____________________________________ Title: President -8-

1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-82445) of UNICCO Service Company of our report dated September 24, 2001 relating to the financial statements and financial statement schedules, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP ---------------------------------- PricewaterhouseCoopers LLP Boston, MA September 24, 2001