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 December 31, 2003
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.
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(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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b.2 of the Act).
Yes [ ] No [X]
As of February 12, 2004, 3,683,650 shares of the Registrant's common stock were
outstanding.
Part I - Financial Information
Item 1. Financial Statements (unaudited)
Joule Inc. And Subsidiaries
Consolidated Balance Sheets
(Unaudited)
December 31, September 30,
2003 2003
------------ ------------
ASSETS
- ------
CURRENT ASSETS:
Cash $ 180,000 $ 177,000
Accounts receivable, less allowance
for doubtful accounts of $345,000 at December 31
and $393,000 at September 30 7,820,000 7,940,000
Prepaid insurance 1,293,000 1,214,000
Prepaid expenses and other current assets 526,000 606,000
------------ ------------
Total Current Assets 9,819,000 9,937,000
PROPERTY AND EQUIPMENT, NET 3,506,000 3,675,000
GOODWILL 1,189,000 1,184,000
OTHER ASSETS 534,000 501,000
------------ ------------
Total Assets $ 15,048,000 $ 15,297,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Loans payable to bank $ 3,479,000 $ 3,150,000
Accounts payable and accrued expenses 1,395,000 1,289,000
Accrued payroll and related taxes 1,191,000 1,935,000
------------ ------------
Total Current Liabilities 6,065,000 6,374,000
CAPITAL LEASE OBLIGATIONS 57,000 85,000
DEFERRED COMPENSATION 190,000 162,000
------------ ------------
Total Liabilities 6,312,000 6,621,000
------------ ------------
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 3,828,000 shares 38,000 38,000
Additional paid-in capital 3,674,000 3,674,000
Retained earnings 5,406,000 5,346,000
------------ ------------
9,118,000 9,058,000
LESS: Cost of 144,000 shares of common stock held in treasury 382,000 382,000
------------ ------------
Total Stockholders' Equity 8,736,000 8,676,000
------------ ------------
Total Liabilities and Stockholders' Equity $ 15,048,000 $ 15,297,000
============ ============
See accompanying notes to consolidated financial statements.
2
Joule Inc. And Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
---------------------------
December 31, December 31,
2003 2002
------------ ------------
REVENUES $ 17,016,000 $ 17,017,000
COSTS, EXPENSES AND OTHER:
Cost of services 13,524,000 13,785,000
Selling, general & administrative expenses 3,307,000 3,386,000
Interest expense 45,000 34,000
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES 140,000 (188,000)
INCOME TAX PROVISION (BENEFIT) 80,000 (73,000)
------------ ------------
NET INCOME (LOSS) $ 60,000 $ (115,000)
============ ============
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ 0.02 ($ 0.03)
============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING-BASIC 3,684,000 3,683,000
============ ============
WEIGHTED AVERAGE COMMON SHARES AND
COMMON EQUIVALENTS OUTSTANDING - DILUTED 3,693,000 3,683,000
============ ============
See accompanying notes to consolidated financial statements.
3
Joule Inc. And Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
----------------------------
December 31, December 31,
2003 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 60,000 $ (115,000)
Adjustments to reconcile net income (loss) to
net cash flows provided by (used in) operating
activities:
Depreciation and amortization 214,000 228,000
Provision for losses on accounts receivable 40,000 --
Writeoffs of property and equipment -- 26,000
Changes in operating assets and liabilities:
Accounts receivable 80,000 1,928,000
Prepaid expenses and other assets (24,000) (113,000)
Accounts payable and accrued expenses 106,000 (623,000)
Accrued payroll and related taxes (744,000) (776,000)
Deferred compensation 28,000 14,000
------------ ------------
Net cash flows (used in) provided by operating activities (240,000) 569,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (36,000) (222,000)
Purchases of marketable securities for deferred compensation plan (17,000) --
Payments for business acquired (5,000) --
------------ ------------
Net cash flows used in investing activities (58,000) (222,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in loans payable to bank, net 329,000 (280,000)
Repayment of obligations under capital leases (28,000) (27,000)
------------ ------------
Net cash flows provided by (used in) financing activities 301,000 (307,000)
------------ ------------
NET CHANGE IN CASH 3,000 40,000
CASH, BEGINNING OF PERIOD 177,000 174,000
------------ ------------
CASH, END OF PERIOD $ 180,000 $ 214,000
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 31,000 $ 37,000
============ ============
Income taxes paid $ 12,000 $ 21,000
============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Capitalized vehicle leases $ -- $ (16,000)
============ ============
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 consolidated
financial statements are unaudited. Management believes all adjustments,
consisting only of normal and recurring adjustments, necessary to present fairly
the consolidated 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 the consolidated financial
statements have been omitted in accordance with accounting principles generally
accepted in the United States of America for interim financial statements and
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 for the most recent fiscal year.
(2) At December 31, 2003, the Company has two stock-based employee
compensation plans, which are described more fully in Note 5 to the Company's
consolidated financial statements included in Form 10-K for the fiscal year
ended September 30, 2003. The Company accounts for those plans under the
recognition and measurement principles of APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations. No stock-based employee
and director compensation cost is reflected in net income (loss) as all options
granted under those plans had an exercise price equal to the fair value of the
underlying common stock on the date of grant. The following table illustrates
the effect on net income (loss) and income (loss) per share as if the Company
had applied the fair value recognition provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation", to stock-based employee compensation.
Three Months Ended
December 31,
-------------------------
2003 2002
----------- -----------
Net income (loss) as reported ........... $ 60,000 $ (115,000)
Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects ............. (1,000) (3,000)
----------- -----------
Pro forma net income (loss) ............. $ 59,000 $ (118,000)
=========== ===========
Income (loss) per share:
Basic - as reported .................... $ 0.02 $ (0.03)
=========== ===========
Basic - pro forma ...................... $ 0.02 $ (0.03)
=========== ===========
Diluted - as reported .................. $ 0.02 $ (0.03)
=========== ===========
Diluted - pro forma .................... $ 0.02 $ (0.03)
=========== ===========
(3) 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) Industrial Staffing, and (3) Technical Staffing.
5
Information concerning operations by operating segment is as follows
(in 000's):
Three Months Ended
December 31,
------------------------
2003 2002
---------- ----------
Revenues
Commercial .............................. $ 5,097 $ 4,869
Industrial .............................. 4,929 5,693
Technical ............................... 6,990 6,455
---------- ----------
$ 17,016 $ 17,017
---------- ----------
Income (Loss) Before Income Taxes
Commercial .............................. $ 304 $ 116
Industrial .............................. 308 145
Technical ............................... 780 595
Corporate (unallocated,
including interest) ................. (1,252) (1,044)
---------- ----------
$ 140 (188)
---------- ----------
(4) 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 consolidated financial
condition, results of operations or liquidity of the Company.
(5) Going Private Proposal and Subsequent Events:
On August 21, 2003, the Company announced that it had received a
non-binding proposal from a purchaser group consisting of Emanuel N. Logothetis,
the founder, Chairman of the Board and Chief Executive Officer of the Company,
members of his immediate family and John G. Wellman, Jr., President and Chief
Operating Officer of the Company, to acquire all of the outstanding shares of
the Company's common stock not already owned by the purchaser group. In this
connection, the Company incurred costs of approximately $145,000 through
December 31, 2003, including $95,000 in the three months ended December 31,
2003, related to fees incurred by the Special Committee of the Board of
Directors (the "Special Committee") to analyze the purchaser group's offer,
which are included in selling, general and administrative expense.
The Special Committee is comprised of the three independent members of
the Company's Board of Directors and was formed to evaluate and negotiate the
going private proposal. Following negotiations with the Special Committee, on
November 21, 2003, a corporation formed by the purchaser group commenced a
tender offer (the "Tender Offer") for all of the outstanding common stock of the
Company not owned by the purchaser group at $1.52 per share. The Tender Offer
was scheduled to expire at 12:00, midnight, Eastern Standard Time, on December
19, 2003. On December 22, 2003, the purchaser group announced that it had
extended the expiration of the Tender Offer to 5:00 p.m., Eastern Standard Time,
on January 15, 2004, unless further extended. At December 19, 2003,
approximately 350,000 shares of common stock of the Company had been tendered
and not withdrawn.
On January 16, 2004, the purchaser group announced that the number of
shares tendered pursuant to its offer to purchase all of the outstanding common
stock of the Company not owned by the purchaser group was not sufficient to
satisfy the non-waivable minimum tender condition of the tender offer and that
the tender offer had been withdrawn.
6
The purchaser group announced that it has made an alternative going
private proposal to the Board of Directors of the Company for a merger of its
company, JAC Acquisition Company, Inc. with Joule pursuant to which stockholders
of Joule (other than the Purchaser Group and stockholders who properly perfect
appraisal rights under Delaware law) would receive $1.54, in cash, for each
outstanding share of Joule common stock owned by them. As a result of the
merger, the Company would become a privately held company owned solely by the
members of the Purchaser Group. The Board of Directors of Joule has
reconstituted the Special Committee of its Board of Directors, consisting of the
three independent directors, to evaluate the merger proposal. The Special
Committee is seeking further advice from the independent financial advisor and
independent legal counsel previously retained in connection with the original
going private proposal.
The proposed merger will require the approval of the Joule Board of
Directors, with the three directors who are members of the Purchaser Group
abstaining, and approval by the holders of a majority of the outstanding shares
of Joule common stock.
7
JOULE INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Executive Level Overview
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 graphic
design/marketing) personnel, and industrial (skilled craft, industrial plant and
facility maintenance) labor. Substantially all revenue is billed on a direct
cost plus markup basis. The Company also recognizes revenues under fixed price
contracts and for permanent placement services. The Company desegregates its
operations into three segments for internal reporting and management purposes -
Commercial, Industrial, and Technical.
Results of Operations
Revenue was $17.0 million for both the first three months of fiscal
2004 and the year earlier period. Technical staffing revenue increased 8% to
$7.0 million in the current period from $6.5 million in the year earlier period.
This increase related primarily to the continuing strength of its scientific
business that places personnel with pharmaceutical, bio-tech, chemical, and
consumer products clients as well as the acquisition in fiscal 2003 of a
staffing firm that places marketing and creative personnel. Commercial staffing
revenue increased 5% to $5.1 million in 2004 from $4.9 million in 2003.
Industrial staffing revenue decreased 13% to $4.9 million in 2004 from $5.7
million in 2003. This decline was due to the uneven economic recovery which
negatively impacted demand for the Company's industrial personnel.
Cost of services were 79.5% of revenues in the 2004 first quarter
compared to 81.0% for the 2003 first quarter. 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. The improvement in cost of services as a percentage of
revenue related to more permanent placement fees and lower compensation costs in
the 2004 period compared to the prior year.
Selling, general and administrative expenses were $3.3 million in the
2004 period compared to $3.4 million for the 2003 period, representing 19.4% and
19.9% of revenues in the 2004 and 2003 periods, respectively. 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. The Company has reduced selling,
general and administrative expenses in the 2004 period through a decrease in
staff payroll and related expenses, some branch closures, and an overall
decrease in other costs related to the Company's branch offices across all
segments. The Company continues to monitor these expenses and expects that such
cost controls will further benefit future periods. Partially offsetting this
decrease in the 2004 period, the Company incurred fees of approximately $95,000
for services performed by the Special Committee and its advisors relating to the
going private proposal.
Interest expense increased $11,000 in the 2004 quarter reflecting
higher interest costs associated with the new three-year loan agreement. After
giving effect to nondeductible costs associated with the going private proposal,
partially offset by the utilization of certain tax credits, the effective tax
rate for 2004 was 57%; for 2003 the effective tax rate benefit was 39%. As a
result of the above, net income was $60,000 or $0.02 per basic and diluted share
8
in the fiscal 2004 period compared with net loss of $115,000 or $0.03 per basic
and diluted share for the fiscal 2003 period.
Liquidity and Capital Resources
Current assets at December 31, 2003 were $9,819,000 compared to current
assets of $9,937,000 at September 30, 2003 and current liabilities at December
31, 2003 were $6,065,000 compared to $6,374,000 as of September 30, 2003. The
slight decrease in current assets relates to a $80,000 reduction in gross
accounts receivable due to the continuing emphasis on credit and collections; a
$79,000 increase in prepaid insurance and an $80,000 decrease in prepaid expense
and other current assets. The decrease in current liabilities is the result of a
$329,000 increase in bank borrowings, a $106,000 increase in accounts payable
and accrued expenses principally related to normal accounts payable
fluctuations, offset by a $744,000 decrease in accrued payroll and related taxes
due to a lower payroll accrual in the last week of December due to holidays and
extra days payroll accrual at September 30, 2003.
Due to the nature of its business, the Company's capital expenditures
are relatively modest and amounted to $36,000 for the three months ended
December 31, 2003. Employees typically are paid on a weekly basis. Clients
generally are billed on a weekly basis. The Company has generally utilized bank
borrowings to meet its working capital needs. The Company has a three-year loan
agreement in the form of a line of credit of $7,500,000 that bears interest at
LIBOR plus two and three-quarter percent with a prime rate plus one-half percent
option. The Company used its bank line of credit to obtain a $1,000,000 letter
of credit in favor of its worker compensation insurance carrier as a part of its
insurance renewal in 2003. Borrowings are collateralized principally by accounts
receivable. In addition to the letter of credit, $3,479,000 was outstanding
under this line as of December 31, 2003. The Company believes that internally
generated funds and available borrowings will provide sufficient cash flow to
meet its requirements for at least the next 12 months.
The following is a table that presents the Company's contractual obligations and
commercial commitments as of December 31, 2003:
Payments Due by Fiscal Year
-------------------------------------------------
2006 and
Total 2004* 2005 Thereafter
---------- ---------- ---------- ----------
Loan payable to bank .......................... $3,479,000 $3,479,000 $ -- $ --
Capital lease obligations including interest .. 175,000 90,000 67,000 18,000
Operating leases .............................. 353,000 223,000 128,000 2,000
---------- ---------- ---------- ----------
Total contractual cash obligations ............ 4,007,000 3,792,000 195,000 20,000
========== ========== ========== ==========
*Represents contractual cash obligations for the nine months ended September 30,
2004.
Critical Accounting Policies
During December 2001, the Securities and Exchange Commission ("SEC")
published a Commission Statement in the form of Financial Reporting Release No.
60 which encouraged 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 the Company's significant
accounting policies are summarized in Note 2 to the consolidated financial
statements included in the Company's Form 10-K for the fiscal year ended
September 30, 2003, the Company believes the following accounting policies to be
critical:
9
Revenue Recognition - 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
graphic design/marketing) personnel, and industrial (skilled craft, industrial
plant and facility maintenance) labor. Substantially all revenue is billed on a
direct cost plus markup basis. In addition, the Company recognizes revenues
under fixed price contracts and permanent placement services. Revenues are
recorded when services are rendered.
Long-Lived Assets -The Company reviews amortizable long-lived assets
for impairment whenever events or changes in business circumstances occur that
indicate the carrying amount of the assets may not be recovered. The Company
assesses the recoverability of long-lived assets held and to be used based on
undiscounted cash flows. In accordance with Statement of Financial Accounting
Standards (SFAS) No. 142, goodwill is not amortized but is tested at the segment
level at least annually for impairment. If impairment is indicated, the
impairment is measured as the difference between the carrying value and the fair
value of the asset.
Stock Options - At December 31, 2003, the Company has two stock-based
employee compensation plans, which are described more fully in Note 5 to the
Company's consolidated financial statements in Form 10-K for the fiscal year
ended September 30, 2003.
The Company applies Accounting Principles Board Opinion No. 25 and
related interpretations in accounting for the Company's stock options.
Accordingly, compensation expense is recorded on the date of grant of an option
to an employee or member of the Board of Directors only if the fair market value
of the underlying stock at the time of grant exceeds the exercise price. No
options have been granted with an exercise price less than the fair market value
of the Company's common stock at the date of grant. Had the Company elected to
account for its stock options using SFAS No. 123, compensation expense would
have been recognized on options granted based on their fair value. Estimating
the fair value of stock options involves a number of judgments and variables
that are subject to significant change. A change in the fair value estimate
could have a significant effect on the amount of compensation expense disclosed.
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 and the
reported revenues and expenses during the reporting period. 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 $2,000 and $3,000 for the three months ended December 31, 2003 and
December 31, 2002, respectively. For the three months ended December 31, 2003
and December 31, 2002, the Company provided temporary office services to
Symphony Suites, a company owned by Nick M. Logothetis, a director and
significant shareholder. Billing rates are comparable to those used for other
customers; amounts charged during the reporting period for 2003 and 2002 were
$92,000 and $95,000, respectively; $71,000 and $85,000 was outstanding at
December 31, 2003 and September 30, 2003, respectively.
The Company rented a facility from E.N. Logothetis, Chairman and Chief
Executive Officer and a significant stockholder for approximately $4,000 for the
three months ended December 31, 2003 and December 31, 2002, respectively. The
Company's rental agreement with the stockholder is on a month-to-month basis.
10
The Company's Board of Directors has approved the transactions outlined above.
Any substantial change in the terms of any such transactions and any additional
transactions with affiliates of the Company will be submitted to the Board for
approval.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, the Company is exposed to
fluctuations in interest rates as it seeks debt financing to meet its working
capital needs. The Company does not employ specific strategies, such as the use
of derivative instruments or hedging, to manage its interest rate exposures. The
fair value of the loans payable to bank as of December 31, 2003 approximates its
carrying value. There has been no change with respect to the Company's interest
rate exposures or its approach toward those exposures since September 30, 2003.
The Company does not expect its interest rate exposures on its borrowings to
change significantly in the near term. A 100 basis point (1.0%) increase in
interest rates on the Company's loan payable to bank would have an immaterial
impact on the Company's financial position or results of operations.
The Company is also exposed to market risks with respect to the
unvested portion of its 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 the Company's consolidated balance sheet
at fair value with changes in their fair values recognized each period in the
Company's consolidated statement of operations. Therefore, the Company is
exposed to changes in interest rates and the volatility of the stock and bond
markets.
11
Item 4. - Controls and Procedures
An evaluation of the effectiveness of the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under
the Exchange Act) was carried out as of December 31, 2003 under the supervision
and with the participation of the Company's management, including the Chairman
of the Board and Chief Executive Officer and the Vice President and Chief
Financial Officer (the "Certifying Officers"). Based on that evaluation, the
Certifying Officers concluded that the Company's disclosure controls and
procedures are effective to bring to the attention of the Company's management,
on a timely basis, the relevant information necessary to permit an assessment of
the need to disclose material developments and risks pertaining to the Company's
business in its periodic filings with the Securities and Exchange Commission.
There were no changes to the Company's internal control over financial reporting
during the quarter ended December 31, 2003 that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
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 systems and the training and
retention of new staff, and government regulation.
12
JOULE INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 31.1 - Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) (Section 302 Certification), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 - Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) (Section 302 Certification), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
Principal Executive Officer
Exhibit 32.2 - Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
Principal Financial Officer
(b) Reports on Form 8-K
Form 8-K dated December 18, 2003 with respect to the issuance of the
press release for the fourth quarter and full year results ended
September 30, 2003 (Item 7).
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)
February 12, 2004 /s/ E.N. LOGOTHETIS
------------------------------------------
E. N. Logothetis, Chairman and Chief
Executive Officer
(Principal Executive Officer)
February 12, 2004 /s/ BERNARD G. CLARKIN
------------------------------------------
Bernard G. Clarkin, Vice President and
Chief Financial Officer
(Principal Financial Officer)
13
EXHIBIT INDEX
31.1 - Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
(Section 302 Certification), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
(Section 302 Certification), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Executive
Officer
32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Financial
Officer