FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
( X ) THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended September 30, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ......... to ................
Commission File Number - 1-9477
JOULE INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2735672
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1245 U.S. Route 1 South, Edison, New Jersey 08837
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 732-548-5444
Securities registered pursuant to Section 12(b) of the Act: Common Stock, par
value $.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X ]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based upon the closing price of the Common Stock on the American
Stock Exchange on December 17, 2001, was approximately $ 2,332,000.
As of December 17, 2001, there were 3,682,000 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Company's Annual Report to Stockholders for the fiscal
year ended September 30, 2001 filed with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 14a-3 under the Securities Exchange Act of
1934 (the "2001 Annual Report"), are incorporated by reference in Part II, Items
5-8, and Part IV of this Annual Report on Form 10-K.
Certain portions of the Company's Proxy Statement to be filed with the
Commission pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 in
connection with the Company's 2002 Annual Meeting of Stockholders (the "Proxy
Statement") are incorporated by reference in Part III, Items 10-13, of this
Annual Report on Form 10-K.
PART I
ITEM 1. BUSINESS
General
Joule Inc. and its subsidiaries are engaged in the business of personnel
outsourcing, as a supplier to industry of staffing service personnel. These
services focus on supplying commercial (skilled office and light industrial)
workers, technical professionals, and skilled craft industrial plant and
facility maintenance personnel to business and industry on a temporary basis.
All employees on assignment to the Company's clients are on the Company's
payroll only during the periods of their assignments. By prior understanding,
their employment is continued after completion of an assignment only if another
suitable assignment is available. Historically, virtually all revenue is billed
based on direct cost plus a mark-up to cover the Company's overhead and profit.
At September 30, 2001, approximately 2100 employees were on assignment to more
than 300 clients for periods ranging in duration from one day to several years.
The Company was incorporated in New Jersey in 1967 as the successor to a
business organized in 1965 and was reincorporated in Delaware on July 28, 1986.
Description of Services
The Company supplies commercial (office and light industrial workers) to
business and industry. The office workers are comprised of word processing, data
entry, consumer service and other office service personnel. Light industrial
workers may work in warehouse, packaging or light assembly environments.
Recruitment and assignment of such personnel is conducted through thirteen
offices in New Jersey and Florida. The assignments last from one day to several
months or longer. Assignments are sometimes made to fill vacancies in a client's
work force caused by vacations, illnesses, terminations or reassignments of the
client's full-time employees and, in other cases to supplement the client's
normal work force to meet peak work loads, handle special projects or provide
special expertise. Often clients elect to staff a portion of their service
requirements on a longer term basis with personnel employed and provided by the
Company. The client is charged an hourly rate that comprises the direct labor
rate of the personnel provided, associated costs (such as fringe benefits and
payroll taxes) and a mark-up to cover the Company's overhead and profit. In
1998, the Company initiated a van transportation program to transport some of
its commercial staffing workers to job sites. Employees who use this service,
which is voluntary, pay a daily fee which currently partially offsets the cost
of the program. During 2001, the number of office and light industrial workers
on assignment per week averaged more than 1300, and such services contributed
approximately 32%, 35% and 38% of revenues in 2001, 2000 and 1999, respectively.
The Company's technical employees include engineers, designers, draftsmen,
information technology personnel, scientists and lab technicians, who are often
furnished on a project basis. Recruitment and assignment of these personnel are
conducted through three offices in New Jersey, Pennsylvania and Alabama. A
client that has an in-house engineering or other technical department, such as a
laboratory, is able to supplement its permanent staff in a particular skill or
for a specific project by utilizing personnel provided by the Company to
implement the client's designs or program. Generally, several candidates are
interviewed by the client before an assignment is made. The work is performed at
the client's facility under
2
the client's supervision. The Company is neither an independent consultant nor
professionally liable. The client is charged at an hourly rate that comprises
the direct labor rate of the personnel provided, associated costs (such as
fringe benefits and payroll taxes) and a mark-up to cover the Company's overhead
and profit. There are many technical personnel who choose to work on temporary
assignments rather than hold permanent positions because of the opportunity to
work on diverse projects and to choose times of employment. While they are not
guaranteed steady employment, are not eligible for promotion and receive lesser
fringe benefits than their full-time counterparts, such persons frequently are
compensated at higher rates than full-time, permanent personnel with similar
backgrounds and experience and have a greater opportunity for overtime
compensation. During 2001, the number of technical workers on assignment per
week averaged 400, and such services contributed approximately 33%, 31% and 30%
of revenues in 2001, 2000 and 1999, respectively.
The Company also provides skilled craft industrial plant and facility
maintenance labor services at oil refineries, utilities, chemical,
pharmaceutical and industrial plants, and office buildings. These assignments
often encompass responsibility for performance of discrete functions for
customers on an ongoing basis. Recruitment and assignment of such personnel is
done from offices in New Jersey, Maryland, Alabama, New York, and Illinois. The
Company provides the services of welders, electricians, millwrights, insulators,
pipefitters and other tradesmen as well as the necessary supervisory personnel
and certain materials and equipment. The Company may furnish a base crew of
tradesmen that is assigned to the client's facility on a full-time basis that
can be supplemented as needed to provide additional services requested by the
client. The Company also undertakes specific projects, such as oil and chemical
plant repairs, shutdowns, dismantling, and relocation and re-assembly of plant
equipment. It also sends crews throughout the United States to install original
equipment for manufacturers. The Company generally charges clients at hourly
rates, which include a mark up for overhead and profit, for the different
classifications of tradesmen and supervisory personnel and on a cost-plus basis
for materials and equipment. Travel expenses are also billed to customers when
appropriate. During 2001, the average number of such skilled industrial service
personnel on assignment per week to clients was approximately 400. Historically,
a substantial percentage of industrial services contracts are renewed. Skilled
industrial services contributed approximately 35%, 34% and 32% of revenues in
fiscal 2001, 2000 and 1999 respectively.
The use by clients of staffing services personnel provided by the Company
allows them to hire only such permanent employees as are required for their
regular core work loads. Clients are thus able to shift to the Company the cost
and inconvenience associated with the employment of non-core personnel,
including advertising, interviewing, screening, testing, training, fringe
benefits, record keeping, payroll taxes and insurance. The Company is able to
absorb such costs more effectively than its clients because its employees, once
recruited, are generally assigned to a succession of positions with different
clients.
3
Customers and Marketing
The majority of the Company's business orders each year were with clients
that it had done business for more than two years.
The Company markets its services primarily through sales calls by its own
sales personnel and through direct mail solicitation, participation in trade
exhibitions and advertising. No customer accounted for more than 10% of revenues
in 2001, 2000 and 1999.
Personnel Assignment and Recruitment
The Company maintains a computerized data base of information on potential
employees. It uses optical scanning equipment, where appropriate, to enhance its
resume data base retrieval system. The data base contains information on office
services and light industrial personnel, engineering and other technical and
scientific personnel, and skilled industrial personnel, classified by skill,
residence, experience and current availability for assignment. When called upon
to fill an assignment, the Company's recruiting specialists match the client's
specifications with the information in the data base on these potential
employees. The ability to update, expand and rapidly access the data base is
important to the Company's success. The Company's branch offices have direct,
on-line access to the data base. Direct access is especially important in the
office services and technical areas where immediate response to client orders is
required. In addition, it is important in the technical services operation
because of the diversity of skills involved.
The Company recruits personnel through advertisements in local media and
trade journals, at job fairs, and through referrals by current and past
employees. Personnel listed in the Company's data base generally do not work
exclusively for the Company. Compensation and location of the assignment are the
principal factors considered by such personnel when choosing from competing
assignments. The Company considers its pay scale to be competitive.
Competition
The Company faces intense competition from a large number of local and
regional firms as well as national firms. The Company competes with these firms
for potential employees as well as for clients. Many of the regional firms and
all of the national firms with which it competes are substantially larger and
possess substantially greater operating, financial and personnel resources than
the Company. The Company competes primarily on the basis of price, quality and
reliability of service.
4
Employees
At September 30, 2001, the Company employed approximately 200 full and
part-time permanent employees in its headquarters and branch offices other than
those on assignment to clients and had approximately 2100 persons on assignment.
The Company is a party to collective bargaining agreements covering
approximately 225 employees engaged in skilled craft industrial and facility
maintenance work. The Company considers its relationships with its employees to
be satisfactory.
ITEM 2. PROPERTIES
The Company leases most of its facilities. The Company's corporate
headquarters are located in Edison, New Jersey and comprise approximately 8,000
square feet. The Company owns that building as well as a building adjacent to
its corporate headquarters which serves as operational headquarters for one of
the Company's divisions and a building in Gibbstown, New Jersey housing an
industrial staffing unit. Nineteen additional facilities, comprising
approximately 54,000 square feet of space, are leased at rentals and under terms
and conditions prevailing in the various locations. The Company's facilities are
appropriate and adequate for its current needs.
ITEM 3. LEGAL PROCEEDINGS
In the opinion of management, there are no material pending legal
proceedings to which the Company is a party or of which any of its property is
the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
5
Executive Officers of the Company
The names, ages and positions of all of the executive officers of the
Company as of December 17, 2001 are listed below along with their business
experience during the past five years. Officers are elected annually by the
Board of Directors and serve at the pleasure of the Board. There are no
arrangements or understandings between any officer and any other person pursuant
to which the officer was selected. Emanuel N. Logothetis and John Logothetis are
second cousins.
Emanuel N. Logothetis, age 71, founded the Company in 1965 and was
President and Chief Executive Officer until August 10, 1987, when he was elected
Chairman of the Board. He was reelected President on August 3, 1988. In February
1999 he relinquished the Presidency but was reelected Chairman of the Board.
John G. Wellman, Jr., age 53, was elected President and Chief Operating
Officer in February 1999. He was elected Executive Vice President and Chief
Operating Officer on May 6, 1998. He was appointed to the same positions when he
joined the Company in March 1998. Prior to that he was Executive Vice President
of Oxford and Associates, Inc., a technical staffing firm, from 1986 through
March 1998.
Bernard G. Clarkin, age 52, was elected Vice President in February 1994 and
Chief Financial Officer, Treasurer, and Secretary in February 1990. He was
Controller, Treasurer and Secretary of the Company from February 1989 until
February 1990.
John Logothetis, age 48, was elected a Vice President on July 1, 1986. He
had been General Manager of the Facilities Maintenance Operation since June 1984
and prior thereto had been Manager of Supplemental Services since joining the
Company in December 1976.
Stephen Demanovich, age 47, was elected a Vice President in May 1997. He
had been General Manager of Joule Technical Staffing since March 1995 and prior
thereto had been Recruiting Manager since joining the Company in February 1989.
Joseph Vendetti, age 54, was elected a Vice President in August 2000. He
had been a General Manager of Joule Technical Services since 1994. Prior to that
he was Regional Director for Joule Technical Services since joining the Company
in 1990. Prior to his employment with Joule he was Manager of Technical Services
with Continental Can Company.
John Porch, age 49, was elected Vice President in August 2000. He had been
a General Manager of Joule Industrial Contractors since 1996. Mr. Porch has been
employed by Joule since 1980 holding a series of increasingly more responsible
positions.
Judith Bryant, age 46, was appointed Vice President in October 2000 when
she joined the Company to head its Commercial Staffing business unit. Prior to
that she worked for Office Specialists, currently a part of Randstad North
America (a large staffing company) as a Market Manager. She joined Office
Specialists in 1994. Prior to that she was a sales manager for Yankee Book
Peddler, Inc.
6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to the
information under the caption "Stock Market Information" on the inside back
cover of the 2001 Annual Report.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to the
"Selected Financial Information", included on the inside front cover of the 2001
Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this Item is incorporated by reference to the
information under the same caption on page 6 of the 2001 Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to the
Consolidated Financial Statements appearing on pages 7 to 12 of the 2001 Annual
Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information with respect to the directors of the Company required to be
included pursuant to this Item 10 will be included under the caption "Election
of Directors - Director Compensation" in the Company's Proxy Statement, and is
incorporated in this Item 10 by reference. The information with respect to the
executive officers of the Company required to be included pursuant to this Item
10 is included under the caption "Executive Officers of the Company" in Part I
of this Annual Report on Form 10-K.
7
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the Common
Stock, to file reports of ownership and changes in ownership of the Common Stock
with the Securities and Exchange Commission and to provide copies to the
Company. Based upon a review of the copies of the forms furnished to the Company
and upon written representations from certain reporting persons that no forms
were required, the Company believes that all Section 16(a) filing requirements
were complied with during fiscal 2001.
ITEM 11. EXECUTIVE COMPENSATION
The information with respect to executive compensation required to be
included pursuant to this Item 11 will be included under the caption
"Compensation of Executive Officers-Certain Transactions" in the Proxy Statement
and is incorporated in this Item 11 by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information regarding security ownership of certain beneficial owners
and management that is required to be included pursuant to this Item 12 will be
included under the captions "Beneficial Ownership of More than 5% of the
Outstanding Common Stock" and "Beneficial Ownership of Management" in the Proxy
Statement and is incorporated in this Item 12 by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information with respect to any reportable transaction, business
relationship or indebtedness between the Company and the beneficial owners of
more than 5% of the Common Stock, the directors or nominees for director of the
Company, the executive officers of the Company or the members of the immediate
families of such individuals that is required to be included pursuant to this
Item 13 will be included under the caption "Compensation of Executive
Officers-Certain Transactions" in the Proxy Statement and is incorporated in
this Item 13 by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
The following Financial Statements of JOULE Inc. and subsidiaries and
Report of Independent Public Accountants are incorporated in Part IV by
reference to the 2001 Annual Report.
Report of Independent Public Accountants with respect to the financial
statements for the fiscal years, 2001, 2000 and 1999, respectively.
8
Consolidated Balance Sheets as of September 30, 2001 and 2000,
respectively.
Consolidated Statements of Income for the Years Ended September 30,
2001, 2000 and 1999, respectively.
Consolidated Statements of Changes in Stockholders Equity for the
Years Ended September 30, 2001, 2000 and 1999, respectively.
Consolidated Statements of Changes in Cash Flows for the Years Ended
September 30, 2001, 2000 and 1999, respectively.
Notes to Consolidated Financial Statements.
The following financial statement schedules are included at the indicated page
in this Annual Report on Form 10-K and incorporated in this Item 14(a) by
reference:
Report of Independent Public Accountants as to Schedules...........F-1
Financial Statement Schedules:
VIII - Valuation and Qualifying Accounts......................F-2
IX - Short-term Borrowings..................................F-3
All other schedules are omitted since they are not required or are not
applicable or since the information is furnished elsewhere in the financial
statements or notes thereto.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
9
(c) Exhibits
3.1 -- Certificate of Incorporation, filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No. 33-7617)
under the Securities Act of 1933, as amended (the "Form S-1"), and
incorporated herein by reference.
3.2 -- By-laws, as amended, filed as Exhibit 3.2 to the Form S-1 and
incorporated herein by reference.
4.1 -- Loan and Security Agreement, dated as of February 20, 1991,
between registrant and United Jersey Bank Central, N.A., filed as
Exhibit 4.1 to the Company's Annual Report on Form 10-K for the
year ended September 30, 1991 and incorporated herein by
reference.
4.1a -- Third Modification and Extension Agreement, dated August 23, 1995,
between registrant and United Jersey Bank, filed as Exhibit 4.1a
to the Company's Annual Report on Form 10-K for the year ended
September 30, 1995 and incorporated herein by reference.
4.1b -- Fourth Modification and Extension Agreement, dated February 6,
1996, ......... between registrant and United Jersey Bank, filed
as Exhibit 4.1b to the Company's Annual Report on Form 10-K for
the year ended September 30, 1996 and incorporated herein by
reference.
4.1c -- Fifth Modification and Extension Agreement, dated May 31, 1996,
between registrant and United Jersey Bank, filed as Exhibit 4.1c
to the Company's Annual Report on Form 10-K for the year ended
September 30, 1996 and incorporated herein by reference.
4.1d -- Sixth Modification and Extension Agreement, dated May 31, 1997,
between registrant and Summit Bank, filed as Exhibit 4.1d to the
Company's Annual Report on Form 10-K for the year ended September
30, 1997 and incorporated herein by reference.
4.1e -- Seventh Modification and Extension Agreement, dated May 31, 1998,
between registrant and Summit Bank, filed as Exhibit 4.1e to the
Company's Annual Report on Form 10-K for the year ended September
30, 1998 and incorporated herein by reference
4.1f -- Eighth Modification and Extension Agreement, dated February 5,
1999, between registrant and Summit Bank, filed as Exhibit 4.1f to
the Company's Annual Report on Form 10-K for the year ended
September 30, 1999 and incorporated herein by reference
4.1g -- Ninth Modification and Extension Agreement, dated May 10, 1999,
between registrant and Summit Bank, filed as Exhibit 4.1g to the
Company's Annual Report on Form 10-K for the year ended September
30, 1999 and incorporated herein by reference.
10
4.1h -- Tenth Modification and Extension Agreement, dated November 15,
1999, between registrant and Summit Bank, filed as Exhibit 4.1h to
the Company's Annual Report on Form 10-K for the year ended
September 30, 2000 and incorporated herein by reference.
4.1i -- Letter Amendment, dated May 26, 2000, between registrant and
Summit Bank, filed as Exhibit 4.1i to the Company's Annual Report
on Form 10-K for the year ended September 30, 2000 and
incorporated herein by reference.
4.1j -- Letter Amendment dated May 31, 2001 between registrant and Fleet
Bank.
4.1k -- Thirteenth Amendment and Modification Agreement, dated September
15, 2001, between Registrant and Fleet Bank.
10.4*-- 1991 Stock Option Plan, filed as Exhibit 10.11 to the Company's
Annual Report on Form 10-K for the year ended September 30, 1991
and incorporated herein by reference.
10.5*-- 2001 Stock Option Plan.
10.6*-- Joule Inc. Deferred Compensation Plan.
13 -- Annual Report to Stockholders for the year ended September 30,
2001.
21 -- List of Subsidiaries.
23 -- Consent of Independent Public Accountants.
- ----------
* Compensatory Plan
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
JOULE INC.
Dated: December 24, 2001 Emanuel N. Logothetis
----------------------
Emanuel N. Logothetis,
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on December 24, 2001.
Emanuel N. Logothetis Bernard G. Clarkin
- ---------------------- ----------------------
Emanuel N. Logothetis Bernard G. Clarkin
Chairman of the Board and Vice President and Chief Financial
Director (Principal Executive Officer (Principal Financial Officer
and Officer) and Accounting Officer)
Nick M. Logothetis
- ---------------------- ----------------------
Nick M. Logothetis - Director Steven Logothetis - Director
Richard Barnitt Andrew Spohn
- ---------------------- ----------------------
Richard Barnitt- Director Andrew Spohn - Director
- ----------------------
Robert W. Howard - Director
12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Joule Inc.:
We have audited in accordance with auditing standards generally accepted in the
United States, the financial statements included in Joule Inc. and subsidiaries
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated November 9, 2001. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the index above are the responsibility of the Company's
management and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
November 9, 2001
F-1
SCHEDULE VIII
JOULE INC. AND SUBSIDIARIES
VALUATION AND QUALIFICATION ACCOUNTS AND RESERVES
BALANCE CHARGED TO CHARGED BALANCE
BEGINNING COSTS AND TO OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
- ----------- --------- -------- -------- ---------- ------
Allowance for
doubtful accounts:
Years Ended:
September 30, 1999 $267,000 $778,000 ----- $661,000 $384,000
September 30, 2000 $384,000 $250,000 ----- $120,000 $514,000
September 30, 2001 $514,000 $336,000 ----- $286,000 $564,000
F-2
SCHEDULE IX
JOULE INC AND SUBSIDIARIES
SHORT-TERM BORROWINGS
MAXIMUM AVERAGE WEIGHTED
CATEGORY OF WEIGHTED AMOUNT OF AMOUNT AVERAGE
AGGREGATE AVERAGE AT BORROWINGS OUTSTANDING INTEREST RATE
SHORT-TERM BALANCE AT INTEREST RATE DURING THE DURING THE DURING THE
BORROWINGS END OF YEAR END OF YEAR YEAR YEAR* YEAR*
---------- ----------- ----------- ---- ----- -----
YEARS ENDED
SEPTEMBER 30, 1999 BANKS $7,700,000 6.94% $8,200,000 $4,833,000 6.82%
SEPTEMBER 30, 2000 BANKS $4,980,000 7.99% $8,750,000 $6,985,000 7.87%
SEPTEMBER 30, 2001 BANKS $5,250,000 4.41% $6,000,000 $5,179,000 6.89%
*Average amount outstanding is based on daily averages. Weighted average
interest rate during each year is calculated by dividing interest expense
on short term borrowings by the average amount outstanding.
F-3
Exhibit
Number Page
- ------ ----
EXHIBIT INDEX
Description of Exhibit
----------------------
3.1 Certificate of Incorporation, filed as Exhibit 3.1 to the *
Company's Registration Statement on Form S-1 (File No.
33-7617) under the Securities Act of 1933, as amended
(the "Form S-1"), and incorporated herein by reference.
3.2 By-laws, as amended, filed as Exhibit 3.2 to the Form S-1 *
and incorporated herein by reference.
4.1 Loan and Security Agreement, dated as of February 20, *
1991, between registrant and United Jersey Bank Central,
N.A., filed as Exhibit 4.1 to the Company's Annual Report
on Form 10-K for the year ended September 30, 1991 and
incorporated herein by reference.
4.1a Third Modification and Extension Agreement, dated August *
23, 1995, between registrant and United Jersey Bank,
filed as Exhibit 4.1a to the Company's Annual Report on
Form 10-K for the year ended September 30, 1995 and
incorporated herein by reference.
4.1b Fourth Modification and Extension Agreement, dated *
February 6, 1996, between registrant and United Jersey
Bank, filed as Exhibit 4.1b to the Company's Annual
Report on form 10-K for the year ended September 30, 1996
and incorporated herein by reference.
4.1c Fifth Modification and Extension Agreement, dated May 31, *
1996, between registrant and United Jersey Bank, filed as
Exhibit 4.1c to the Company's Annual Report on Form 10-K
for the year ended September 30, 1996 and incorporated
herein by reference.
4.1d Sixth Modification and Extension Agreement, dated May 31, *
1997, between registrant and Summit Bank, filed as
Exhibit 4.1d to the Company's Annual Report on Form 10-K
for the year ended September 30, 1997 and incorporated
herein by reference.
4.1e Seventh Modification and Extension Agreement, dated May *
31, 1998, between registrant and Summit Bank, filed as
Exhibit 4.1e to the Company's Annual Report on Form 10-K
for the year ended September 30, 1998 and incorporated
herein by reference.
4.1f Eighth Modification and Extension Agreement, dated *
February 5, 1999, between registrant and Summit Bank,
filed as Exhibit 4.1f to the Company's Annual Report on
Form 10-K for the year ended September 30, 1999 and
incorporated herein by reference.
4.1g Ninth Modification and Extension Agreement, dated May 10, *
1999, between registrant and Summit Bank, filed as
Exhibit 4.1g to the Company's Annual Report on Form 10-K
for the year ended September 30, 1999 and incorporated
herein by reference.
4.1h Tenth Modification and Extension Agreement, dated *
November 15, 1999, between registrant and Summit Bank,
filed as Exhibit 4.1h to the Company's Annual Report on
Form 10-K for the year ended September 30, 2000 and
incorporated herein by reference.
4.1i Letter Amendment, dated May 26, 2000, between registrant *
and Summit Bank, filed as Exhibit 4.1i to the Company's
Annual Report on Form 10-K for the year ended September
30, 2000 and incorporated herein by reference.
4.1j Letter Amendment dated May 31, 2001 between registrant 19
and Fleet Bank.
4.1k Thirteenth Amendment and Modification Agreement between 25
registrant and Fleet Bank.
10.4** 1991 Stock Option Plan, filed as Exhibit 10.11 to the *
Company's Annual Report on Form 10-K for the year ended
September 30, 1991 and incorporated herein by reference.
10.5** 2001 Stock Option Plan 54
10.6** Joule Inc. Deferred Compensation Plan 61
13 Annual Report to Stockholders for the year ended 75
September 30, 2001.
21 List of Subsidiaries 92
23 Consent of Independent Public Accountants 94
* Incorporated by Reference
** Compensatory Plan