-----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, QGSktxgy2le2+3SH79ssfW/E/w9U+sMmZcT3/Ota/31AmCK0GBvUPOlkpmdaEERe ujpao8+XyoREPCDp56QxLw== 0000077543-95-000009.txt : 19950530 0000077543-95-000009.hdr.sgml : 19950530 ACCESSION NUMBER: 0000077543-95-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 DATE AS OF CHANGE: 19950518 SROS: AMEX 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: 95540122 BUSINESS ADDRESS: STREET 1: 73 MT WAYTE AVE CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 5086282000 10-Q 1 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, 1995 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 12, 1995: 4,719,425 PERINI CORPORATION & SUBSIDIARIES INDEX Page Number Part I. - Financial Information: Item 1. Financial Statements Consolidated Condensed Balance Sheets - 3 March 31, 1995 and December 31, 1994 Consolidated Condensed Statements of 4 Income - Three Months ended March 31, 1995 and 1994 Consolidated Condensed Statements of Cash 5-6 Flows - Three Months ended March 31, 1995 and 1994 Notes to Consolidated Condensed Financial 7 Statements Item 2. Management's Discussion and Analysis of the 8-9 Consolidated Financial Condition and Results of Operations Part II. - Other Information: Item 1. Legal Proceedings 10 Item 2. Changes in Securities 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Submission of Matters to a Vote of 10 Security Holders Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 10-11 Signatures 12 PERINI CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) MARCH 31, 1995 AND DECEMBER 31, 1994 (In Thousands) ASSETS MARCH 31, DEC. 31, 1995 1994 Cash $ 26,504 $ 7,841 Accounts and Notes Receivable 131,044 151,620 Unbilled Work 20,919 20,209 Construction Joint Ventures 72,195 66,346 Deferred Tax Asset 5,400 6,066 Other Current Assets 23,028 14,566 -------- -------- Total Current Assets $279,090 $266,648 -------- -------- Land Held for Sale or Development $ 38,607 $ 43,295 Investments in and Advances to Real Estate Joint Ventures 149,177 148,843 Real Estate Properties Used in Operations 3,480 6,254 Other 432 80 -------- -------- Total Real Estate Development $191,696 $198,472 Investments -------- -------- Other Assets $ 3,757 $ 3,874 -------- -------- Property and Equipment, less Accumulated Depreciation of $29,473 - 1995 and $29,082 - $ 12,768 $ 13,506 1994 -------- -------- $487,311 $482,500 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Maturities of Long-Term Debt $ 8,821 $ 5,022 Accounts Payable 146,332 140,454 Deferred Contract Revenue 41,278 38,929 Accrued Expenses 50,253 52,295 Accrued Income Taxes 1,900 - -------- -------- Total Current Liabilities $248,584 $236,700 -------- -------- Deferred Income Taxes and Other Liabilities $ 28,529 $ 33,488 -------- -------- Long-Term Debt, including real estate development debt of $4,333 - 1995 and $6,502 $ 74,332 $ 76,986 - 1994 -------- -------- Minority Interest $ 3,292 $ 3,297 -------- -------- Stockholders' Equity: Preferred Stock $ 100 $ 100 Series A Junior Participating Preferred - - Stock Common Stock 4,985 4,985 Paid-In Surplus 58,869 59,001 Retained Earnings 82,113 81,772 ESOT Related Obligations (6,009) (6,009) --------- --------- $140,058 $139,849 Less - Treasury Stock (7,484) (7,820) --------- --------- Total Stockholders' Equity $132,574 $132,029 --------- --------- $487,311 $482,500 ======== ========= 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, 1995 1994 REVENUES FROM OPERATIONS: Construction $ 253,326 $ 154,191 Real Estate 9,763 20,200 TOTAL REVENUES FROM OPERATIONS ---------- ---------- $ 263,089 $ 174,391 ---------- ---------- COST AND EXPENSES: Cost of Operations $ 250,916 $ 161,615 General, Administrative and Selling 9,145 9,180 Expenses ---------- ---------- $ 260,061 $ 171,425 ---------- ---------- INCOME FROM OPERATIONS $ 3,028 $ 2,966 ---------- ---------- Other Income (Expense), Net Interest Expense $ 348 $ (420) (2,119) (1,247) ---------- ---------- Income Before Income Taxes $ 1,257 $ 1,299 Provision for Income Taxes (Note 2) 385 507 ---------- ---------- NET INCOME $ 872 $ 792 ========== ========== EARNINGS PER COMMON SHARE (Note 3) $ .08 $ .06 ========== ========== DIVIDENDS PER COMMON SHARE (Note 4) $ - $ - ========== ========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 4,510,329 4,330,807 (Note 3) ========== ========== 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, 1995 AND 1994 (In Thousands) THREE MONTHS ENDED MARCH 31, 1995 1994 Cash Flows from Operating Activities: Net Income $ 872 $ 792 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization 686 663 Noncurrent deferred taxes and other (4,959) (3,548) liabilities Distributions greater (less) than earnings of joint ventures and (3,612) 4,443 affiliates Cash provided from (used by) changes in components of Working capital other than cash, notes payable and current maturities of 27,874 (28,428) long-term debt Real estate development investments other than joint ventures and 365 6,749 properties used in operations Other non-cash items, net 79 (1,011) --------- --------- NET CASH PROVIDED FROM (USED BY) OPERATING ACTIVITIES $ 21,305 $(20,340) --------- --------- Cash Flows from Investing Activities: Proceeds from sale of property and $ 1,925 $ 42 equipment Cash distributions of capital from unconsolidated joint ventures 1,010 698 Acquisition of property and equipment (216) (772) Improvements to land held for sale or (27) (130) development Improvements to and acquisition of real estate properties used in operations (32) (24) Capital contributions to unconsolidated (3,946) (6,333) joint ventures Advances to real estate joint ventures, (2,275) (2,579) net Investment in other activities 102 - --------- --------- NET CASH USED BY INVESTING ACTIVITIES $ (3,459) $ (9,098) --------- --------- Cash Flows from Financing Activities: Proceeds of long-term debt $ 3,409 $ 1,362 Repayment of long-term debt (2,264) (9,982) Cash dividends paid (531) (531) Proceeds from notes payable to banks - 4,000 Treasury stock issued 203 - --------- --------- NET CASH PROVIDED FROM (USED BY) FINANCING ACTIVITIES $ 817 $ (5,151) --------- --------- PERINI CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994 (CONTINUED) (In Thousands) THREE MONTHS ENDED MARCH 31, 1995 1994 Net Increase (Decrease) in cash $ 18,663 $(34,589) Cash at Beginning of Year 7,841 35,871 --------- --------- Cash at End of Period $ 26,504 $ 1,282 ========= ========= Supplemental Disclosures of Cash paid during the period for: Interest, net of amounts capitalized $ 2,179 $ 1,563 ========= ========= Income tax payments $ 1,175 $ 2,626 ========= ========= The accompanying notes are an integral part of these financial statements. 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, 1994. The Company has made no significant change in these policies during 1995. (2) Income Taxes The lower-than-normal tax rate in 1995 is due to a tax benefit realized. (3) 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 1995 and 1994 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 antidilutive. 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 also antidilutive. (4) Cash Dividends There were no cash dividends on common stock declared or paid during the periods presented in the condensed financial statements presented herein. (5) 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, 1994. 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, 1995 and December 31, 1994 and results of operations and cash flows for the three month periods ended March 31, 1995 and 1994. The results of operations for the three month period ended March 31, 1995 may not be indicative of the results that may be expected for the year ending December 31, 1995 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 the First Quarter of 1995 with the First Quarter of 1994 Revenues increased $88.7 million (or 50.9%), from $174.4 million in 1994 to $263.1 million in 1995. This increase resulted from increased construction revenues of $99.1 million (or 64%), from $154.2 million in 1994 to $253.3 million in 1995, due primarily to an increase in revenues from building operations of $96 million (or 102%), from $94 million in 1994 to $190 million in 1995. This increase in revenues was due primarily to the timing in the start-up of certain hotel/casino projects. This increase was partially offset by a decrease in revenues from real estate operations of $10.4 million (or 51%), from $20.2 million in 1994 to $9.8 million in 1995 due to the sale in 1994 of two investment properties ($9.6 million). In spite of the increase in revenues, the total gross profit decreased slightly, from $12.8 million in 1994 to $12.2 million in 1995 due to an overall decrease in gross profit from construction operations of $2 million (or 16%), from $12.2 million in 1994 to $10.2 million in 1995 which was primarily caused by a further writedown on an overseas project that has been adversely affected by locally unstable economic and political conditions and other factors, as well as less profit from heavy construction operations due to lower margins than anticipated on certain contracts being performed in the Metropolitan New York area. These gross profit decreases were partially offset by increased profits from building operations due to the increased volume referred to above and increased profits from real estate operations due primarily to improved operating results from the company's two major real estate properties, Rincon Center and the Resort at Squaw Creek. The decrease in general, administrative and selling expenses of $.7 million (or 7%), from $9.8 million in 1994 to $9.1 million in 1995, resulted primarily from the ongoing cost reduction program resulting from re-engineering certain of the business units and the continuation of the gradual down-sizing of the real estate operations. The $.8 million increase in other income from a loss of $.4 million in 1994 to income of $.4 million in 1995 was due primarily to the gain on sale of a certain land, including a quarry, in 1995 ($.4 million) and an increase in interest income of $.2 million. The lower-than-normal tax rate in 1995 is due to a tax benefit realized that related to the sale of the land and quarry referred to above. FINANCIAL CONDITION Working capital increased $.6 million, from $29.9 million at the end of 1994 to $30.5 million at March 31, 1995. The current ratio decreased slightly from 1.13:1 to 1.12:1 during this same period. During the first three months of 1994 the Company's cash on hand increased by $18.7 million, primarily resulting from the $21.3 million generated from operations due to a decrease in accounts receivables and $.8 million from financing activities, primarily from net borrowings. These increases were partially offset by the $3.4 million of cash required for investments in or advance to joint ventures. Long-term debt at March 31, 1995 was $74.3 million, a decrease of $2.7 million from December 31, 1994. The long-term debt to equity ratio at March 31, 1995 improved to .56 to 1, compared to the .58 to 1 ratio at December 31, 1994. In addition to internally generated funds, the Company has access to additional funds under its $5 million short-term line of credit, its $116 million long-term Credit Agreement which was reduced from approximately $125 million at December 31, 1994 in accordance with the terms of the Agreement due to the impact of the net proceeds of a certain claim received during April, 1995. At March 31, 1995, there was $5 million available under the short-term line of credit, $54 million available under the Credit Agreement, as adjusted. Management believes that cash generated from operations, unused credit lines and various real estate borrowings should probably be adequate for the next twelve months to meet the Company's funding requirements. However, the withdrawal of many commercial lending sources from both the real estate and construction markets and/or restrictions on new borrowings and extensions on maturing loans by these same sources cause uncertainties in predicting liquidity. The full amount available under the Credit Agreement, as adjusted, may be borrowed during any fiscal quarter. However, financial covenants limiting the debt to equity ratio contained in the agreements governing these facilities limit the amount of borrowings which may be outstanding at the end of any fiscal quarter. Based on these covenants, $7.7 million of additional borrowing capacity was available under the Credit Agreement at March 31, 1995. 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 (c) Financial Data Schedule - Exhibit 27 EXHIBIT 27 FINANCIAL DATA SCHEDULE This schedule contains summary financial information extracted from the Consolidated Balance Sheets as of March 31, 1995 and the Consolidated Statements of Operations for the twelve months ended December 31, 1994 and is qualified in its entirety by reference to such financial statements. Multiplier 1,000 Period Type 3 Months Fiscal Year End December 31, 1994 Period End March 31, 1995 Cash 26,504 Securities 0 Receivables 131,044 Allowances 0 Inventory 17,557 Current Assets 279,090 (F1) PP&E 42,241 Depreciation (29,473) Total Assets 487,311 (F2) Current Liabilities 248,584 Bonds 74,332 Common 4,985 Preferred Mandatory 100 Preferred 0 Other SE 0 Total Liability and Equity 487,311 (F3) Sales 0 Total Revenues 263,089 CGS 0 Total Costs (260,061) Other Expenses 348 Loss Provision 0 Interest Expense (2,119) Income Pretax 1,257 (F4) Income Tax (385) Income Continuing 872 Discontinued 0 Extraordinary 0 Changes 0 Net Income 872 EPS Primary .08 EPS Diluted 0 (F1) Includes Equity in Construction Joint Ventures of $72,195, Unbilled Work of $20,919, and Other Short-Term Assets of $10,871, not currently reflected in this tag list. (F2) Includes investments in and advances to Real Estate Joint Ventures of $149,177, Land Held for Sale or Development of $38,607, and Other Long-Term Assets of $7,669 not currently reflected in this tag list. (F3) Includes Deferred Income Taxes and Other Liabilities of $28,529, Minority Interest of $3,292, Paid-In Surplus of $58,869, Retained Earnings of $82,113, ESOT Related Obligations of $(6,009), and Treasury Stock of $(7,484). (F4) Includes General, Administrative and Selling Expenses of $(9,145), not currently reflected on this tag list. 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 15, 1995 /s/ John H. Schwarz -------------------------------------- John H. Schwarz, Executive Vice President, Finance and Administration Date: May 15, 1995 /s/ Barry R. Blake --------------------------------------- Barry R. Blake, Vice President and Controller EX-27 2
5 This schedule contains summary financial information extracted from the Consolidated Balance Sheets as of March 31, 1995 and the Consolidated Statements of Operations for the twelve months ended December 31, 1994 and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS DEC-31-1994 MAR-31-1995 26,504 0 131,044 0 17,557 279,090 42,241 (29,473) 487,311 248,584 74,332 4,985 100 0 0 487,311 0 263,089 0 (260,061) 348 0 (2,119) 1,257 (385) 872 0 0 0 872 .08 0 Includes Equity in Construction Joint Ventures of $72,195, Unbilled Work of $20,919, and Other Short-Term Assets of $10,871, not currently reflected in this tag list. Includes investment in and advances to Real Estate Joint Ventures of $149,177, Land Held for Sale or Development of $38,607, and Other Long-Term Assets of $7,669 not currently reflected in this tag list. Includes Deferred Income Taxes and Other Liabilities of $28,529, Minority Interest of $3,292, Paid-In Surplus of $58,869, Retained Earnings of $82,113, ESOT Related Obligations of $(6,009), and Treasury Stock of $(7,484). Includes General, Administrative and Selling Expenses of $(9,145), not currently reflected on this tag list.
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