-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O/gPPlMgnzxw0HQSkyJnnKjW96H0iEFL5EF43AW6EBtDfCV1mafeMuy8xmlmaNwh 40BdMXUgzfvjaTNZy+bIcQ== 0000898430-94-000353.txt : 19940518 0000898430-94-000353.hdr.sgml : 19940518 ACCESSION NUMBER: 0000898430-94-000353 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOBS ENGINEERING GROUP INC /DE/ CENTRAL INDEX KEY: 0000052988 STANDARD INDUSTRIAL CLASSIFICATION: 1600 IRS NUMBER: 954081636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07463 FILM NUMBER: 94527919 BUSINESS ADDRESS: STREET 1: 251 S LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101-3063 BUSINESS PHONE: 8184492171 10-Q/A 1 FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report on FORM 10-Q (Mark one) (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1994 -------------- ( ) 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 1-7463 JACOBS ENGINEERING GROUP INC. - - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 95-4081636 - - -------------------------------------------------------------------------------- (State of incorporation) (I.R.S. employer identification number) 251 South Lake Avenue, Pasadena, California 91101 - - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (818) 449-2171 - - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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: (X) YES - ( ) NO Number of shares of common stock outstanding at May 11, 1994: 24,974,349 Page 1 JACOBS ENGINEERING GROUP INC. INDEX TO FORM 10-Q
Page No. - - ------------------------------------------------------------------------ Part I - Financial Information Item 1. Financial Statements: Consolidated Condensed Balance Sheets as of March 31, 1994 and September 30, 1993 3 Consolidated Condensed Statements of Income for the Three Months and Six Months Ended March 31, 1994 and 1993 4 Consolidated Condensed Statements of Cash Flows for the Six Months Ended March 31, 1994 and 1993 5 Notes to Consolidated Condensed Financial Statements 6 - 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 10 Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 12
Page 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS AT MARCH 31, 1994 AND SEPTEMBER 30, 1993 (UNAUDITED)
1994 1993 - - ----------------------------------------------------------------------------- ASSETS Current Assets: Cash and cash equivalents $ 21,127,200 $ 20,515,000 Marketable securities 3,058,500 20,061,900 Receivables 201,850,200 201,438,800 Deferred income taxes 20,932,900 19,391,900 Prepaid expenses and other 3,589,600 3,541,200 --------------------------------------------------------------------------- Total current assets 250,558,400 264,948,800 ---------------------------------------------------------------------------- Property, Equipment and Improvements, Net 54,392,000 43,516,400 Other Assets, Net 50,481,800 42,554,900 - - ----------------------------------------------------------------------------- $355,432,200 $351,020,100 ============================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable to banks $ 9,436,600 $ 6,206,800 Accounts payable 25,464,400 42,918,500 Accrued liabilities 84,215,300 81,908,000 Customers' advances in excess of related revenues 22,129,700 22,364,700 Income taxes payable 9,785,700 10,862,400 --------------------------------------------------------------------------- Total current liabilities 151,031,700 164,260,400 ---------------------------------------------------------------------------- Deferred Gains on Real Estate Transactions 3,148,000 3,631,100 ---------------------------------------------------------------------------- Other Deferred Liabilities 9,488,600 9,332,000 ---------------------------------------------------------------------------- Commitments and Contingencies ---------------------------------------------------------------------------- Stockholders' Equity: Capital stock: Preferred stock, $1 par value, authorized - 1,000,000 shares, issued and outstanding - none - - Common stock, $1 par value, authorized - 60,000,000 shares, issued and outstanding - 24,965,816 and 24,757,318 shares, respectively 24,965,800 24,757,300 Additional paid-in capital 34,543,700 30,436,000 Retained earnings 132,256,000 118,555,400 Cumulative foreign currency translation adjustment (1,600) 47,900 --------------------------------------------------------------------------- Total stockholders' equity 191,763,900 173,796,600 - - ----------------------------------------------------------------------------- $355,432,200 $351,020,100 =============================================================================
See the accompanying notes. Page 3 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
For the Three Months For the Six Months Ended March 31, Ended March 31, ---------------------------- ---------------------------- 1994 1993 1994 1993 - - ------------------------------------------------------------------------------------------------------ Revenues $272,646,100 $286,296,600 $533,256,000 $584,908,600 - - ------------------------------------------------------------------------------------------------------ Costs and Expenses: Direct costs of contracts 238,162,700 248,668,500 464,587,500 513,248,700 Selling, general and administrative expenses 22,534,800 26,486,300 45,042,500 49,599,100 Interest income, net (25,200) (331,600) (215,900) (690,000) Other income, net (197,600) (873,000) (668,500) (1,547,700) ---------------------------------------------------------------------------------------------------- 260,474,700 273,950,200 508,745,600 560,610,100 - - ------------------------------------------------------------------------------------------------------ Income before taxes 12,171,400 12,346,400 24,510,400 24,298,500 - - ------------------------------------------------------------------------------------------------------ Provision for Income Taxes 4,871,400 5,124,400 9,930,400 10,159,500 - - ------------------------------------------------------------------------------------------------------ Net Income $ 7,300,000 $ 7,222,000 $ 14,580,000 $ 14,139,000 ====================================================================================================== Net Income Per Share $.29 $.29 $.58 $.57 ======================================================================================================
See the accompanying notes. Page 4 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31, 1994 AND 1993 (UNAUDITED)
1994 1993 - - ----------------------------------------------------------------------------- Cash Flows from Operating Activities: Net income $ 14,580,000 $ 14,139,000 Adjustments to reconcile net income to net cash flows from operations: Depreciation and amortization 4,907,100 3,652,600 Amortization of deferred gains (483,000) (483,000) Gains on disposals of property, equipment and other assets (1,057,900) (1,764,100) Change in assets and liabilities: Receivables (460,200) 4,393,500 Prepaid expenses and other (54,400) (760,400) Accounts payable (17,434,700) (14,136,900) Accrued liabilities 1,696,200 573,600 Customers' advances (229,600) 2,312,800 Income taxes payable (1,071,100) 960,100 Deferred income taxes (1,541,000) (1,716,400) Other - (94,600) ---------------------------------------------------------------------------- Net cash provided (used) (1,148,600) 7,076,200 ---------------------------------------------------------------------------- Cash Flows from Investing Activities: Additions to property and equipment (15,827,900) (3,370,400) Disposals of property and equipment 255,100 - Increase in notes receivable and other assets, net (3,027,200) (10,600) Decrease (increase) in marketable securities, net 17,559,800 (4,390,600) Decrease (increase) in investments, net (4,692,800) 2,102,800 Cash used to acquire a business, net - (5,670,000) ---------------------------------------------------------------------------- Net cash used (5,733,000) (11,338,800) ---------------------------------------------------------------------------- Cash Flows from Financing Activities: Exercise of stock options 4,094,900 3,789,400 Bank borrowings, net of repayments 3,437,100 2,502,100 ---------------------------------------------------------------------------- Net cash provided 7,532,000 6,291,500 ---------------------------------------------------------------------------- Effect of Exchange Rate Changes (38,200) (415,800) - - ------------------------------------------------------------------------------ Increase in Cash and Cash Equivalents 612,200 1,613,100 Cash and Cash Equivalents at the Beginning of the Period 20,515,000 23,911,300 - - ------------------------------------------------------------------------------ Cash and Cash Equivalents at the End of the Period $ 21,127,200 $ 25,524,400 ==============================================================================
See the accompanying notes. Page 5 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS MARCH 31, 1994 1. The accompanying consolidated condensed financial statements and financial information included herein have been prepared by the Company, without audit, pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, readers of this report should refer to the consolidated financial statements and the notes thereto incorporated into the Company's latest Annual Report on Form 10-K. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements present fairly its consolidated financial position at March 31, 1994 and September 30, 1993, its consolidated results of operations for the three months and six months ended March 31, 1994 and 1993, and its consolidated cash flows for the six months ended March 31, 1994 and 1993. The Company's interim results of operations are not necessarily indicative of the results to be expected for the full year. 2. Included in receivables at March 31, 1994 and September 30, 1993 were unbilled amounts totaling $56,136,000 and $38,445,500, respectively. 3. Property, equipment and improvements are carried at cost and consisted of the following at March 31, 1994 and September 30, 1993:
March 31, September 30, 1994 1993 - - ----------------------------------------------------------------------- Land $ 6,184,600 $ 5,484,600 Buildings 25,105,100 15,520,000 Equipment 63,690,300 60,861,400 Leasehold improvements 11,796,300 11,462,300 ------------------------------------------------------------------- 106,776,300 93,328,300 Less - accumulated depreciation and amortization 52,384,300 49,811,900 ------------------------------------------------------------------- $ 54,392,000 $43,516,400 =======================================================================
4. Other assets consisted of the following at March 31, 1994 and September 30, 1993:
March 31, September 30, 1994 1993 - - ---------------------------------------------------------------------- Goodwill $17,846,500 $17,266,700 Prepaid pension costs 10,753,600 10,864,000 Cash surrender value of life insurance policies 11,296,700 8,846,000 Investments 8,498,400 3,304,100 Miscellaneous 4,640,700 4,609,900 ------------------------------------------------------------------ 53,035,900 44,890,700 Less - accumulated amortization of goodwill 2,554,100 2,335,800 ------------------------------------------------------------------ $50,481,800 $42,554,900 ======================================================================
Page 6 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS MARCH 31, 1994 5. During the six months ended March, 31, 1994 and 1993, Jacobs made cash payments of approximately $519,000 and $195,000 respectively, for interest and approximately $11,521,000 and $9,481,000, respectively, for income taxes. 6. Net income per share for the three and six months ended March 31, 1994 and 1993 has been computed based upon the weighted average number of shares of common stock and, if dilutive, common stock equivalents outstanding as follows:
Three Months Ended Six Months Ended March 31, March 31, ----------------------- ----------------------- 1994 1993 1994 1993 ---------- ---------- ---------- ---------- Average number of shares of common stock outstanding 24,881,500 24,555,900 24,832,900 24,504,100 Average number of shares of common stock equivalents outstanding 300,200 487,700 315,200 519,100 ---------- ---------- ---------- ---------- 25,181,700 25,043,600 25,148,100 25,023,200 ========== ========== ========== ==========
Page 7 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES MARCH 31, 1994 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion should be read in conjunction with management's discussion and analysis of financial condition and results of operations incorporated by reference into the Company's latest Annual Report on Form 10-K. Results of Operations - - --------------------- Revenues for the three months ended March 31, 1994 (the "second quarter of 1994") were $272.6 million; $13.7 million less than the amount for the three months ended March 31, 1993 (the "second quarter of 1993"). The decrease was attributable primarily to a 21.5% reduction in the Company's maintenance activities. Construction revenues for the second quarter of 1994 were relatively the same as the second quarter of 1993. With respect to engineering services, the Company experienced a 3.2% increase in revenues for the second quarter of 1994 as compared to the second quarter of 1993. The Company billed approximately 2.7% more professional service hours to projects during the second quarter of 1994 as compared to the second quarter of 1993. For the six months ended March 31, 1994, revenues totaled $533.3 million; $51.7 million less than the amount for the six months ended March 31, 1993. The decrease was due primarily to a 17.3% reduction in construction revenues and a 9.6% reduction in maintenance revenues, offset in part by a 5.0% increase in engineering revenues. The Company billed approximately 5.3% more professional service hours to projects during the six month period ended March 31, 1994 as compared to the comparable period last year. As a percent of revenues, direct costs of contracts were 87.4% for the second quarter of 1994, as compared to 86.9% for the second quarter of 1993. The percentage relationship between direct costs of contracts and revenues will fluctuate between reporting periods depending on a variety of factors including the mix of business during the reporting periods being compared, as well as the level of margins earned from the various services provided in the various industry groups and markets serviced by the Company. The increase in this percentage relationship in the second quarter of 1994 as compared to the second quarter of 1993 was due primarily to the effects of increased competition for engineering services. For the six months ended March 31, 1994, direct costs of contracts were 87.1% of revenues, as compared to 87.7% for the six months ended March 31, 1993. This improvement in the percentage relationship during the current six-month period as compared to the comparable period last year was due primarily to an increase in the margins realized on the Company's construction services, combined with the effects of an increasing portion of the Company's total business volume coming from engineering services relative to construction and maintenance. Selling, general and administrative ("SG & A") expenses for the second quarter of 1994 were $22.5 million; $4.0 million less than the amount for the second quarter of 1993. For the six months ended March 31, 1994, SG & A expenses were $45.0 million; $4.6 million less than the amount for the six months ended March 31, 1993. These decreases were due primarily to the effects of integrating the operations of the businesses the Company acquired last year into Jacobs, as well as other operating efficiencies. Page 8 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES MARCH 31, 1994 The Company's operating profit (defined as income before taxes, other income, net and interest income, net) was $11.9 million for the second quarter of 1994; $0.8 million more than the amount for the second quarter of 1993. For the six months ended March 31, 1994, the Company's operating profit totaled $23.6 million; $1.6 million more than the amount for the comparable period in 1993. In general, the increases in operating profit were attributable primarily to lower SG & A expenses, offset in part by lower contract margins. Interest income, net was $0.03 million and $0.2 million for the three months and six months ended March 31, 1994, respectively. This compares to net interest income of $0.3 million and $0.7 million, respectively, for the comparable periods last year. The decreases were due to higher borrowings by the Company's U.K. subsidiary, combined with lower levels of cash invested in interest-bearing accounts. Other income, net was $0.2 million for the second quarter of 1994; $0.7 million less than the amount for the second quarter of 1993. For the six months ended March 31, 1994, other income, net was $0.7 million; $0.9 million less than the amount for the six months ended March 31, 1993. The lower amount of other income resulted primarily from gains from sales of marketable securities and other assets recorded last year. Backlog Information - - ------------------- The following table summarizes the Company's backlog information at the dates indicated (in millions):
March 31, 1994 March 31, 1993 -------------- -------------- Engineering services $ 702.7 $ 721.0 Total 1,961.0 1,810.0
Liquidity and Capital Resources - - ------------------------------- The Company's cash and cash equivalents increased $0.6 million during the six months ended March 31, 1994. This compares to a net increase of $1.6 million during the second quarter of 1993. The current year increase in cash and cash equivalents was due primarily to cash provided by financing activities ($7.5 million), offset in part by cash used in operations ($1.1 million) and investing activities ($5.7 million). Operations used $1.1 million of cash and cash equivalents during the six months ended March 31, 1994. This compares to a net contribution of cash of $7.1 million for the six months ended March 31, 1993. The decrease in cash provided by operations in the current year as compared to last year was due primarily to a $4.9 million increase in the amount of receivables outstanding, a $3.3 million reduction in accounts payable and a $2.5 million reduction in customer advances. These additional uses of cash were offset in part by a $1.3 million increase in depreciation and amortization and a $1.1 million increase in accrued liabilities. Page 9 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES MARCH 31, 1994 The Company's investing activities used $5.7 million of cash and cash equivalents during the six months ended March 31, 1994. This compares to net uses of cash of $11.3 million for the six months ended March 31, 1993. Additions to property and equipment were $12.5 million higher in the current year as compared to last year, and was due primarily to the acquisition of an office building in Baton Rouge, Louisiana. The cash purchase price of the building was $10.5 million; the Company was previously the principal lessee in the building. Additions to other, long-term assets were $3.0 million higher in the current year as compared to last year, and was due primarily to increases in the cash surrender value of company-owned life insurance policies. Net additions to long-term investments were $6.8 million higher in the current year as compared to last year, and relates primarily to an investment in a newly- formed real estate investment company which will focus on providing facilities for companies in the biotechnology industry. These uses were offset in part by $22.0 million more of cash generated by sales of marketable securities that had been held for investment purposes in the current year as compared to last year. Also contributing to the reduction in cash used in investing activities was $5.7 million used last year towards the acquisition of a business; no similar transaction occurred in the current fiscal year. Cash flows from financing activities contributed $7.5 million in cash and cash equivalents during the six months ended March 31, 1994. This compares to net contributions of $6.3 million for the six months ended March 31, 1993. The variance was due to a combination of higher short-term bank borrowings and an increase in the level of stock option exercises. The Company believes it has adequate capital resources to fund its operations for the remainder of 1994 and beyond. At March 31, 1994, the Company's committed credit facilities totaled approximately $43.4 million through banks in the U.S. and the U.K., against which $9.4 million was outstanding as notes payable to banks at March 31, 1994. Page 10 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES MARCH 31, 1994 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's annual meeting of stockholders was held on February 8, 1994 at 3:30 p.m. as announced in its Notice of Annual Meeting of Shareholders and Proxy Statement dated December 27, 1993, copies of which have been filed with the Commission pursuant to Regulation 14A. There were three matters voted upon by the stockholders at the annual meeting. Those matters were: 1. To elect a slate of directors nominated in the proxy statement (Messrs. Noel G. Watson, David M. Petrone and James L. Rainey, Jr. and Dr. James Clayburn LaForce); 2. To approve the adoption of the Outside Director Stock Option Plan (in the form of amendments to the Jacobs Engineering Group Inc. 1981 Executive Incentive Plan); and 3. To approve the appointment of Ernst & Young as independent auditors for the year ending September 30, 1994. The results of the shareholder voting were as follows (all shares voted were voted by proxy): With respect to the first matter, the following table presents the results of the shareholder voting for each of the individual nominees:
Nominee -------------------------------------------------- Noel G. David M. James L. James C. Watson Petrone Rainey, Jr. LaForce ---------- ---------- ----------- ---------- Shares voting for the nominee 22,024,601 22,024,381 22,022,931 22,024,005 Shares instructing the proxy not to vote for the nominee 28,696 28,916 30,366 29,292 Shares not voted 2,735,550 2,735,550 2,735,550 2,735,550 ---------- ---------- ---------- ---------- Total 24,788,847 24,788,847 24,788,847 24,788,847 ========== ========== ========== ==========
With respect to the second matter, there were 20,696,543 shares which voted in favor of the Outside Director Stock Option Plan, 1,205,396 shares voted against the resolution and 65,281 shares instructed the proxy not to vote. There were 86,077 broker non-votes and there were 2,735,550 shares which were not present and for which no proxies were received. With respect to the third matter, there were 22,015,670 shares which voted in favor of the appointment of Ernst & Young as the Company's independent auditors for the year ending September 30, 1994. There were 22,283 shares which voted against the appointment, 15,344 shares instructed the proxy not to vote and there were 2,735,550 shares which were not present and for which no proxies were received. Page 11 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES MARCH 31, 1994 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 27. - Financial Data Schedule - being filed herewith. (b) Reports on Form 8-K - not applicable. 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 thereunto duly authorized. JACOBS ENGINEERING GROUP INC. s/n John W. Prosser, Jr. ___________________________ John W. Prosser, Jr. Senior Vice President, Finance and Administration and Treasurer Date: May 11, 1994 Page 12 EX-27 2 FINANCIAL DATA SCHEDULE
5 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES This Schedule contains summary financial information extracted from the Consolidated Condensed Balance Sheet as of March 31, 1994 and the Consolidated Condensed Statement of Income for the three months ended March 31, 1994 and is qualified in its entirety by reference to such financial statements. 1 6-MOS SEP-30-1994 MAR-31-1994 $ 21,127,200 3,058,500 201,850,200 0 0 250,558,400 106,776,300 52,384,300 355,432,200 151,031,700 0 24,965,800 0 0 166,798,100 355,432,200 0 533,256,000 0 464,587,500 0 0 (215,900) 24,510,400 9,930,400 14,580,000 0 0 0 14,580,000 0.58 0.58 Page 13
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