-----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, MLLVtoSEiYIqyrmRvCHLIHYIgL31fmDPe8u/bjiUTT61tn65Pm6SLJ6y9OizVKMP 5VwezUB/bLd0zw92jCiyeA== 0000898430-01-000524.txt : 20010214 0000898430-01-000524.hdr.sgml : 20010214 ACCESSION NUMBER: 0000898430-01-000524 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010213 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: SEC FILE NUMBER: 001-07463 FILM NUMBER: 1536822 BUSINESS ADDRESS: STREET 1: 1111 S ARROYO PARKWAY CITY: PASADENA STATE: CA ZIP: 91105-3063 BUSINESS PHONE: 8184492171 10-Q 1 0001.txt FORM 10-Q 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, 2000 ----------------- ( ) 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) 1111 South Arroyo Parkway, Pasadena, California 91105 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (626) 578 - 3500 - -------------------------------------------------------------------------------- (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, 2001: 26,447,512 Page 1 JACOBS ENGINEERING GROUP INC. INDEX TO FORM 10-Q Page No. - -------------------------------------------------------------------------------- Part I - Financial Information Item 1. Financial Statements: Condensed Consolidated Balance Sheets - December 31, 2000 and September 30, 2000 3 Condensed Consolidated Statements of Operations - Three Months Ended December 31, 2000 and 1999 4 Condensed Consolidated Statements of Comprehensive Income (Loss) - Three Months Ended December 31, 2000 and 1999 5 Condensed Consolidated Statements of Cash Flows - Three Months Ended December 31, 2000 and 1999 6 Notes to Condensed Consolidated Financial Statements 7 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 13 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 Page 2 Part I - FINANCIAL INFORMATION Item 1. Financial Statements JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share information) (Unaudited)
December 31, September 30, 2000 2000 - -------------------------------------------------------------------------------------------------------- ASSETS Current Assets: Cash and cash equivalents $ 80,150 $ 65,848 Receivables 721,458 710,979 Deferred income taxes 62,141 61,968 Prepaid expenses and other 14,280 12,228 ------------------------------------------------------------------------------------------------ Total current assets 878,029 851,023 ---------------------------------------------------------------------------------------------------- Property, Equipment and Improvements, Net 139,768 150,491 ---------------------------------------------------------------------------------------------------- Other Noncurrent Assets: Goodwill, net 267,074 269,043 Other 113,757 113,819 ------------------------------------------------------------------------------------------------ Total other noncurrent assets 380,831 382,862 ---------------------------------------------------------------------------------------------------- $ 1,398,628 $ 1,384,376 ======================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable $ 2,394 $ 18,460 Accounts payable 279,001 224,063 Accrued liabilities 274,706 274,991 Customers' advances in excess of related revenues 103,173 145,708 Income taxes payable 28,748 20,641 --------------------------------------------------------------------------------------------------- Total current liabilities 688,022 683,863 ---------------------------------------------------------------------------------------------------- Long-term Debt 135,359 146,820 ---------------------------------------------------------------------------------------------------- Other Deferred Liabilities 54,844 52,946 ---------------------------------------------------------------------------------------------------- Minority Interests 5,304 5,204 ---------------------------------------------------------------------------------------------------- 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, 26,460,769 shares issued at December 31, 2000; 26,386,238 shares issued and outstanding at September 30, 2000 26,461 26,386 Additional paid-in capital 82,373 79,352 Retained earnings 419,930 400,791 Accumulated other comprehensive loss (9,742) (10,515) ------------------------------------------------------------------------------------------------ 519,022 496,014 Unearned compensation (1,713) (471) Common stock in treasury, at cost (53,800 shares at December 31, 2000) (2,210) - - -------------------------------------------------------------------------------------------------------- Total stockholders' equity 515,099 495,543 - -------------------------------------------------------------------------------------------------------- $ 1,398,628 $ 1,384,376 ========================================================================================================
See the accompanying Notes to Condensed Consolidated Financial Statements. Page 3 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended December 31, 2000 and 1999 (In thousands, except per-share information) (Unaudited)
2000 1999 - ----------------------------------------------------------------------------------------- Revenues $ 929,182 $ 809,088 Costs and Expenses: Direct costs of contracts (816,526) (705,358) Selling, general and administrative expenses (79,469) (73,702) ------------------------------------------------------------------------------------ Operating Profit 33,187 30,028 - ----------------------------------------------------------------------------------------- Other Income (Expense): Interest income 986 350 Interest expense (3,045) (2,103) Miscellaneous income, net 526 493 Provision for litigation settlement - (38,000) ------------------------------------------------------------------------------------ Total other expense (1,533) (39,260) - ----------------------------------------------------------------------------------------- Earnings (Loss) Before Taxes 31,654 (9,232) Income Tax (Expense) Benefit (11,554) 3,463 - ----------------------------------------------------------------------------------------- Net Earnings (Loss) $ 20,100 $ (5,769) ========================================================================================= Net Earnings (Loss) Per Share: Basic $ 0.76 $ (0.22) Diluted $ 0.75 $ (0.22) =========================================================================================
See the accompanying Notes to Condensed Consolidated Financial Statements. Page 4 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended December 31, 2000 and 1999 (In thousands) (Unaudited)
2000 1999 - --------------------------------------------------------------------------------------------------- Net Earnings (Loss) $ 20,100 $ (5,769) - --------------------------------------------------------------------------------------------------- Other Comprehensive Income (Loss): Unrealized holding gains on securities 847 675 Less: reclassification adjustment for gains realized in net earnings (loss) (498) (900) - --------------------------------------------------------------------------------------------------- Unrealized gains (losses) on securities, net of reclassification adjustment 349 (225) Foreign currency translation adjustments 546 (2,315) - --------------------------------------------------------------------------------------------------- Other Comprehensive Income (Loss) Before Income Taxes 895 (2,540) Income Tax (Expense) Benefit Relating to Other Comprehensive Income (Loss) (122) 87 - --------------------------------------------------------------------------------------------------- Other Comprehensive Income (Loss) 773 (2,453) - --------------------------------------------------------------------------------------------------- Total Comprehensive Income (Loss) $ 20,873 $ (8,222) ===================================================================================================
See the accompanying Notes to Condensed Consolidated Financial Statements. Page 5 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended December 31, 2000 and 1999 (In thousands) (Unaudited)
2000 1999 - -------------------------------------------------------------------------------------------------------- Cash Flows from Operating Activities: Net earnings (loss) $ 20,100 $ (5,769) Adjustments to reconcile net earnings (loss) to net cash flows from operations: Depreciation and amortization of property, equipment and improvements 7,219 7,567 Amortization of goodwill 2,140 1,822 Gains on sales of assets (697) (996) Changes in assets and liabilities, excluding the effects of businesses acquired: Receivables (8,987) (7,084) Prepaid expenses and other current assets (2,215) (701) Accounts payable 53,541 21,216 Accrual of litigation settlement - 38,000 Accrued liabilities (156) (9,209) Customers' advances (42,421) (16,032) Income taxes payable 8,447 (6,660) Deferred income taxes (172) (65) Other, net 96 101 ----------------------------------------------------------------------------------------------------- Net cash provided by operating activities 36,895 22,190 ----------------------------------------------------------------------------------------------------- Cash Flows from Investing Activities: Net (disposals) additions to property and equipment 3,749 (8,319) Proceeds from sales of marketable securities and investments 741 1,344 Purchases of marketable securities and investments (871) (1,214) Net decrease (increase) in other noncurrent assets 1,027 (1,875) ----------------------------------------------------------------------------------------------------- Net cash provided by (used for) investing activities 4,646 (10,064) ----------------------------------------------------------------------------------------------------- Cash Flows from Financing Activities: Proceeds from long-term borrowings 13,581 7,907 Repayments of long-term borrowings (26,449) (15,000) Net change in short-term borrowings (16,044) (1,504) Exercises of stock options 669 114 Purchases of common stock for treasury (2,210) - Change in other deferred liabilities 1,874 66 ----------------------------------------------------------------------------------------------------- Net cash used for financing activities (28,579) (8,417) ----------------------------------------------------------------------------------------------------- Effect of Exchange Rate Changes 1,340 (1,976) - -------------------------------------------------------------------------------------------------------- Increase in Cash and Cash Equivalents 14,302 1,733 Cash and Cash Equivalents at Beginning of Period 65,848 53,482 - -------------------------------------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $ 80,150 $ 55,215 ========================================================================================================
See the accompanying Notes to Condensed Consolidated Financial Statements. Page 6 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 1. The accompanying condensed consolidated financial statements and financial information included herein have been prepared 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 accounting principles generally accepted in the United States have been condensed or omitted. Readers of this report should refer to the consolidated financial statements and the notes thereto incorporated into the latest Annual Report on Form 10-K of Jacobs Engineering Group Inc. ("Jacobs", or the "Company"). In the opinion of management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the Company's consolidated financial position at December 31, 2000 and September 30, 2000, its consolidated results of operations for the three months ended December 31, 2000 and 1999, its consolidated comprehensive income (loss) for the three months ended December 31, 2000 and 1999, and its consolidated cash flows for the three months ended December 31, 2000 and 1999. 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, 2000 and September 30, 2000 were recoverable amounts under contracts in progress of $349,118,800 and $371,997,400, respectively, that represent amounts earned under contracts in progress but not billable at the respective balance sheet dates. The Company anticipates that substantially all of such unbilled amounts will be billed and collected over the next twelve months. 3. Property, equipment and improvements are stated at cost and consisted of the following at December 31, 2000 and September 30, 2000 (in thousands):
December 31, September 30, 2000 2000 ----------------------------------------------------------------------------------------------- Land $ 7,961 $ 11,579 Buildings 54,166 59,369 Equipment 208,474 201,896 Leasehold improvements 16,006 19,755 Construction in progress 12,776 11,497 -------------------------------------------------------------------------------------------- 299,383 304,096 Accumulated depreciation and amortization (159,615) (153,605) ------------------------------------------------------------------------------------------- $ 139,768 $ 150,491 ===================================================================================================
Page 7 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 4. Other noncurrent assets consisted of the following at December 31, 2000 and September 30, 2000 (in thousands):
December 31, September 30, 2000 2000 ----------------------------------------------------------------------------------------------- Prepaid pension costs $ 18,366 $ 16,795 Reimbursable pension costs 10,211 11,691 Cash surrender value of life insurance policies 36,008 35,762 Investments 28,749 27,496 Notes receivable 10,739 11,847 Miscellaneous 9,684 10,228 -------------------------------------------------------------------------------------------- $ 113,757 $ 113,819 ===============================================================================================
5. The following table reconciles the denominator used to compute basic earnings per share to the denominator used to compute diluted earnings per share (in thousands):
For the Three Months Ended December 31 ------------------------------------------ 2000 1999 ----------------------------------------------------------------------------------------------- Weighted average shares outstanding (denominator used to compute basic EPS) 26,432 26,146 Effect of employee and outside director stock options 486 - ----------------------------------------------------------------------------------------------- Denominator used to compute diluted EPS 26,918 26,146 ===============================================================================================
6. During the three months ended December 31, 2000 and 1999, the Company made cash payments of approximately $3,536,500 and $1,673,200, respectively, for interest and $3,327,200 and $2,182,000, respectively, for income taxes. Page 8 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 7. On February 16, 2000, the Company completed the first phase of an anticipated two-part transaction to acquire the engineering and contracting business of Stork N.V., the Netherlands ("Stork") for a total purchase price of EUR 25.0 million (approximately $24.2 million). The purchase price was financed in part by long-term borrowings of EUR 15.0 million (approximately $14.8 million) under an existing $230.0 million revolving credit facility. The transaction was accounted for as a purchase. Accordingly, the Company's consolidated results of operations include those of Stork since the date of acquisition. The first phase includes Stork's operations in Belgium, Germany, Southeast Asia and certain offices in the Netherlands. These offices employ over 1,500 professional technical staff. The second phase, involving the balance of Stork's engineering and construction operations in the Netherlands and the Middle East, is expected to close at a later date. In January 1999, the Company completed its Agreement and Plan of Merger with Sverdrup Corporation ("Sverdrup"). Each outstanding share of common stock of Sverdrup was converted into the right to receive a proportional share of the total amount of initial merger consideration of $198.0 million paid at closing. Each outstanding share of common stock of Sverdrup will also receive a proportional amount of any additional merger consideration that may be payable shortly after each of the first three anniversaries of the date of the merger agreement ("Deferred Merger Consideration"), and is contingent upon the Company's stock price exceeding certain price thresholds as defined in the merger agreement. The total amount payable as Deferred Merger Consideration is limited to a maximum of $31.0 million. The amount payable as Deferred Merger Consideration on January 14, 2001, the second anniversary of the date of the merger agreement was immaterial. No amount was payable as Deferred Merger Consideration on January 14, 2000, the first anniversary of the date of the merger agreement. For more information about the Stork and Sverdrup transactions, readers of this Form 10-Q should refer to Note 3 to the Company's 2000 Consolidated Financial Statements included as Exhibit 13 to its 2000 Annual Report on Form 10-K. Page 9 JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES December 31, 2000 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. General - ------- The following discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations (incorporated by reference from pages E-5 through E-12 of Exhibit 13 to the Company's 2000 Annual Report on Form 10-K). Results of Operations - --------------------- On February 16, 2000, the Company completed the first phase of an anticipated two-part transaction to acquire the engineering and contracting business of Stork N.V., the Netherlands ("Stork") for a total purchase price of EUR 25.0 million (approximately $24.2 million). The Company's consolidated results of operations for fiscal 2000 include the results of Stork's operations since the acquisition date. The Company's consolidated results of operations for the first quarter of fiscal 2001 are not significantly impacted by Stork's operations. See Note 7 of the Notes to Condensed Consolidated Financial Statements for additional discussion of the Stork transaction. The Company recorded net earnings of $20.1 million, or $0.75 per diluted share, for the three months ended December 31, 2000, compared to a net loss of $5.8 million, or $0.22 per diluted share for the same period last year. The net loss during the first quarter of fiscal 2000 included a pre-tax provision for litigation settlement of $38.0 million ($23.7 million after-tax). This special, one-time pre-tax charge, consisting of the settlement amount of $35.0 million and related litigation costs of $3.0 million, resulted from an agreement with the United States Department of Justice to settle a previously disclosed whistleblower suit. The settlement was paid in March 2000 and has no continuing impact on the Company's operating results. Excluding the after-tax impact of this special litigation charge, the Company's operations during the first quarter of fiscal 2000 resulted in net earnings of $18.0 million, or $0.68 per diluted share. During the three months ended December 31, 2000, total revenues increased by $120.1 million, or 14.8%, to $929.2 million, compared to $809.1 million for the same period in fiscal 2000. Revenues from project services activities, which includes design, engineering and agency construction management services, increased by $125.2 million, or 30.0%, to $542.5 million during the first quarter of fiscal 2001, compared to $417.3 million for the same period last year. Page 10 Revenues from construction services decreased by $7.7 million, or 3.3%, to $229.0 million during the first quarter of fiscal 2001, compared to $236.7 million for the same period last year. During the first quarter of fiscal 2001, revenues from operations and maintenance ("O&M") activities were relatively flat at $128.7 million, compared to the first quarter of fiscal 2000. Revenues from process, scientific and systems consulting services increased by $2.2 million, or 8.1%, to $28.9 million during the three months ended December 31, 2000, compared to $26.8 million for the same period last year. As a percentage of revenues, direct costs of contracts was 87.9% for the three months ended December 31, 2000, compared to 87.2% for the same period in fiscal 2000. 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 types of services provided by the Company. Selling, general and administrative ("SG&A") expenses for the first quarter of fiscal 2001 increased by $5.8 million, or 7.8%, to $79.5 million, compared to $73.7 million for the first quarter of fiscal 2000. As a percentage of revenues, SG&A expenses for the first quarter of fiscal 2001 decreased to 8.6%, compared to 9.1% for the same period last year, reflecting the Company's continuing efforts to control costs. During the three months ended December 31, 2000, the Company's operating profit (defined as revenues, less direct costs of contracts and SG&A expenses) increased by $3.2 million, or 10.5%, to $33.2 million, compared to $30.0 million during the three months ended December 31, 1999. The increase in the Company's operating profit for the first quarter of fiscal 2001 as compared to the first quarter of fiscal 2000 year was due primarily to significant increases in business volume and reduced SG&A expenses as a percentage of revenues. During the first quarter of fiscal 2001, interest expense increased by 44.8%, or $0.9 million, to $3.0 million, compared to interest expense of $2.1 million for the same period last year. The increase in interest expense in the current fiscal period as compared to last year was due to increased borrowings under the Company's $230.0 million revolving credit facility at slightly higher interest rates. At December 31, 2000 and 1999, outstanding borrowings under this facility were $135.3 million and $110.5 million, respectively. The net increase of $24.8 million in borrowings under the $230.0 million revolving credit facility was primarily due to borrowings in the second quarter of fiscal 2000 to pay the $35.0 million litigation settlement, to partially finance the first phase of the Stork acquisition for approximately $14.8 million, and to cover working capital requirements. Page 11 Backlog Information - ------------------- The following table summarizes the Company's backlog at December 31, 2000 and 1999 (in millions): 2000 1999 ----------- ------------ Professional technical services $ 2,380.0 $ 1,959.0 Total backlog 5,687.0 4,339.0 Liquidity and Capital Resources - ------------------------------- During the three months ended December 31, 2000, the Company's cash and cash equivalents increased by $14.3 million, to $80.2 million. This compares to a net increase of $1.7 million, to $55.2 million, during the same period in fiscal 2000. During the first quarter of fiscal 2001, the Company experienced net cash inflows from operating and investing activities, and the effect on cash of exchange rate changes, of $36.9 million, $4.6 million and $1.3 million, respectively, offset in part by net cash outflows from financing activities of $28.6 million. Operations resulted in net cash inflows of $36.9 million during the three months ended December 31, 2000. This compares to a net contribution of $22.2 million during the same period in fiscal 2000. The $14.7 million increase in cash provided by operations in the first quarter of fiscal 2001 as compared to the first quarter of fiscal 2000 was due primarily to an increase of $25.9 million in net earnings, partially offset by a decrease in inflows of $11.3 million relating to the timing of cash receipts and payments within the Company's working capital accounts. The Company's investing activities resulted in net cash inflows of $4.6 million during the three months ended December 31, 2000. This compares to net cash outflows of $10.1 million during the same period last year. The net decrease of $14.7 million in cash used for investing activities in the first quarter of fiscal 2001 as compared to the first quarter of fiscal 2000 was due primarily to a decrease of $12.1 million to net additions to property and equipment relating to the sale of real property, and a decrease of $2.9 million in other noncurrent assets. The Company's financing activities resulted in net cash outflows of $28.6 million during the three months ended December 31, 2000. This compares to net cash outflows of $8.4 million during the three months ended December 31, 1999. The $20.2 million net increase in cash used for financing activities in the current period as compared to last year was due primarily to a decrease of $14.5 million in short-term borrowings and an increase of $11.4 million in repayments of long-term borrowings. Also contributing to outflows was $2.2 million used for the purchases of common stock for treasury. These outflows were partially offset by an increase of $5.7 million in proceeds from long-term borrowings, which were used to cover working capital requirements. Page 12 The Company believes it has adequate capital resources to fund its operations in fiscal 2001 and beyond. The Company's consolidated working capital position was $190.0 million at December 31, 2000. As discussed earlier, the Company has a long-term $230.0 million revolving credit facility against which $135.3 million was outstanding at December 31, 2000 in the form of direct borrowings. At December 31, 2000, the Company had $46.8 million available through committed short-term credit facilities, of which $16.2 million was outstanding at that date in the form of direct borrowings and letters of credit. In December 1999, the Company reactivated its stock repurchase program. The program had been suspended in September 1998 due to the then pending merger with Sverdrup. The program authorizes the Company to buy-back up to 3.0 million shares of its common stock in the open market. Repurchases of common stock will be financed from existing credit facilities and available cash balances. Through the end of fiscal 2000, the Company had repurchased a total of 1,657,100 shares of its common stock at a total cost of $47.4 million. All of these treasury shares were eventually reissued for the Company's employee stock purchase and incentive stock plans. During the current quarter ended December 31, 2000, the Company repurchased an additional 53,800 shares of its common stock in the open market at a cost of $2.2 million. Forward-Looking Statements - -------------------------- Statements included in this Quarterly Report on Form 10-Q that are not based on historical facts are "forward-looking statements", as that term is discussed in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current estimates, expectations and projections about the issues discussed, the industries in which the Company's clients operate and the services the Company provides. By their nature, such forward-looking statements involve risks and uncertainties. The Company cautions the reader that a variety of factors could cause business conditions and results to differ materially from what is contained in its forward-looking statements. These factors include, but are not necessarily limited to, the following: increase in competition by foreign and domestic competitors; availability of qualified engineers and other professional staff needed to execute contracts; the timing of new awards and the funding for such awards; the ability of the Company to meet performance or schedule guarantees; cost overruns on fixed, maximum or unit priced contracts; the outcome of pending and future litigation and governmental investigations and proceedings; the cyclical nature of the individual markets in which the Company's customers operate; the successful closing and/or subsequent integration of any merger or acquisition transaction; and, the amount of any contingent consideration the Company may be required to pay in the future in connection with the Sverdrup merger (including the availability of financing that may be required). The preceding list is not all-inclusive, and the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this Form 10-Q should also read the Company's most recent Annual Report on Form 10-K for a further description of the Company's business, legal proceedings and other information that describes factors that could cause actual results to differ from such forward-looking statements. Page 13 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits None (b) Reports on Form 8-K On December 21, 2000, the Company filed with the Securities and Exchange Commission a Form 8-K dated December 20, 2000 announcing that the board of directors of the Company had adopted an amendment and restatement of the Company's existing rights plan ("the Rights Plan"). The amendment extended the expiration date of the Rights Plan to December 20, 2010, eliminated its "dead hand" independent director provisions, increased the exercise price of the Rights Plan to $175 and made certain other non-material revisions. Page 14 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. - ----------------------------- (Registrant) By: s/n John W. Prosser, Jr. - ------------------------------- John W. Prosser, Jr. Senior Vice President, Finance and Administration and Treasurer Date: February 12, 2001 Page 15 -----END PRIVACY-ENHANCED MESSAGE-----