-----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, GhqtNFc7jU7kdwxOe9ApcAsSsxImPJZPJ3HM04Gok9eY/gempAXIKNI718ajmHbN PcFIhgln518SYt5MoqJFng== 0000898430-96-000423.txt : 19960213 0000898430-96-000423.hdr.sgml : 19960213 ACCESSION NUMBER: 0000898430-96-000423 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960212 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOBS ENGINEERING GROUP INC /DE/ CENTRAL INDEX KEY: 0000052988 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 954081636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07463 FILM NUMBER: 96515955 BUSINESS ADDRESS: STREET 1: 251 S LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101-3063 BUSINESS PHONE: 8184492171 10-Q 1 FORM 10-Q (PERIOD ENDING 12/31/95) 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 December 31, 1995 ----------------- ( ) 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 February 12, 1996: 25,537,555 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 December 31, 1995 and September 30, 1995 3 Consolidated Condensed Statements of Income for the Three Months Ended December 31, 1995 and 1994 4 Consolidated Condensed Statements of Cash Flows for the Three Months Ended December 31, 1995 and 1994 5 Notes to Consolidated Condensed Financial Statements 6 - 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 9 Part II - Other Information 10 Signatures 10 Page 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS AT DECEMBER 31, 1995 AND SEPTEMBER 30, 1995 (In thousands, except share information) (Unaudited)
December 31, September 30, 1995 1995 - -------------------------------------------------------------------------------- ASSETS Current Assets: Cash and cash equivalents $ 59,485 $ 39,118 Marketable securities 2,806 2,806 Receivables 282,372 292,108 Deferred income taxes 32,767 31,980 Prepaid expenses and other 3,704 2,602 ----------------------------------------------------------------------------- Total current assets 381,134 368,614 ------------------------------------------------------------------------------ Property, Equipment and Improvements, Net 81,026 80,115 ------------------------------------------------------------------------------ Other Noncurrent Assets: Goodwill, net 41,339 41,882 Other 45,435 43,336 ----------------------------------------------------------------------------- Total other noncurrent assets 86,774 85,218 - -------------------------------------------------------------------------------- $548,934 $533,947 ================================================================================ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable $ 15,414 $ 16,632 Accounts payable 66,478 63,767 Accrued liabilities 109,191 109,168 Customers' advances in excess of related revenues 54,315 54,496 Income taxes payable 15,627 11,212 ----------------------------------------------------------------------------- Total current liabilities 261,025 255,275 ------------------------------------------------------------------------------ Long-term Debt 17,545 17,799 ------------------------------------------------------------------------------ Deferred Gains on Real Estate Transactions 1,640 1,845 ------------------------------------------------------------------------------ Other Deferred Liabilities 20,458 20,267 ------------------------------------------------------------------------------ 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 - 25,510,721 and 25,495,711 shares, respectively 25,511 25,496 Additional paid-in capital 44,187 43,957 Retained earnings 177,698 168,203 Other 870 1,105 ----------------------------------------------------------------------------- Total stockholders' equity 248,266 238,761 - -------------------------------------------------------------------------------- $548,934 $533,947 ================================================================================
See the accompanying notes. Page 3 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994 (In thousands, except per-share information) (Unaudited)
1995 1994 - ------------------------------------------------------------------------- Revenues $471,122 $412,356 - ------------------------------------------------------------------------- Costs and Expenses: Direct costs of contracts 421,823 368,588 Selling, general and administrative expenses 33,974 31,740 Interest expense (income), net (290) 45 Other income, net (197) (103) ----------------------------------------------------------------------- 455,310 400,270 - ------------------------------------------------------------------------- Income before taxes 15,812 12,086 - ------------------------------------------------------------------------- Provision for Income Taxes 6,262 4,786 - ------------------------------------------------------------------------- Net Income $ 9,550 $ 7,300 ========================================================================= Net Income Per Share $.37 $.29 =========================================================================
See the accompanying notes. Page 4 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994 (In thousands) (Unaudited)
1995 1994 - -------------------------------------------------------------------- Cash Flows from Operating Activities: Net income $ 9,550 $ 7,300 Adjustments to reconcile net income to net cash flows from operations: Depreciation and amortization 4,086 3,816 Amortization of deferred gains (205) (205) Changes in assets and liabilities, net: Receivables 9,372 11,996 Prepaid expenses and other (1,115) 455 Accounts payable 2,820 (27,811) Accrued liabilities 229 (5,942) Customers' advances (111) (2,959) Income taxes payable 4,437 4,255 Deferred income taxes (787) 322 - -------------------------------------------------------------------- Net cash provided (used) 28,276 (8,773) - -------------------------------------------------------------------- Cash Flows from Investing Activities: Additions to property and equipment, net of disposals (5,054) (2,255) Net increase in other noncurrent assets (2,431) (3,069) Net increase in investments - (634) ------------------------------------------------------------------- Net cash used (7,485) (5,958) ------------------------------------------------------------------- Cash Flows from Financing Activities: Exercise of stock options 265 162 Bank borrowings (repayments), net (829) (8,735) Other, net 192 (160) - -------------------------------------------------------------------- Net cash used (372) (8,733) - -------------------------------------------------------------------- Effect of Exchange Rate Changes (52) (22) - -------------------------------------------------------------------- Increase (Decrease) in Cash and Cash Equivalents 20,367 (23,486) Cash and Cash Equivalents at the Beginning of the Period 39,118 45,612 - -------------------------------------------------------------------- Cash and Cash Equivalents at the End of the Period $59,485 $ 22,126 ====================================================================
See the accompanying notes. Page 5 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS DECEMBER 31, 1995 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. 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 contain all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of its consolidated financial position at December 31, 1995 and September 30, 1995, and its consolidated results of operations and cash flows for the three months ended December 31, 1995 and 1994. 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 December 31, 1995 and September 30, 1995 were unbilled amounts totaling $55,763,500 and $52,790,600, respectively. 3. Property, equipment and improvements are stated at cost and consisted of the following at December 31, 1995 and September 30, 1995 (in thousands):
December 31, September 30, 1995 1995 - -------------------------------------------------------------------------- Land $ 10,475 $ 10,529 Buildings 38,781 38,976 Equipment 91,883 87,186 Leasehold improvements 12,592 12,319 -------------------------------------------------------------------- 153,731 149,010 Less - accumulated depreciation and amortization 72,705 68,895 -------------------------------------------------------------------- $ 81,026 $ 80,115 ==========================================================================
Page 6 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS DECEMBER 31, 1995 4. Other assets consisted of the following at December 31, 1995 and September 30, 1995 (in thousands):
December 31, September 30, 1995 1995 - --------------------------------------------------------------------- Prepaid pension costs $11,111 $11,503 Cash surrender value of life insurance policies 19,304 16,498 Investments 11,463 11,517 Miscellaneous 3,557 3,818 --------------------------------------------------------------- $45,435 $43,336 =====================================================================
5. During the three months ended December 31, 1995 and 1994, the Company made cash payments of approximately $584,000 and $544,000, respectively, for interest and approximately $2,456,000 and $300,000, respectively, for income taxes. 6. For the three months ended December 31, 1995 and 1994, net income per share 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 December 31, ----------------------- 1995 1994 ---------- ---------- Average number of shares of common stock outstanding 25,501,800 25,078,600 Average number of shares of common stock equivalents outstanding 300,000 145,000 ---------- ---------- 25,801,800 25,223,600 ========== ==========
Page 7 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES DECEMBER 31, 1995 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 December 31, 1995 (the "first quarter of fiscal 1996") were $471.1 million; this was $58.8 million more than the amount for the three months ended December 31, 1994 (the "first quarter of fiscal 1995"). Revenues from engineering services for the first quarter of fiscal 1996 increased 8.1% as compared to the first quarter of fiscal 1995. The Company billed approximately 3.2 million professional services hours to projects during the first quarter of fiscal 1996; this was 0.4 million more hours than were billed during the corresponding period last year. Revenues from construction and maintenance services for the first quarter of fiscal 1996 were 17.2% higher as compared to the first quarter of fiscal 1995. Much of this increase was due to higher subcontract and procurement activity. As a percent of revenues, direct costs of contracts were 89.5% for the first quarter of fiscal 1996, as compared to 89.4% for the first quarter of fiscal 1995. 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 by the Company. The small increase in this percentage relationship during the current quarter as compared to the corresponding period last year was due to a higher level of construction and maintenance services relative to engineering services. Selling, general and administrative ("SG & A") expenses for the first quarter of fiscal 1996 totaled $34.0 million; this was $2.2 million more than the amount for the first quarter of fiscal 1995. The increase was due primarily to higher levels of S, G & A spending in support of the increased level of business activity discussed above. The Company's operating profit (defined as revenues, less costs of contracts and SG & A expenses) was $15.3 million for the first quarter of fiscal 1996; this was $3.3 million more than the amount for the first quarter of fiscal 1995. The increase in operating profit was due to the higher level of business volume discussed above. Interest income, net totaled $0.3 million for the first quarter of fiscal 1996; this was $0.3 million more than the amount for the first quarter of fiscal 1995. The increase was due to higher average cash balances kept on deposit during the first quarter of fiscal 1996 as compared to the corresponding period last year. Page 8 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES DECEMBER 31, 1995 Backlog Information - ------------------- The following table summarizes the Company's backlog at December 31, 1995 and 1994 (in millions):
1995 1994 -------- -------- Engineering services backlog $ 841.0 $ 813.3 Total backlog 2,663.0 2,525.0
Liquidity and Capital Resources - ------------------------------- The Company's cash and cash equivalents increased $20.4 million during the three months ended December 31, 1995. This compares to a net decrease of $23.5 million of cash and cash equivalents during the corresponding period last year. The current year increase in cash and cash equivalents was due to cash provided by operations ($28.3 million), offset in part by cash used in investing activities ($7.5 million), financing activities and the effects of exchange rate changes ($0.4 million total). Operations contributed $28.3 million of cash and cash equivalents during the three months ended December 31, 1995. This compares to a net use of cash of $8.8 million during the three months ended December 31, 1994. The $37.1 million increase in cash provided by operations in the current period as compared to the corresponding period last year was due primarily to a $30.6 million decrease in the amount of cash used to pay-down accounts payable. Also contributing to the increase in cash provided by operations was a $2.2 million increase in net income. The balance of the increase was due primarily to the timing of cash receipts and payments on receivables, and accrued liabilities, respectively. The Company's investing activities used $7.5 million of cash and cash equivalents during the three months ended December 31, 1995. This compares to a net use of cash of $6.0 during the three months ended December 31, 1994. Most of the variance was attributable to a $2.8 million increase in purchases of property and equipment, net of disposals. Cash flows from financing activities used $0.4 million in cash and cash equivalents during the three months ended December 31, 1995. This compares to a net use of $8.7 million during the three months ended December 31, 1994. The variance was due primarily to larger payments made last year to reduce bank debt as compared to the current fiscal period. The Company believes it has adequate capital resources to fund its operations for the remainder of 1996 and beyond. At December 31, 1995, the Company's short-term committed credit facilities totaled $51.4 million through banks in the U.S. and the U.K., against which $15.4 million was outstanding at that date. On January 31, 1996, the Company purchased a 49% interest in the engineering and construction operations of the Serete Group of France. The investment totaled $18.9 million. In order to finance the investment, the Company amended and increased an existing short-term credit facility under which the Company borrowed FRF 96.0 million. Page 9 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES DECEMBER 31, 1995 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: Not applicable. (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: February 12, 1996 Page 10 EX-27 2 ARTICLE 5 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS SEP-30-1996 DEC-31-1995 59,485 2,806 282,372 0 0 381,134 153,731 72,705 548,934 261,025 0 0 0 25,511 222,755 548,934 0 471,122 0 421,823 0 0 (290) 15,812 6,262 9,550 0 0 0 9,550 0.37 0.37
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