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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended September 30, 1998
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. [ ]
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 2, 1998, was approximately $ 2,730,000.
As of December 2, 1998, there were 3,670,000 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, 1998 filed with the Securities and Exchange Commission
(The "Commission") pursuant to Rule 14a-3 under the Securities Exchange Act of
1934 (the "1998 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 1999 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.
The Company derived 70%, 71% and 68% of its revenue from services provided to
customers in New Jersey in 1998, 1997 and 1996, respectively.
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, over 90% of revenue is billed
based on direct cost plus a mark-up to cover the Company's overhead and profit.
During the fiscal year ended September 30, 1998, the Company furnished
approximately 9,000 employees to more than 1,200 clients. At September 30, 1998,
approximately 2,000 employees were on assignment to approximately 400 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 (skilled 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
ten offices in New Jersey and one in 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 1998, the number of office and light
industrial workers on assignment per week averaged 1,100, and such services
contributed approximately 37%, 38% and 31% of revenues in 1998, 1997 and 1996,
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
2
assignment of these personnel are conducted from Edison, New Jersey. 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 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 personnel with similar backgrounds and experience and have a greater
opportunity for overtime compensation. During 1998, the number of technical
workers on assignment per week averaged over 300, and such services contributed
approximately 30%, 27% and 24% of revenues in 1998, 1997 and 1996, 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. 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 reassembly 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
1998, the average number of such skilled industrial service personnel on
assignment per week to clients was approximately 300. Historically, a
substantial percentage of industrial services contracts are renewed. Skilled
industrial services contributed approximately 33%, 35% and 45% of revenues in
fiscal 1998, 1997 and 1996, 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
A significant portion of the Company's business represents repeat orders.
For fiscal 1998 over 70% of the Company's revenues were derived from assignments
to clients with which the Company 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 1998, 1997 or 1996.
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. Its primary geographic market is New Jersey and, to a
lesser extent, the nearby states.
4
Employees
At September 30, 1998, the Company employed approximately 130 full and
part-time permanent employees in its headquarters and branch offices other than
those on assignment to clients and had approximately 2,000 persons on assignment
to approximately 400 clients. The Company is a party to collective bargaining
agreements covering approximately 200 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 and also owns a building adjacent to
its corporate headquarters which serves as operational headquarters for some of
the Company's divisions and is linked to other offices by computer network and
communications equipment. Three facilities are leased from Emanuel N.
Logothetis, the Chairman of the Board of the Company, at an aggregate annual
rent of approximately $50,000, plus applicable real estate taxes, under terms
and conditions that, in the opinion of management, are not less favorable than
would have been available from unaffiliated parties. The Company entered into a
three year lease with the purchaser of property formerly owned by an affiliate,
in 1997. Annual rentals under this lease approximate $133,000. The Company
subleases most of this space to the affiliate which reimburses the Company
approximately $118,000 annually. Eleven additional facilities, comprising
approximately 35,000 square feet of space, are leased from unaffiliated parties
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. In October 1998, the Company decided to settle a lawsuit. While the
Company felt that the case was without merit, it settled to contain legal
expenses, which began to escalate during the fourth quarter; legal settlement
and related costs provided for and incurred amounted to $285,000 in the fourth
quarter and $323,000 for all of fiscal 1998.
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 2, 1998 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 68, 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.
John G. Wellman, Jr., age 50, 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 49, 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 45, 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 44, 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.
Anthony Trotter, age 41, was elected a Vice President on February 4, 1998.
He was appointed Vice President in August, 1997 when he joined the Company.
Prior to that he was employed as Vice President of Staff Management Services
from October, 1995 through July, 1997. He was Vice President of Best Temporaries
from December, 1994 through September, 1995. Prior to that he was an Area
Manager for Novell Services, Inc. from March, 1992 through August, 1994.
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 page 12 of the 1998
Annual Report.
6
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to the
"Selected Financial Information", included on the inside cover of the 1998
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 1998 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 11 of the 1998 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
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
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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 1998 Annual Report.
Report of Independent Public Accountants with respect to the financial
statements for the fiscal years, 1998, 1997 and 1996, respectively.
Consolidated Balance Sheets as of September 30, 1998 and 1997,
respectively.
Consolidated Statements of Income for the Years Ended September 30,
1998, 1997 and 1996, respectively.
8
Consolidated Statements of Changes in Stockholders Equity for the
Years Ended September 30, 1998, 1997 and 1996, respectively.
Consolidated Statements of Changes in Cash Flows for the Years Ended
September 30, 1998, 1997 and 1996, 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.
The Company hereby agrees to furnish to the Commission upon its
request any instrument defining the rights of holders of
long-term debt of the Company and its consolidated subsidiaries
and for any of its unconsolidated subsidiaries for which
financial statements are required to be filed with respect to
long-term debt which does not exceed 10 percent of the total
assets of the registrant and its subsidiaries on a consolidated
basis.
10.1 -- Lease Agreement, dated April 1, 1986, between Registrant and
Emanuel N. Logothetis for premises at 362 Parsippany Road,
Parsippany, New Jersey, filed as Exhibit 10.5 to the Form S-1 and
incorporated herein by reference.
10
10.2 -- Lease Agreement, dated January 1, 1987, between Registrant and
E.N. Logothetis for Unit G, Mercerville Professional Park
Condominiums, 2333 Whitehorse - Mercerville Road, Hamilton
Township, New Jersey, filed as Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the year ended September 25, 1987
and incorporated herein by reference.
10.3*-- 1988 Non-qualified Stock Option Plan, filed as Exhibit 10.13 to
the Company's Annual Report on Form 10-K for the year ended
September 30, 1991 and incorporated herein by reference.
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.
13 -- Annual Report to Stockholders for the year ended September 30,
1998.
21 -- List of Subsidiaries.
23 -- Consent of Independent Public Accountants
27 -- Financial Data Schedule (in EDGAR filing only)
- ----------
* 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, 1998 Emanuel N. Logothetis
-----------------------------------
Emanuel N. Logothetis,
Chairman of the Board and President
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, 1998.
Emanuel N. Logothetis Bernard G. Clarkin
- ------------------------------------ -----------------------------------
Emanuel N. Logothetis Bernard G. Clarkin
Chairman of the Board, President and Vice President and Chief Financial
Director (Principal Executive Officer (Principal Financial
Officer) Officer and Accounting Officer)
Nick M. Logothetis
- ------------------------------------ -----------------------------------
Nick M. Logothetis - Director Steven Logothetis - Director
Richard Barnitt Paul De Bacco
- ------------------------------------ -----------------------------------
Richard Barnitt - Director Paul DeBacco - Director
- ------------------------------------
Robert W. Howard - Director
12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Joule Inc.:
We have audited in accordance with generally accepted auditing standards, 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 19, 1998. 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 presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in the
audit 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 19, 1998
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, 1996 $140,000 $109,000 -- $ 32,000 $217,000
September 30, 1997 $217,000 $ 87,000 -- $104,000 $200,000
September 30, 1998 $200,000 $ 93,000 -- $ 26,000 $267,000
F-2
SCHEDULE IX
-----------
JOULE INC AND SUBSIDIARIES
SHORT-TERM BORROWINGS
WEIGHTED MAXIMUM AVERAGE WEIGHTED
CATEGORY OF AVERAGE AMOUNT OF AMOUNT AVERAGE
AGGREGATE INTEREST RATE BORROWINGS OUTSTANDING INTEREST RATE
SHORT-TERM BALANCE AT AT END OF DURING THE DURING THE DURING THE
BORROWINGS END OF YEAR YEAR YEAR YEAR* YEAR*
----------- ----------- ------------- ---------- ----------- -------------
YEARS ENDED
SEPTEMBER 30, 1996 BANKS $2,343,000 7.70% $4,305,000 $3,027,000 8.75%
SEPTEMBER 30, 1997 BANKS $1,295,000 7.75% $2,743,000 $2,070,000 7.83%
SEPTEMBER 30, 1998 BANKS $3,100,000 7.16% $3,271,000 $2,538,000 7.80%
* 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 INDEX
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----
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 AForm 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 an 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 18
31, 1998, between registrant and Summit bank.
Page
----
The Company hereby agrees to furnish to the Commission
upon its request any instrument defining the rights of
holders of long-term debt of the Company and its
consolidated subsidiaries and for any of its
unconsolidated subsidiaries for which financial
statements are required to be filed with respect to
long-term debt which does not exceed 10 percent of the
total assets of the registrant and its subsidiaries on
a consolidated basis.
10.1 Lease Agreement, dated April 1, 1986, between *
Registrant and Emanuel N. Logothetis for premises at
362 Parsippany Road, Parsippany, New Jersey, filed as
Exhibit 10.5 to the Form S-1 and incorporated herein by
reference.
10.2 Lease Agreement, dated January 1, 1987, between *
Registrant and E.N. Logothetis for Unit G, Mercerville
Professional Park Condominiums, 2333 Whitehorse -
Mercerville Road, Hamilton Township, New Jersey, filed
as Exhibit 10.12 to the Company's Annual Report on Form
10-K for the year ended September 25, 1987 and
incorporated herein by reference.
10.3** 1988 Non-qualified Stock Option Plan, filed as Exhibit *
10.13 to the Company's Annual Report on Form 10-K for
the year ended September 30, 1991 and incorporated
herein by reference.
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.
13 Annual Report to Stockholders for the year ended 35
September 30, 1998.
21 List of Subsidiaries 52
23 Consent of Independent Public Accountants 54
27 Financial Data Schedule (in EDGAR Filing only)
* Incorporated by Reference
** Compensatory Plan
Page