-----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, Me4eQ7zxyCF2bw2+19ggY5TnX46hHckQKrvLpKRWSZ6pCKkZPcPyufDRGtugITsA H5MWonLyiH9dBizSjCct2w== 0000077543-94-000014.txt : 19940511 0000077543-94-000014.hdr.sgml : 19940511 ACCESSION NUMBER: 0000077543-94-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERINI CORP CENTRAL INDEX KEY: 0000077543 STANDARD INDUSTRIAL CLASSIFICATION: 1540 IRS NUMBER: 041717070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06314 FILM NUMBER: 94526935 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 10-Q 1 1ST QUARTER 1994 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-6314 PERINI CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-1717070 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 73 MT. WAYTE AVENUE, FRAMINGHAM, MASSACHUSETTS 01701-9160 (Address of principal executive offices) (Zip code) (508)-628-2000 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report) 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. Yes X No Number of shares of common stock of registrant outstanding at May 5, 1993: 4,363,143 PERINI CORPORATION & SUBSIDIARIES INDEX Page Number ----------- Part I. - Financial Information: Item 1. Financial Statements Consolidated Condensed Balance Sheets - 3 March 31, 1994 and December 31, 1993 Consolidated Condensed Statements of Income - 4 Three Months ended March 31, 1994 and 1993 Consolidated Condensed Statements of Cash 5-6 Flows - Three Months ended March 31, 1994 and 1993 Notes to Consolidated Condensed Financial 7-8 Statements Item 2. Management's Discussion and Analysis of the 9-10 Consolidated Financial Condition and Results of Operations Part II. - Other Information: Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security 11 Holders Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 PERINI CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) MARCH 31, 1994 AND DECEMBER 31, 1993 (In Thousands) ASSETS ------ MARCH 31, DEC. 31, 1994 1993 --------- -------- Cash $ 5,133 $ 35,871 Accounts and Notes Receivable 109,579 123,009 Unbilled Work 14,952 14,924 Construction Joint Ventures 61,697 61,156 Deferred Income Taxes 7,702 7,702 Other Current Assets 14,324 14,940 -------- -------- Total Current Assets $213,367 $257,602 -------- -------- Land Held for Sale or Development $ 47,736 $ 48,011 Investments in and Advances to Real Estate Joint Ventures 142,357 138,095 Real Estate Properties Used in Operations 9,890 12,678 -------- -------- Total Real Estate Development Investments $199,983 $198,784 -------- -------- Other Assets $ 3,748 $ 3,896 -------- -------- Property and Equipment, less Accumulated Depreciation of $29,274 - 1994 and $28,986 - 1993 $ 16,280 $ 16,096 -------- -------- $433,378 $476,378 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Notes Payable - Bank $ 4,000 $ - Current Maturities of Long-Term Debt 5,194 7,617 Accounts Payable 110,843 136,231 Deferred Contract Revenue 27,092 25,867 Accrued Expenses 39,628 47,827 Accrued Income Taxes 435 3,183 -------- -------- Total Current Liabilities $187,192 $220,725 -------- -------- Deferred Income Taxes and Other Liabilities $ 35,246 $ 38,794 -------- -------- Long-Term Debt, including real estate development debt of $7,696 - 1994 and $11,382 - 1993 $ 76,169 $ 82,366 -------- -------- Minority Interest $ 3,367 $ 3,350 -------- -------- Stockholders' Equity: Preferred Stock $ 100 $ 100 Series A Junior Participating Preferred Stock - - Common Stock 4,985 4,985 Paid-In Surplus 59,875 59,875 Retained Earnings 83,855 83,594 ESOT Related Obligations (6,982) (6,982) --------- --------- $141,833 $141,572 Less - Treasury Stock (10,429) (10,429) --------- --------- Total Stockholders' Equity $131,404 $131,143 --------- --------- $433,378 $476,378 ======== ========
The accompanying notes are an integral part of these financial statements. PERINI CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) (In Thousands, Except Per Share Data) THREE MONTHS ENDED MARCH 31, ----------------------- 1994 1993 -------- -------- REVENUES FROM OPERATIONS: Construction $154,191 $244,487 Real Estate 20,200 13,556 --------- --------- TOTAL REVENUES FROM OPERATIONS $174,391 $258,043 --------- --------- COST AND EXPENSES: Cost of Operations $161,615 $247,038 General, Administrative and Selling Expenses 9,810 9,027 --------- --------- $171,425 $256,065 --------- --------- INCOME FROM OPERATIONS $ 2,966 $ 1,978 --------- --------- Other Income (Expense), Net (Note 2) (420) 5,055 Interest Expense (1,247) (1,188) --------- --------- Income Before Income Taxes $ 1,299 $ 5,845 Provision for Income Taxes (Note 3) 507 5,100 --------- --------- NET INCOME $ 792 $ 745 ========= ========= EARNINGS PER COMMON SHARE (Note 4) $ .06 $ .05 ========= ========= DIVIDENDS PER COMMON SHARE (Note 5) $ - $ - ========= ========= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (Note 4) 4,330,807 4,150,124 ========= ========= The accompanying notes are an integral part of these financial statements. PERINI CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993 (In Thousands) THREE MONTHS ENDED MARCH 31, -------------------- 1994 1993 -------- -------- Cash Flows from Operating Activities: Net Income $ 792 $ 745 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization 663 656 Noncurrent deferred taxes and other liabilities (3,548) 14,495 Distributions greater (less) than earnings of joint 4,443 (2,719) ventures (Gain) on sale of subsidiary (Note 2) - (4,600) Minority interest, net 17 (16) Cash provided from (used by) changes in components of Working capital other than cash, notes payable and current maturities of long-term debt (24,597) (27,994) Real estate development investments other than joint ventures 6,749 1,761 Other non-cash items, net (1,028) (2,101) --------- --------- NET CASH USED BY OPERATING ACTIVITIES $(16,509) $(19,773) --------- --------- Cash Flows from Investing Activities: Proceeds from sale of property and equipment $ 42 $ 153 Cash distributions of capital from unconsolidated joint ventures 698 1,155 Acquisition of property and equipment (772) (2,106) Improvements to land held for sale or development (130) (2,190) Improvements to real estate properties used in operations (24) - Capital contributions to unconsolidated joint (6,333) (6,359) ventures Advances to real estate joint ventures (2,579) (2,830) Proceeds from sale of Majestic net of subsidiary's cash - 4,432 --------- --------- NET CASH USED BY INVESTING ACTIVITIES $ (9,098) $ (7,745) --------- --------- Cash Flows from Financing Activities: Proceeds of long-term debt $ 1,362 $ 507 Repayment of long-term debt (9,982) (3,015) Cash dividends paid (531) (531) Proceeds from notes payable to banks 4,000 - --------- --------- NET CASH USED BY FINANCING ACTIVITIES $ (5,151) $ (3,039) --------- --------- PERINI CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993 (CONTINUED) (In Thousands) THREE MONTHS ENDED MARCH 31, -------------------- 1994 1993 -------- -------- Net (Decrease) in cash $(30,758) $(30,557) Cash at Beginning of Year 35,871 79,563 --------- --------- Cash at End of Period $ 5,113 $ 49,006 ========= ========= Supplemental Disclosures of Cash paid during the period for: Interest, net of amounts capitalized $ 1,563 $ 1,652 ========= ========= Income tax payments (refunds) $ 2,626 $ 404 ========= ========= PERINI CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (1) Significant Accounting Policies The significant accounting policies followed by the Company and its subsidiaries in preparing its consolidated financial statements are set forth in Note (1) to such financial statements included in Form 10-K for the year ended December 31, 1993. The Company has made no significant change in these policies during 1994. (2) Other Income (Expense) Net Includes a pretax gain of $4.6 million in 1993 from the sale of Majestic Contractors Limited, the Company's 74%-owned Canadian pipeline subsidiary. This gain nets to zero after providing an equivalent amount for federal income taxes at the 34% statutory rate and an additional 66% rate which represents a combination of an additional tax provision for the difference between book and tax basis of the Company's investment in this subsidiary and a valuation reserve based upon the company's current estimate of its utilization of the foreign tax credits related to the sale. (3) Income Taxes The higher-than-normal tax rate in 1993 is due to the reasons stated in (2) above. (4) Per Share Data Computations of earnings per common share amounts are based on the weighted average number of the Company's common shares outstanding during the periods presented. Earnings per common share reflect the effect of preferred dividends accrued during both the 1994 and 1993 three month periods ended March 31, of $531,000. Common stock equivalents related to additional shares of common stock issuable upon exercise of stock options have not been included since their effect would be immaterial. Per share data on a fully diluted basis is not presented because the effect of conversion of the Company's depositary convertible exchangeable preferred shares into common stock is antidilutive. (5) Cash Dividends There were no cash dividends on common stock declared or paid during the periods presented in the condensed financial statements presented herein. (6) Opinion The unaudited condensed financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 1993. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company's financial position as of March 31, 1994 and December 31, 1993 and results of operations and cash flows for the three month periods ended March 31 for the three month period ended March 31, 1994 may not be indicative of the results that may be expected for the year ending December 31, 1994 because the Company's results generally consist of a limited number of large transactions in both construction and real estate. Therefore, such results can vary depending on the timing of transactions and the profitability of projects being reported. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS RESULTS OF OPERATIONS Comparison of First Quarter of 1994 with the First Quarter of 1993 Revenues decreased $83.7 million (or 32.4%), from $258.1 million in 1993 to $174.4 million in 1994. This decrease resulted from decreased construction revenues of $90.3 million (or 37%), from $244.5 million in 1993 to $154.2 million in 1994, due primarily to a decrease in revenues from building operations of $105 million (or 53%), from $199 million in 1993 to $94 million in 1994. This decrease in revenues was due to the timing in the start-up of certain hotel/casino projects obtained late in 1993 compared to a few similar projects that were well underway during the first quarter of 1993. This decrease was partially offset by an increase in revenues from the heavy construction operations of $14 million (or 30%), from $46 million in 1993 to $60 million in 1994, due to a combination of the new Newberg/Perini Division acquired in mid-1993 and an increased heavy backlog going into 1994. This decrease was also partially offset by an increase in revenues from real estate operations of $7 million, from $13 million in 1993 to $20 million in 1994, caused primarily by the sale of two income properties in 1994. The gross profit in 1994 increased by $1.8 million, from $11 million in 1993 to $12.8 million in 1994, due primarily to a $2.6 million increase from construction operations, from $9.7 million in 1993 to $12.3 million in 1994. This improvement from construction operations was due to the mix of work performed, relatively more of the higher margin heavy construction work, from 19% of total construction volume in 1993 to 39% in 1994. This increase in gross profit was partially offset by a decrease in gross profit from real estate of $.8 million, from $1.3 million in 1993 to $.5 million in 1994, due primarily to a decrease in high margin land sales in Florida. The increase in general, administrative and selling expenses of $.8 million (or 9%), from $9 million in 1993 to $9.8 million in 1994, resulted primarily from the addition of the Newberg/Perini Division in mid-1993. The $5.4 million decrease in other income from income of $5 million in 1993 to a loss of $.4 million in 1994 was due primarily to the non-recurring gain ($4.6 million) on the sale by the Company of its 74%-owned interest in Majestic Contractors Limited ("Majestic"), its Canadian pipeline subsidiary, in January, 1993. The higher-than-normal tax rate in 1993 was due to tax provided at an additional 66% rate on the gain on the sale of Majestic, which represented a combination of an additional tax provision for the difference between book and tax basis of the Company's investment in this subsidiary and a valuation reserve related to the gain based upon the Company's estimate of its utilization of the related foreign tax credits. FINANCIAL CONDITION Working capital decreased $10.7 million, from $36.9 million at the end of 1993 to $26.2 million at March 31, 1994. The current ratio decreased from 1.17:1 to 1.14:1. During the first three months of 1994 the Company used $16.5 million of cash from operations, primarily to fund a decrease in payables; $9.1 million of cash for investing activities, primarily in joint ventures; and $5.2 million of cash for financial activities, primarily to pay down debt. The source of cash was a $30.8 million reduction in cash on hand. The long-term debt to equity ratio at March 31, 1994 was .58 to 1, compared to the .63 to 1 ratio at December 31, 1993. Long-term debt at March 31, 1994 was $76.2 million, a decrease of $6.2 million from December 31, 1993. This decrease resulted primarily from the repayment of certain mortgages related to estate properties sold during the quarter. In addition to internally generated funds, the Company has access to additional funds under its $18 million of short-term lines of credit, its $70 million long-term Credit Agreement and, effective March 31, 1994, a $15 million collateralized short-term credit facility available for the balance of 1994. At March 31, 1994, there was $14 million available under the short-term lines of credit, $.2 million available under the Credit Agreement and $15 million available under the new short-term credit facility. Management believes that cash generated from operations, unused credit lines and various real estate borrowings should probably be adequate to meet the Company's funding requirements, although the withdrawal of many commercial lending sources from both the real estate and construction markets has significantly slowed the Company's real estate sales and/or put restrictions on new borrowings and extensions on maturing loans by these very same sources cause uncertainties in predicting liquidity. Part II. - Other Information Item 1. - Legal Proceedings - None Item 2. - Changes in Securities (a) None (b) None Item 3. - Defaults Upon Senior Securities - None Item 4. - Submission of Matters to a Vote of Security Holders - None Item 5. - Other Information - None Item 6. - Exhibits and Reports on Form 8-K (a) None (b) None 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. PERINI CORPORATION Registrant Date: May 9, 1994 /s/ James M. Markert -------------------------------------------- James M. Markert, Senior Vice President Finance and Administration Date: May 9, 1994 /s/ Barry R. Blake -------------------------------------------- Barry R. Blake, Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----