-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JEs/papOwES+u6EEQJudQN/J5i4K6RQOt0KVF38BH35mxvUXaHgi02ZEizMWFEF/ 11aq2NskJfIOcg+uUeiyeQ== 0001011438-02-000164.txt : 20020414 0001011438-02-000164.hdr.sgml : 20020414 ACCESSION NUMBER: 0001011438-02-000164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEITH COMPANIES INC CENTRAL INDEX KEY: 0001080922 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 330203193 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26561 FILM NUMBER: 02555565 BUSINESS ADDRESS: STREET 1: 2955 RED HILL AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145400800 MAIL ADDRESS: STREET 1: 2955 RED HILL AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 8-K 1 form8-k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2002 THE KEITH COMPANIES, INC. (Exact Name of Registrant as Specified in Charter) California 000-26561 33-0203193 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2955 Red Hill Avenue Costa Mesa, California 92626 (Address of Principal Executive Offices) (714) 668-7001 (Registrant's Telephone Number) Item 5. OTHER EVENTS. Reference is made to the press release issued on February 14, 2002, which is incorporated herein by this reference. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit 99.1 Press Release dated February 14, 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. February 21, 2001 THE KEITH COMPANIES, INC. By: /S/ GARY C. CAMPANARO ------------------------------------- Gary C. Campanaro Chief Financial Officer and Secretary EXHIBIT INDEX EXHIBIT 99.1 Press release announcing 2001 year end results dated February 14, 2002. EX-99 3 exhibit99-1.txt PRESS RELEASE EXHIBIT 99.1 THE KEITH COMPANIES | TKC NEWS RELEASE FOR RELEASE FEBRUARY 14, 2002 AT 7:30 AM EST CONTACT INFORMATION: THE KEITH COMPANIES, INC. ALLEN & CARON, INC. 2955 Red Hill Ave. Lynn Montoya (Investors), or Costa Mesa, CA 92626 Lynn@allencaron.com (714) 668-7001 Matt Clawson (714) 668-7026 Fax Matt@allencaron.com WWW.KEITHCO.COM (949) 474-4300 Contact: Aram Keith, CEO & Chairman of the Board THE KEITH COMPANIES REPORTS RECORD 2001 YEAR END RESULTS WITH NET REVENUE AND NET INCOME REACHING AN ALL-TIME HIGH o 30% INCREASE IN NET REVENUE FOR THE YEAR ENDED DECEMBER 31, 2001 o 20% INCREASE IN NET REVENUE FOR THE QUARTER ENDED DECEMBER 31, 2001 COSTA MESA, CA (February 14, 2002) - The Keith Companies, Inc. (Nasdaq: TKCI), an engineering and consulting services firm, today announced that net revenue for the fourth quarter and year ended December 31, 2001 increased 20 percent and 30 percent, respectively, increasing year end net revenue and net income to record levels. This annual growth was primarily driven by service expansion and cross selling, combined with the addition of key strategic acquisitions, which further expanded the Company's geographical reach into five new states. For the year ended December 31, 2001, net revenue rose to $69.5 million with net income up 24 percent to a record $5.8 million, and earnings per diluted share of $0.82 (based upon 7.1 million diluted weighted average shares outstanding). This compares to net revenue in 2000 of $53.4 million with net income of $4.7 million, and earnings per diluted share of $0.89 (based upon 5.3 million diluted weighted average shares outstanding). Net revenue for the fourth quarter of 2001 was $17.6 million with net income of $1.2 million, and earnings per diluted share of $0.16 (based upon 7.7 million diluted weighted average shares outstanding), compared to net revenue in the prior year's fourth quarter of $14.6 million with net income of $1.4 million, and earnings per diluted share of $0.25 (based upon 5.5 million diluted weighted average shares outstanding). Chairman and CEO Aram Keith commented, "We made solid progress across all fronts in 2001 and successfully met the business challenges created by a national crisis and economic uncertainty. The year saw The Keith Companies emerge from being a relatively small, but profitable company with operations primarily in southern California to a company with a far broader domestic profile and a truly international reach. We are now operating out of 15 locations in 8 states and are providing services to projects in Mexico and Brazil, as well. Today, we are firmly rooted across multiple engineering disciplines and have diversified the Company for future profitable growth across a range of sectors. We continue to keep our business model simple while adhering to the high levels of quality on which our reputation was built." "The beginning of 2002," continued Keith, "has shown evidence that many of the projects delayed during the fourth quarter are kicking off and that new demand for services is returning to the higher levels seen prior to September 11." The Company's December 31, 2001 balance sheet remains strong with a current ratio of 3.92 to 1.00, and a debt to equity ratio of 0.04 to 1.00. The Company's December 31, 2001 book value per share was $7.35, while cash and securities per share was $3.25. NET REVENUE CONTRIBUTIONS FROM ACQUISITIONS The acquisitions of Crosby Mead Benton & Associates ("CMB"), which closed in the fourth quarter of 2000, and Hook & Associates Engineering, Inc. ("Hook"), Pacific Engineering Corporation ("PEC"), and Universal Energy, Inc. ("UEI"), all of which closed in 2001, contributed $12.8 million to net revenue during 2001 (excludes CMB results for the fourth quarter of 2001). In the fourth quarter of 2001, the acquisitions of Hook, PEC, and UEI, contributed $3.2 million to net revenue. CONFERENCE CALL TO BE BROADCAST LIVE OVER THE INTERNET The Company will be hosting an earnings conference call, which will be broadcast live over the Internet at 8:30 a.m. Pacific Time on February 14, 2002 and can be accessed by all interested parties at WWW.VIAVID.COM. To listen to the live call, please go to the Web site at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those unable to participate during the live broadcast, a replay will be available shortly after the call for approximately seven days. ABOUT THE KEITH COMPANIES The Keith Companies, Inc. is a fully integrated, multi-disciplined engineering and consulting services company, with offices located throughout the western United States. The Keith Companies' Page 2 professionals provide a wide spectrum of skilled resources including land planning, engineering, surveying, mapping, environmental, and water and cultural resources, that are needed to effectively plan, engineer, and design state-of-the-art facilities. Additionally, the Company provides mechanical, electrical, chemical, power/energy engineering, and other industrial engineering services to design and improve the efficiency and reliability of automated and manufacturing processes, production lines, and fire protection systems. The Keith Companies benefits from a diverse public and private client base varying from residential and commercial real estate projects to institutional, manufacturing, and processing facilities. For more information visit the Company's website at WWW.KEITHCO.COM. CERTAIN STATEMENTS IN THIS NEWS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS THAT EXPRESS OUR EXPECTATION, PREDICTION, BELIEF, OR PROJECTION. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE, AND ACHIEVEMENT OF THE KEITH COMPANIES TO BE MATERIALLY AND ADVERSELY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENT EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS RELEASE AND THAT MAY AFFECT THE COMPANY'S PROSPECTS IN GENERAL INCLUDE, BUT ARE NOT LIMITED TO: CHANGES IN THE RATE OF ECONOMIC GROWTH IN THE UNITED STATES AND OTHER MAJOR INTERNATIONAL ECONOMIES, OUR ABILITY TO SUSTAIN OUR GROWTH AND PROFITABILITY, OUR ABILITY TO IMPLEMENT OUR ACQUISITION STRATEGY AND TO SUCCESSFULLY CLOSE AND INTEGRATE ACQUIRED COMPANIES ON A TIMELY AND COST-EFFECTIVE BASIS, OUTCOMES OF PENDING AND FUTURE LITIGATION, THE ONGOING FINANCING OF PUBLIC WORKS AND INFRASTRUCTURE ENHANCEMENTS AND REFURBISHMENT, OUR ABILITY TO ATTRACT AND RETAIN EMPLOYEES, THE DEMAND FOR ELECTRICITY AND THE IMPACT ON POWER PROVIDERS' PLANS FOR EXPANDING GENERATION FACILITIES, INCREASING COMPETITION BY FOREIGN AND DOMESTIC COMPANIES, A DOWNTURN IN THE REAL ESTATE MARKET, OUR FAILURE TO ACCURATELY ESTIMATE COSTS ON FIXED-PRICE CONTRACTS OR CONTRACTS WITH NOT-TO-EXCEED PROVISIONS, THE UNCERTAIN TIMING OF AWARDS AND CONTRACTS, THE ABILITY TO MAINTAIN ACQUIRED COMPANIES' PROFIT MARGINS AND/OR CLIENT BASE, THE SHORT- AND LONG-TERM IMPACT OF TERRORIST ACTIVITIES AND RESULTING POLITICAL AND MILITARY POLICIES, AND OTHER FACTORS AS ARE DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. TABLES FOLLOW Page 3
THE KEITH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Years Ended December 31, December 31, ---------------------------- ---------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ (Unaudited) Gross revenue $20,440,000 $16,620,000 $77,066,000 $57,835,000 Subcontractor costs 2,797,000 1,977,000 7,611,000 4,454,000 ------------ ------------ ------------ ------------ Net revenue 17,643,000 14,643,000 69,455,000 53,381,000 Costs of revenue 11,953,000 9,225,000 45,438,000 34,362,000 ------------ ------------ ------------ ------------ Gross profit 5,690,000 5,418,000 24,017,000 19,019,000 Selling, general and administrative expenses 4,017,000 2,942,000 14,690,000 10,834,000 ------------ ------------ ------------ ------------ Income from operations 1,673,000 2,476,000 9,327,000 8,185,000 Interest income (174,000) (4,000) (552,000) (31,000) Interest expense 33,000 81,000 270,000 341,000 Other expenses (income), net 9,000 8,000 53,000 (44,000) ------------ ------------ ------------ ------------ Income before provision for income taxes 1,805,000 2,391,000 9,556,000 7,919,000 Provision for income taxes 607,000 988,000 3,707,000 3,199,000 ------------ ------------ ------------ ------------ Net income $1,198,000 $1,403,000 $5,849,000 $4,720,000 ============ ============ ============ ============ Earnings per share data: Basic $0.16 $0.28 $0.89 $0.95 ============ ============ ============ ============ Diluted $0.16 $0.25 $0.82 $0.89 ============ ============ ============ ============ Weighted average number of shares outstanding: Basic 7,303,836 5,063,510 6,604,367 4,983,692 ============ ============ ============ ============ Diluted 7,683,367 5,513,466 7,092,505 5,299,679 ============ ============ ============ ============
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THE KEITH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, December 31, 2001 2000 ---------------- --------------- ASSETS Current assets: Cash and cash equivalents $12,212,000 $ 1,043,000 Securities held-to-maturity 11,521,000 -- Contracts and trade receivables, net 18,618,000 12,089,000 Costs and estimated earnings in excess of billings 8,270,000 6,334,000 Prepaid expenses and other current assets 1,458,000 766,000 ---------------- --------------- Total current assets 52,079,000 20,232,000 Equipment and leasehold improvements, net 4,921,000 4,713,000 Goodwill, net 14,252,000 8,128,000 Other assets 240,000 239,000 ---------------- --------------- Total assets $71,492,000 $33,312,000 ================ =============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Line of credit $ -- $ 2,025,000 Current portion of long-term debt and capital lease obligations 459,000 3,359,000 Trade accounts payable 2,376,000 1,689,000 Accrued employee compensation 3,091,000 2,467,000 Current portion of deferred tax liabilities 2,028,000 1,541,000 Other accrued liabilities 2,961,000 807,000 Billings in excess of costs and estimated earnings 2,383,000 1,001,000 ---------------- --------------- Total current liabilities 13,298,000 12,889,000 Long-term debt and capital lease obligations, less current portion 1,453,000 361,000 Issuable common stock 1,512,000 1,000,000 Deferred tax liabilities 1,271,000 719,000 Accrued rent 225,000 104,000 ---------------- --------------- Total liabilities 17,759,000 15,073,000 ---------------- --------------- Shareholders' equity: Preferred stock -- -- Common stock 7,000 5,000 Additional paid-in-capital 42,096,000 12,453,000 Retained earnings 11,630,000 5,781,000 ---------------- ----------------- Total shareholders' equity 53,733,000 18,239,000 ---------------- ----------------- Total liabilities and shareholders' equity $71,492,000 $33,312,000 ================ =================
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