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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 1-9477
Joule Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2735672
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1245 Route 1 South, Edison, New Jersey 08837
--------------------------------------------
(Address of principal executive officers)
(Zip Code)
(732) 548-5444
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(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
As of August 8, 2002, 3,682,000 shares of the Registrant's common stock were
outstanding.
Part I - Financial Information
Item 1. Financial Statements
Joule Inc. And Subsidiaries
Consolidated Balance Sheets
June 30, September 30,
2002 2001
----------- -----------
(Unaudited)
ASSETS
- ------
CURRENT ASSETS:
Cash $ 204,000 $ 251,000
Accounts receivable, less allowance
for doubtful accounts of $588,000 at June 30
and $564,000 at September 30, respectively 7,575,000 11,124,000
Prepaid expenses and other current assets 1,776,000 1,009,000
----------- -----------
Total Current Assets 9,555,000 12,384,000
PROPERTY AND EQUIPMENT, NET 4,410,000 4,612,000
GOODWILL 1,129,000 1,129,000
OTHER ASSETS 151,000 55,000
----------- -----------
$15,245,000 $18,180,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Loans payable to bank $ 3,700,000 $ 5,250,000
Accounts payable and accrued expenses 1,084,000 1,783,000
Accrued payroll and related taxes 1,387,000 1,840,000
----------- -----------
Total Current Liabilities 6,171,000 8,873,000
CAPITAL LEASE OBLIGATIONS 175,000 207,000
DEFERRED COMPENSATION 66,000 --
----------- -----------
Total Liabilities 6,412,000 9,080,000
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value:
Authorized 500,000 shares, none outstanding -- --
Common stock, $.01 par value:
Authorized 10,000,000 shares, issued 3,826,000 shares 38,000 38,000
Additional paid-in capital 3,672,000 3,672,000
Retained earnings 5,503,000 5,772,000
----------- -----------
9,213,000 9,482,000
LESS: Cost of 143,000 and 144,000 shares of common
stock held in treasury, respectively 380,000 382,000
----------- -----------
Total Stockholders' Equity 8,833,000 9,100,000
----------- -----------
$15,245,000 $18,180,000
=========== ===========
See accompanying notes to consolidated financial statements.
2
Joule Inc. And Subsidiaries
Consolidated Statements of Income
Three Months Ended Nine Months Ended
---------------------------- ----------------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES $ 17,439,000 $ 19,891,000 $ 54,232,000 $ 57,933,000
------------ ------------ ------------ ------------
COSTS, EXPENSES AND OTHER:
Cost of services 14,163,000 15,823,000 43,726,000 46,530,000
Selling, general & administrative expenses 3,573,000 3,579,000 10,871,000 10,680,000
Interest expense 32,000 82,000 126,000 290,000
Interest income -- (16,000) (6,000) (75,000)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAX PROVISION (329,000) 423,000 (485,000) 508,000
INCOME TAX PROVISION (BENEFIT) (135,000) 166,000 (216,000) 185,000
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (194,000) $ 257,000 $ (269,000) $ 323,000
============ ============ ============ ============
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE ($ 0.05) $ 0.07 ($ 0.07) $ 0.09
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING-BASIC 3,682,000 3,682,000 3,682,000 3,681,000
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES AND
COMMON EQUIVALENTS OUTSTANDING - DILUTED 3,682,000 3,682,000 3,682,000 3,681,000
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
3
Joule Inc. And Subsidiaries
Consolidated Statements of Cash Flows
Nine Months Ended
--------------------------
June 30, June 30,
2002 2001
----------- -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (269,000) $ 323,000
Adjustments to reconcile net income to
net cash flows provided by (used in) operating
activities:
Depreciation and amortization 704,000 665,000
Changes in operating assets and liabilities:
Accounts receivable 3,549,000 (14,000)
Prepaid expenses and other assets (852,000) 12,000
Accounts payable and accrued expenses (705,000) 171,000
Accrued payroll and related taxes (453,000) 117,000
Deferred compensation 66,000 --
Other 2,000 --
----------- -----------
Net cash flows provided by operating activities 2,042,000 1,274,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (474,000) (895,000)
----------- -----------
Net cash flows used in investing activities (474,000) (895,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in loans payable to bank - net (1,550,000) (380,000)
Repayment of obligations under capital leases (65,000) --
----------- -----------
Net cash flows used in financing activities (1,615,000) (380,000)
----------- -----------
NET CHANGE IN CASH (47,000) (1,000)
CASH, BEGINNING OF PERIOD 251,000 237,000
----------- -----------
CASH, END OF PERIOD $ 204,000 $ 236,000
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 141,000 $ 308,000
=========== ===========
Income taxes paid $ 97,000 $ 396,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTION
The Company entered into capital lease obligations
related to the lease of several new vehicles $ 39,000 $ --
=========== ===========
See accompanying notes to consolidated financial statements.
4
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(1) The consolidated balance sheet at the end of the preceding fiscal year
has been derived from the audited consolidated balance sheet contained in the
Company's Form 10-K and is presented for comparative purposes. All other
financial statements are unaudited. Management believes all adjustments,
consisting only of normal and recurring adjustments, necessary to present fairly
the financial position, results of operations and changes in cash flows for all
interim periods presented, have been made. The results of operations for interim
periods are not necessarily indicative of the operating results for the full
year.
Footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission. These unaudited consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes thereto
included in the Company's Form 10-K and Annual Report to Stockholders for the
most recent fiscal year.
(2) During June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, "Business Combinations"
(SFAS No. 141) and No. 142, "Goodwill and Other Intangible Assets" (SFAS No.
142). SFAS No. 141 requires that all business combinations be accounted for
using the purchase method and that intangible assets be recognized as assets
apart from goodwill if they arise from contractual or other legal rights, or if
they are separable or capable of being separated from the acquired entity and
sold, transferred, licensed, rented or exchanged. SFAS No. 141 is effective for
all business combinations initiated after June 30, 2001. In connection with the
adoption of SFAS No. 141, the Company reassessed all amounts originally
allocated to goodwill and determined that the original allocation was consistent
with the allocation provisions of SFAS No. 141 in that there were no separately
recognized intangible assets with indefinite lives included in goodwill. The
Company has determined that the reporting units as prescribed by SFAS No. 141
are equivalent to the reporting segments described in footnote 4 and that all
goodwill, approximately $1,129,000 at October 1, 2001 is allocable to the
technical staffing segment. SFAS No. 142 specifies that goodwill and intangible
assets that have indefinite useful lives will not be amortized but rather will
be tested at least annually for impairment. The annual impairment test will be
performed as of the beginning of the Company's fiscal year. SFAS No. 142 is
effective for fiscal years beginning after December 15, 2001. However, early
adoption is permitted and the Company has adopted SFAS No. 142 as of October 1,
2001.
SFAS No. 142 requires that the useful lives of intangible assets
acquired on or before June 30, 2001 be reassessed and the remaining amortization
periods adjusted accordingly. Previously recognized intangible assets deemed to
have indefinite lives shall be tested for impairment. During the second quarter
of fiscal 2002 the Company completed its initial impairment review, which
indicated there is no impairment to goodwill. Goodwill recognized prior to July
1, 2001 is no longer being amortized.
Had the Company adopted the standards of SFAS No. 142, "Goodwill and
Other Intangibles," as of October 1, 2000, net income and basic and diluted
5
earnings per share would have been $270,000 and $0.07 and $361,000 and $0.10
after adding back $13,000 and $38,000 of goodwill amortization for the three and
nine months ended June 30, 2001, respectively.
(3) In August 2001, the Financial Accounting Standards Board issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which
is effective for fiscal years beginning after December 15, 2001, and addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. This statement supersedes SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," and the
accounting and reporting provisions of Accounting Principals Board Opinion No.
30, "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," for the disposal of a segment of a business. The
Company plans to adopt the standard October 1, 2002, and does not expect that
the adoption of SFAS No. 144 will have a material effect on its consolidated
results of operations or financial position.
(4) Segment Disclosures
The Company has determined that its reportable segments are those that
are based on the Company's method of internal reporting, which disaggregates its
business by segment. The Company's reportable segments are: (1) Commercial
Staffing, (2) Technical Staffing and (3) Industrial Staffing.
Information concerning operations by operating segment is as
follows (in 000's):
Three Months Ended Nine Months Ended
June 30, June 30,
--------------------- ---------------------
2002 2001 2002 2001
-------- -------- -------- --------
Revenues
Commercial .............. $ 5,079 $ 6,393 $ 15,613 $ 18,783
Technical ............... 6,746 6,685 18,866 19,370
Industrial .............. 5,614 6,813 19,753 19,780
-------- -------- -------- --------
$ 17,439 $ 19,891 $ 54,232 $ 57,933
-------- -------- -------- --------
Income (Loss) Before Income Tax Provision (Benefit)
Commercial .............. $ 41 $ 295 $ 328 $ 872
Technical ............... 845 682 1,887 1,667
Industrial .............. (207) 491 377 994
Corporate (unallocated,
including interest) .. (1,008) (1,045) (3,077) (3,025)
-------- -------- -------- --------
$ (329) $ 423 $ (485) $ 508
-------- -------- -------- --------
(5) Litigation
The Company is subject to various claims and legal proceedings that
arise in the ordinary course of its business activities. Management believes
that any liability that may ultimately result from the resolution of these
matters will not have a material adverse effect on the financial condition,
results of operations or liquidity of the Company.
6
(6) Deferred Compensation Plan
In October 2001, the Company initiated a deferred compensation plan
that permits certain members of management to defer portions of their
compensation. The plan provides for Company matching contributions for certain
amounts deferred by participants in the plan. All amounts deferred are held in a
"Rabbi trust" and invested in stocks, bonds and other investment at the
direction of the participants. For the nine months ended June 30, 2002, $8,000
of vested Company contributions have been charged to compensation expense. The
Company has included in "deferred compensation" $66,000 at June 30, 2002, to
reflect its liability under this plan. The Company has included in "Other
assets" $95,000 at June 30, 2002, which represents the fair value of the assets
in the plan. The investment assets of the Plan are classified as trading
securities under Financial Accounting Standards Board issued SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities", therefore
all realized and unrealized gains and losses are included in the determination
of net income.
7
JOULE INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Critical Accounting Policies
During January 2002, the Securities and Exchange Commission ("SEC")
published a Commission Statement in the form of Financial Reporting Release No.
61 which requested that all registrants discuss their most "critical accounting
policies" in management's discussion and analysis of financial condition and
results of operations. The SEC has defined critical accounting policies as those
that are both important to the portrayal of a company's financial condition and
results, and that require management's most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. While our significant accounting policies
are summarized in Note 1 to our consolidated financial statements included in
Form 10-K for the fiscal year ended September 30, 2001, we believe the following
accounting policies to be critical:
Revenue - The Company's revenues are derived from providing staffing
services to its customers. Such services include providing commercial (office
and light industrial) workers, technical (engineering, scientific and
information technology) personnel, and industrial (skilled craft industrial
plant and facility maintenance) labor. Virtually all revenue is billed on a
direct cost plus markup basis. Revenues are recorded when services are rendered
for hourly revenues.
Long-Lived Assets - The Company reviews long-lived assets other than
goodwill for impairment when events or changes in business conditions indicate
that their full carrying value may not be recovered. Assets are considered to be
impaired and written down to fair value if expected associated undiscounted cash
flows are less than carrying amounts. Fair value is generally the present value
of the expected associated cash flows.
In accordance with SFAS No. 142, goodwill is not amortized but is
tested at least annually for impairment. Changes in business conditions in the
future could change our judgments about the carrying value of the goodwill,
which could result in the recognition of material impairment losses.
Valuation of Stock Options - Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123),
permits an entity to continue to account for employee stock-based compensation
under APB Opinion No. 25, "Accounting for Stock Issued to Employees," or adopt a
fair value based method of accounting for such compensation. The Company has
elected to continue to account for stock-based compensation under Opinion No.
25. Accordingly, compensation expense is recognized on fixed option grants only
if the current fair value of the underlying stock exceeds the exercise price of
the option at the date of grant and it is recognized on a straight-line basis
over the vesting period. Had the Company elected to adopt the measurement
provisions of SFAS No. 123 compensation expense would have been recognized based
on the fair value of the options at the grant date. Estimating the fair value of
stock options involves a number of judgments and variables that are subject to
8
significant change. A change in the fair value estimate could have a significant
effect on the amount of compensation expense disclosed in Note 4 to our
consolidated financial statements included in Form 10-K for the fiscal year
ended September 30, 2001.
Management Estimates - Management of the Company is required to make
certain estimates and assumptions during the preparation of consolidated
financial statements in accordance with accounting principles generally accepted
in the United States of America. These estimates and assumptions impact the
reported amount of assets and liabilities and disclosures of contingent assets
and liabilities as of the date of the consolidated financial statements.
Estimates and assumptions are reviewed periodically and the effects of revisions
are reflected in the consolidated financial statements in the period they are
determined to be necessary. Some of the more significant estimates made by
management include the allowance for doubtful accounts and various other
operating allowances and accruals.
Related Party Transactions
The Company paid certain major stockholders Board of Director's fees of
approximately $12,000 for the nine months ended June 30, 2002. In addition,
accounts receivable include amounts due for services rendered to a company owned
by a stockholder of $55,000 and $51,000 as of September 30, 2001 and June 30,
2002, respectively.
Results of Operations
The Company's revenues are derived from providing staffing services to
its customers. Such services include providing commercial (office and light
industrial) workers, technical (engineering, scientific and information
technology) personnel, and industrial (skilled craft industrial plant and
facility maintenance) labor. Virtually all revenue is billed on a direct cost
plus markup basis. Revenue was $17.4 million for the three months ended June 30,
2002 compared to $19.9 million for the year earlier period. Revenue for the
first nine months of fiscal 2002 amounted to $54.2 million; for the comparable
nine month period of 2001 revenue was $57.9 million. Commercial staffing revenue
decreased 21% to $5.1 million and 17% to $15.6 million for the respective three
and nine-month periods ended June 30, 2002 due to general economic conditions in
its market. Technical staffing revenue was $6.7 million for both the current and
prior year quarter; for the current nine-month period such revenue declined 3%
to $18.8 million compared to the prior period's revenue of $19.4 million.
Industrial staffing revenue decreased $1.2 million or 18% to $5.6 million for
the 2002 three month period compared to 2001 three month results of $6.8 million
due principally to the weak economy and, in particular, to low levels of capital
investment by clients of this segment. For the nine-month period, revenue was
$19.8 million in both the 2002 and 2001 periods.
Cost of services were 81.2% of revenue in the current quarter compared
to 79.5% for the prior year three-month period. For the nine-month period cost
of services were 80.6% of revenues in 2002 compared to 80.3% in the same prior
year period. These expenses consist primarily of compensation to employees on
assignment to clients and related costs, including social security, unemployment
taxes, general liability and workers' compensation insurance, and other costs of
services, including travel expenses and a van transportation service which
transports some commercial staffing workers to job sites.
9
Selling, general and administrative expenses were $3.6 million and
$10.9 million for the three and nine months ended June 30, 2002, respectively,
compared to $3.6 million and $10.7 million for the year earlier periods, and
represented 20.5% and 20.0% of revenue in the 2002 periods, an increase over the
comparable 2001 periods of 18.0% and 18.4% of revenue. These percentage
increases are principally related to lower revenue for the respective three and
nine month periods of 2002. Selling, general and administrative expenses include
staff payroll and related expenses in addition to advertising, professional
fees, depreciation and amortization, provision for the allowance for doubtful
accounts, rent and other costs related to maintaining the Company's branch
offices.
Interest expense amounted to $32,000 and $126,000 for the 2002 three
and nine month periods, respectively, compared to $82,000 and $290,000 for the
respective prior year periods, reflecting a decrease in average borrowings along
with decreases in interest rates. Interest income in the 2001 periods of $16,000
and $75,000, respectively, and $6,000 for the 2002 nine month period, related to
a note receivable, which was paid in full as of June 30, 2002. After giving
effect to the utilization of certain tax credits, the effective tax benefit
rates approximated 41% and 45% for the respective three and nine month periods
ending June 30, 2002 and the effective tax rates approximated 39% and 36% for
the respective three and nine month periods ending June 30, 2001. As a result of
the above, the net loss for the 2002 three month period was $194,000 or $0.05
per share, basic and diluted, compared with net income of $257,000 or $0.07 per
share, basic and diluted, for the 2001 period; for the 2002 nine month period,
the net loss was $269,000 or $0.07 per share, basic and diluted, compared with
net income of $323,000 or $0.09 per share, basic and diluted, for the 2001
period.
Liquidity and Capital Resources
Current assets at June 30, 2002 were $9,555,000 compared to current
assets of $12,384,000 at September 30, 2001 and current liabilities were
$6,171,000 compared to $8,873,000 as of September 30, 2001. The decrease in
current assets principally relates to a $3.5 million decrease in accounts
receivable due to a decrease in days sales outstanding, the result of the
continuing emphasis on credit and collections, as well as lower revenue in the
current period compared to the fourth quarter of fiscal 2001, offset by an
approximate $800,000 increase in prepaid insurance and income taxes. The
decrease in current liabilities principally results from a $1,550,000 decrease
in notes payable, reflective of the improved receivable collections noted above;
an approximate $700,000 decrease in accounts payable and accrued expenses
principally related to normal accounts payable fluctuations coupled with reduced
business activity; and an approximate $500,000 decrease in accrued payroll and
related taxes principally the result of a lower level of business in the final
week of the current period as compared to the final week of September 2001. The
deferred compensation amount of $66,000 relates to a compensation plan initiated
in the quarter ended December 31, 2001. The Company's capital expenditures are
generally relatively modest due to the nature of its business.
Employees typically are paid on a weekly basis. Clients generally are
billed on a weekly basis. The Company has generally utilized bank borrowings to
meet its working capital need. The Company has a $9,000,000 bank line of credit
that matures May 31, 2003; loans thereunder are secured principally by
receivables with interest at LIBOR plus one and one-half percent with a prime
rate less one-half percent option; $3,700,000 was outstanding under this line as
of June 30, 2002. The Company believes that internally generated funds and
available borrowings will provide sufficient cash flow to meet its requirements
for the next 12 months.
10
Below is a table that presents our contractual obligations and
commercial commitments as of June 30, 2002:
Payments Due by Fiscal Year
--------------------------------------------------------------
2005 and
Total 2002 2003 2004 Thereafter
---------- ---------- ---------- ---------- ----------
Loan payable to bank ................. $3,700,000 $3,700,000 $ -- $ -- $ --
Capital lease obligations
including interest ................ 297,000 32,000 112,000 98,000 55,000
Operating leases ..................... 712,000 103,000 298,000 224,000 87,000
---------- ---------- ---------- ---------- ----------
Total contractual cash obligations ... $4,709,000 $3,835,000 $ 410,000 $ 322,000 $ 142,000
========== ========== ========== ========== ==========
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed to fluctuations in
interest rates as we seek debt financing to meet our working capital needs. We
do not employ specific strategies, such as the use of derivative instruments or
hedging, to manage our interest rate exposures. Since the fiscal year ended
September 30, 2001, there has been no change with respect to our interest rate
exposures or our approach toward those exposures. Further, we do not expect our
interest rate exposures on our borrowings to change in the near term.
We are also exposed to market risks with respect to our new deferred
compensation program. Participants in the program may direct the investment of
deferred compensation amounts into various debt and equity investments. Such
investments are classified as trading securities and as such are carried on our
consolidated balance sheet at fair value with changes in their fair values
recognized each period in our consolidated statement of income. Therefore, we
are exposed to changes in interest rates and the volatility of the stock and
bond markets.
Forward-Looking Information
Certain parts of this document include forward-looking statements
within the meaning of the federal securities laws that are subject to risks and
uncertainties. Factors that could cause the Company's actual results and
financial condition to differ from the Company's expectations include, but are
not limited to, a change in economic conditions that adversely affects the level
of demand for the Company's services, competitive market and pricing pressures,
the availability of qualified temporary workers, the ability of the Company to
manage growth through improved information technology systems and the training
and retention of new staff, and government regulation.
11
JOULE INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On October 10, 2001, the Company issued an aggregate of 670 shares of
Common Stock held in treasury as service awards to certain employees
who had completed five and twenty years of service with the Company
during fiscal 2001. The shares were not registered under the Securities
Act of 1933 based on the conclusion that the awards would not be events
of sale within the meaning of Section 2 (a) (3) of the Act.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 99.1 - Certification pursuant to 18 USC Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
Emanuel N. Logothetis
Exhibit 99.2 - Certification pursuant to 18 USC Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
Bernard G. Clarkin
(b) Reports on Form 8-K
Form 8-K dated May 23, 2002 with respect to the dismissal of its
independent public accountants, Arthur Andersen, LLP
Form 8-K/A dated May 28, 2002; amending 8-K dated May 23, 2002
Form 8-K dated June 21, 2002 with respect to the engagement of KPMG LLP
as its new independent public accountants.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
JOULE INC.
(Registrant)
August 14, 2002
/s/ E.N. LOGOTHETIS
-----------------------------------------
E. N. Logothetis, Chairman and Chief
Executive Officer (Principal Executive
Officer)
August 14, 2002 /s/ BERNARD G. CLARKIN
-----------------------------------------
Bernard G. Clarkin, Vice President and
Chief Financial Officer (Principal
Financial Officer)
12