-----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, A/f2bEfRKUdr5Ym1ER0ttYHWLXU75cDA6NmJ8Cz8i9g9/3N791Or9aXcECnTtXHS m6ORAyFgHGqfw/MVKUwoOA== 0001011438-02-000361.txt : 20020510 0001011438-02-000361.hdr.sgml : 20020510 ACCESSION NUMBER: 0001011438-02-000361 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020502 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020510 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: 02641295 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): May 2, 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) 540-0800 (Registrant's Telephone Number) Item 5. OTHER EVENTS. Reference is made to the press release issued on May 2, 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 May 2, 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. May 10, 2002 THE KEITH COMPANIES, INC. By: /S/ ERIC C. NIELSEN ------------------------------------- Eric C. Nielsen President and Chief Operating Officer EXHIBIT INDEX EXHIBIT 99.1 Press release announcing 2002 first quarter results dated May 2, 2002. EX-99 3 exhibit99-1.txt EXHIBIT 99.1 THE KEITH COMPANIES | TKC NEWS RELEASE FOR MAY 2, 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 FIRST QUARTER 2002 RESULTS WITH NET REVENUE REACHING RECORD LEVELS AT MORE THAN $21 MILLION COSTA MESA, CA (May 2, 2002) ... The Keith Companies, Inc. (Nasdaq: TKCI), an engineering and consulting services firm, today announced that net revenue for the first quarter ended March 31, 2002 reached record levels, increasing to $21.4 million, up 29 percent from last year's first quarter net revenue of $16.6 million. Net income for the first quarter of this year increased 5 percent to $1.44 million, or earnings per diluted share of $0.19 (based upon 7.8 million diluted weighted average shares outstanding), as compared to net income of $1.37 million, or earnings per diluted share of $0.24 (based upon 5.8 million diluted weighted average shares outstanding) for last year's first quarter. The 33 percent increase in diluted weighted average shares outstanding is predominately due to the Company's Secondary Offering in May 2001. Chairman and CEO Aram Keith commented, "The record first quarter revenue results are the direct result of successfully implementing our acquisition strategy of expanding our resources and geographic reach, while striving to achieve a better mix of business from each of the main industries we serve. Our overall results were positive, but mixed performance within some of our operating groups led to a slight decrease in organic net revenue for first quarter 2002 vs. first quarter 2001. We continue to monitor our SG&A costs and have made prudent cuts recently to help improve operating margins and better position the Company for the current economic environment. It is important to note that we have continued to maintain our operating profit margin at levels well above other companies in the Engineering Services Standard Industrial Classification (SIC) code. "During the first quarter," Keith added, "we experienced strong cash flow by generating $4.4 million from operations and we acquired Michigan based ALNM Group Inc. With forecasted annual net revenue approaching $100 million for 2002 and a strong balance sheet, we are well positioned to take the Company to its next level of growth." The acquisition of ALNM gives The Keith Companies a solid presence in the upper Midwest region, strengthens its resources in the public works and infrastructure industries and provides the Company with a springboard from which to continue to pursue its plan of growth and diversification into the Midwest. "It is difficult to predict with certainty the number and timing of any future acquisitions," Keith said, "but we feel that our strong balance sheet and in-place resources for due diligence and integration position us to continue our strategy of acquiring companies that fit our target company profile." The Company's March 31, 2002 balance sheet remains strong with cash and securities of $20.4 million, a current ratio of 3.1:1, a debt to equity ratio of 0.03:1 and shareholders' equity of $55.2 million. Gross profit in the 2002 first quarter increased to $7.0 million, up from $5.7 million in last year's first quarter due to acquisitions. The Company's SG&A expense increased to $4.7 million in the first quarter of this year, from $3.3 million in last year's first quarter, due primarily to the added SG&A expense from its acquired companies and costs associated with expanding the Company's business. NET REVENUE CONTRIBUTIONS FROM ACQUISITIONS Acquired companies contributed $5.2 million in net revenue for the first quarter of 2002 as compared to the first quarter of 2001. This $5.2 million includes one month of revenue contributed by Hook & Associates Engineering, Inc. (acquired January 2001), one month of revenue contributed by ALNM Group, Inc. (acquired March 2002), and a three-month revenue contribution from both Pacific Engineering Corporation (acquired September 2001) and Universal Energy, Inc. (acquired November 2001). FINANCIAL GUIDANCE The Keith Companies' financial guidance for 2002 remains unchanged from the guidance previously provided. The Company estimates net revenue for 2002 to range from $92.0 million to $99.5 million with estimated diluted earnings per share ranging from $0.87 to $1.00 ($0.21 to $0.25 for the second quarter, $0.25 to $0.29 for the third quarter and $0.22 to $0.26 for the fourth quarter) based upon an estimated 8.0 million weighted average number of diluted shares outstanding for the year. Page 2 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 May 2, 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 and Midwestern United States. The Keith Companies' 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 MARCH 31, ------------------------------ 2002 2001 ------------- ------------- (UNAUDITED) Gross revenue $ 25,904,000 $ 18,702,000 Subcontractor costs 4,509,000 2,080,000 ------------- ------------- Net revenue 21,395,000 16,622,000 Costs of revenue 14,421,000 10,897,000 ------------- ------------- Gross profit 6,974,000 5,725,000 Selling, general and administrative expenses 4,679,000 3,284,000 ------------- ------------- Income from operations 2,295,000 2,441,000 Interest income 124,000 -- Interest expense 36,000 142,000 Other expenses, net 24,000 9,000 ------------- ------------- Income before provision for income taxes 2,359,000 2,290,000 Provision for income taxes 920,000 916,000 ------------- ------------- Net income $ 1,439,000 $ 1,374,000 ============= ============= Earnings per share data: Basic $ 0.20 $ 0.26 ============= ============= Diluted $ 0.19 $ 0.24 ============= ============= Weighted average number of shares outstanding: Basic 7,310,790 5,243,887 ============= ============= Diluted 7,755,839 5,839,877 ============= =============
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THE KEITH COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 31, DECEMBER 31, 2002 2001 -------------- ------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 12,172,000 $ 12,212,000 Securities held-to-maturity 8,232,000 11,521,000 Contracts and trade receivables, net 18,073,000 18,618,000 Costs and estimated earnings in excess of billings 10,502,000 8,270,000 Prepaid expenses and other current assets 1,788,000 1,458,000 ------------- ------------- Total current assets 50,767,000 52,079,000 Equipment and leasehold improvements, net 5,202,000 4,921,000 Goodwill, net 22,662,000 14,252,000 Other assets 331,000 240,000 ------------- ------------- Total assets $ 78,962,000 $ 71,492,000 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligations $ 363,000 $ 459,000 Trade accounts payable 3,081,000 2,376,000 Accrued employee compensation 4,024,000 3,091,000 Current portion of deferred tax liabilities 3,739,000 2,028,000 Other accrued liabilities 2,810,000 2,961,000 Billings in excess of costs and estimated earnings 2,207,000 2,383,000 ------------- ------------- Total current liabilities 16,224,000 13,298,000 Long-term debt and capital lease obligations, less current portion 1,412,000 1,453,000 Issuable common stock 4,812,000 1,512,000 Deferred tax liabilities 1,092,000 1,271,000 Accrued rent 238,000 225,000 ------------- ------------- Total liabilities 23,778,000 17,759,000 ------------- ------------- Shareholders' equity: Preferred stock -- -- Common stock 7,000 7,000 Additional paid-in-capital 42,108,000 42,096,000 Retained earnings 13,069,000 11,630,000 ------------- ------------- Total shareholders' equity 55,184,000 53,733,000 ------------- ------------- Total liabilities and shareholders' equity $ 78,962,000 $ 71,492,000 ============= =============
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