FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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
---------------------------------------------------
(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
As of May 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
March 31, September 30,
2002 2001
----------- -----------
(Unaudited)
ASSETS
- ------
CURRENT ASSETS:
Cash $ 200,000 $ 251,000
Accounts receivable, less allowance
for doubtful accounts of $525,000 at March 31
and $564,000 at September 30, respectively 7,824,000 11,124,000
Prepaid expenses and other current assets 1,615,000 1,009,000
----------- -----------
Total Current Assets 9,639,000 12,384,000
PROPERTY AND EQUIPMENT, NET 4,468,000 4,612,000
GOODWILL 1,129,000 1,129,000
OTHER ASSETS 68,000 55,000
----------- -----------
$15,304,000 $18,180,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Loans payable to bank $ 3,600,000 $ 5,250,000
Accounts payable and accrued expenses 1,076,000 1,783,000
Accrued payrolll and related taxes 1,417,000 1,840,000
----------- -----------
Total Current Liabilities 6,093,000 8,873,000
CAPITAL LEASE OBLIGATIONS 166,000 207,000
DEFERRED COMPENSATION 18,000 --
----------- -----------
Total Liabilities 6,277,000 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 5,697,000 5,772,000
----------- -----------
9,407,000 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 9,027,000 9,100,000
----------- -----------
$15,304,000 $18,180,000
=========== ===========
See accompanying notes to consolidated financial statements.
2
Joule Inc. And Subsidiaries
Consolidated Statements of Income
Three Months Ended Six Months Ended
---------------------------- ----------------------------
March 31, March 31, March 31, March 31,
2002 2001 2002 2001
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES $ 17,404,000 $ 19,518,000 $ 36,793,000 $ 38,042,000
------------ ------------ ------------ ------------
COSTS, EXPENSES AND OTHER:
Cost of services 14,038,000 15,774,000 29,563,000 30,707,000
Selling, general & administrative expenses 3,663,000 3,631,000 7,298,000 7,101,000
Interest expense 36,000 101,000 94,000 208,000
Interest income -- (24,000) (6,000) (59,000)
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAX PROVISION (333,000) 36,000 (156,000) 85,000
INCOME TAX PROVISION (BENEFIT) (142,000) 3,000 (81,000) 19,000
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (191,000) $ 33,000 $ (75,000) $ 66,000
============ ============ ============ ============
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE ($0.05) $0.01 ($0.02) $0.02
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING-BASIC 3,682,000 3,677,000 3,682,000 3,677,000
============ ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES AND
COMMON EQUIVALENTS OUTSTANDING - DILUTED 3,689,000 3,677,000 3,688,000 3,677,000
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
3
Joule Inc. And Subsidiaries
Consolidated Statements of Cash Flows
Six Months Ended
--------------------------
March 31, March 31,
2002 2001
----------- -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (75,000) $ 66,000
Adjustments to reconcile net income to
net cash flows provided by (used in) operating
activities:
Depreciation and amortization 443,000 436,000
Provision for losses on accounts receivable (39,000) 105,000
Changes in operating assets and liabilities:
Accounts receivable 3,339,000 (389,000)
Prepaid expenses and other assets (614,000) (33,000)
Accounts payable and accrued expenses (707,000) (55,000)
Accrued payroll and related taxes (423,000) 356,000
Income taxes -- (43,000)
----------- -----------
Net cash flows provided by operating activities 1,924,000 443,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (325,000) (731,000)
----------- -----------
Net cash flows used in investing activities (325,000) (731,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in loans payable to bank (1,650,000) 320,000
----------- -----------
Net cash flows provided by (used in) financing activities (1,650,000) 320,000
----------- -----------
NET CHANGE IN CASH (51,000) 32,000
CASH, BEGINNING OF PERIOD 251,000 237,000
----------- -----------
CASH, END OF PERIOD $ 200,000 $ 269,000
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 100,000 $ 222,000
=========== ===========
Income taxes paid $ 84,000 $ 222,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTION
Capitalized leases $ (41,000) --
=========== ===========
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. All unaudited amounts are subject to year
end adjustments and audit, but the Company believes all adjustments, consisting
only of normal and recurring adjustments, necessary to present fairly the
financial position, results of operations and changes in cash flows for all
interim periods presented, have been made. The results of operations for interim
periods are not necessarily indicative of the operating results for the full
year.
Footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission. These consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-K and Annual Report to Stockholders for the most recent fiscal
year.
(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 changes the accounting for business combinations, requiring
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. SFAS No. 142 specifies the financial accounting and
reporting for acquired goodwill and other intangible assets. Goodwill and
intangible assets that have indefinite useful lives will not be amortized but
rather will be tested at least annually for impairment. SFAS No. 142 is
effective for fiscal years beginning after December 15, 2001. However, early
adoption is allowed and the Company has adopted SFAS No. 142 as of October 1,
2001. 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 earnings
per share would have been $46,000 and $0.01 and $92,000 and $0.02 for the three
and six months ended March 31, 2001, respectively.
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 recently completed
quarter 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.
(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
5
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 Six Months Ended
March 31, March 31,
-------------------- --------------------
2002 2001 2002 2001
-------- -------- -------- --------
Revenues
Commercial .................. $ 4,630 $ 6,326 $ 10,534 $ 12,390
Technical ................... 6,126 6,482 12,120 12,685
Industrial .................. 6,648 6,710 14,139 12,967
-------- -------- -------- --------
$ 17,404 $ 19,518 $ 36,793 $ 38,042
-------- -------- -------- --------
Income Before Tax Provisions
Commercial .................. $ 41 $ 282 $ 287 $ 579
Technical ................... 525 395 1,042 984
Industrial .................. 141 339 579 503
Corporate (unallocated,
including interest) ....... (1,040) (980) (2,064) (1,981)
-------- -------- -------- --------
$ (333) $ 36 $ (156) $ 85
-------- -------- -------- --------
6
JOULE INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
The Company's revenues are derived from providing staffing services to its
customers. Such services include providing 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 March
31, 2002 compared to $19.5 million for the year earlier period. Revenue for the
first six months of fiscal 2002 amounted to $36.8 million; for the comparable
six month period of 2001 revenue was $38.0 million. Commercial staffing revenue
decreased 27% to $4.6 million and 15% to $10.5 million for the respective three
and six month periods ended March 31, 2002 due to general economical conditions
in its market. Technical staffing revenue of $6.1 million for the current
quarter and $12.1 million for the current six month period declined 6% and 5%,
respectively compared to prior periods' revenue of $6.5 million and $12.7
million. Industrial staffing revenue of $6.6 million for the 2002 three month
period approximated the 2001 three month results of $6.7 million. For the six
month periods, revenue rose 9% to $14.1 million in 2002 from $13.0 million in
2001.
Cost of services were 80.7% of revenue in the current and prior year three
month periods. For the six month period cost of services was 80.3% of revenues
in 2002 compared to 80.7% 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.
Selling, general and administrative expenses were $3.7 million and $7.3
million for the three and six months ended March 31, 2002 compared to $3.6
million and $7.1 million for the year earlier periods, and represented 21.0% and
19.8% of revenue in the 2002 periods, an increase over the comparable 2001
periods of 18.6% and 18.7% of revenue. These percentage increases are
principally related to lower revenue for the respective three and six 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.
7
JOULE INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Interest expense amounted to $36,000 and $94,000 for the 2002 three and six
month periods compared to $101,000 and $208,000 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 $24,000 and $59,000,
respectively, and $6,000 for the 2002 six month period, related to a note
receivable. After giving effect to the utilization of certain tax credits the
effective tax benefit rates approximated 43% and 52% for the respective three
and six month periods ending March 31, 2002 and the effective tax rates
approximated 8% and 22% for the respective three and six month periods ending
March 31, 2001. As a result of the above, the net loss for the 2002 three month
period was $191,000 or $0.05 per share, basic and diluted, compared with net
income of $33,000 or $0.01 per share, basic and diluted, for the 2001 period;
for the 2002 six month period, the net loss was $75,000 or $0.02 per share,
basic and diluted, compared with net income of $66,000 or $0.02 per share, basic
and diluted, for the 2001 period.
Liquidity and Capital Resources
Current assets at March 31, 2002 were $9,639,000 compared to current assets
of $12,384,000 at September 30, 2001 and current liabilities were $6,093,000
compared to $8,873,000 as of September 30, 2001. The decrease in current assets
principally relates to a $3.3 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 a $600,000 increase in prepaid
insurance and income taxes. The decrease in current liabilities principally
results from a $1,650,000 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 $400,000
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 $18,000
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;
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;
$3,600,000 was outstanding under this line as of March 31, 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.
8
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.
9
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 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders was held on March 6, 2002
(b) The following directors were elected at the annual meeting with the
votes as indicated:
VOTES FOR VOTES WITHHELD
--------- --------------
Richard Barnitt 3,611,787 1,675
Robert W. Howard 3,610,087 3,375
Emauuel N. Logothetis 3,608,087 5,375
Nick M. Logothetis 3,611,787 1,675
Steven Logothetis 3,611,087 2,375
Andrew G. Spohn 3,612,087 1,375
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: None
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
JOULE INC.
(Registrant)
May 13, 2002 /s/ E. N. LOGOTHETIS
-----------------------------------------
E. N. Logothetis, Chairman and Chief
Executive Officer (Principal Executive
Officer)
May 13, 2002 /s/ BERNARD G. CLARKIN
-----------------------------------------
Bernard G. Clarkin, Vice President and
Chief Financial Officer (Principal
Financial Officer)
10