SECURITIES AND EXCHANGE COMMISISON
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended
June 1, 2001
Commission File Number 1-12054
WASHINGTON GROUP INTERNATIONAL, INC.
A Delaware Corporation
IRS Employer Identification No. 33-0565601
720 PARK BOULEVARD, BOISE, IDAHO 83712
208 / 386-5000
At June 1, 2001, 52,468,694 shares of the registrant's $.01 par value common stock were outstanding.
The registrant 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 has been subject to such filing requirements for the past 90 days. Yes o No ý
WASHINGTON GROUP INTERNATIONAL, INC.
(Debtor-in-Possession)
Quarterly Report Form 10-Q for the
Quarter Ended June 1, 2001
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| PART I. FINANCIAL INFORMATION | ||||||
PART I |
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Item 1. |
Consolidated Financial Statements and Notes Thereto |
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Statements of Income for the Quarter and Six Months Ended June 1, 2001 and June 2, 2000 |
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Balance Sheets at June 1, 2001 and December 1, 2000 |
I-2 |
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Condensed Statements of Cash Flows for the Six Months Ended June 1, 2001 and June 2, 2000 |
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Statements of Comprehensive Income (Loss) for the Quarter and Six Months Ended June 1, 2001 and June 2, 2000 |
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Notes to Financial Statements |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
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PART II. OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 3. |
Defaults Upon Senior Securities |
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Item 6. |
Exhibits and Reports on Form 8-K |
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SIGNATURES |
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ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
WASHINGTON GROUP INTERNATIONAL, INC. (Debtor-in-Possession)
CONSOLIDATED STATEMENTS OF INCOME
QUARTER AND SIX MONTHS ENDED JUNE 1, 2001 AND JUNE 2, 2000
(In thousands except per share data)
(UNAUDITED)
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Quarter Ended |
Six Months Ended |
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June 1, 2001 |
June 2, 2000 |
June 1, 2001 |
June 2, 2000 |
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| Operating revenue | $ | 954,107 | $ | 579,786 | $ | 1,969,346 | $ | 1,173,688 | ||||||
| Equity in net income of mining ventures | 3,953 | 3,160 | 5,563 | 4,703 | ||||||||||
| Total revenue | 958,060 | 582,946 | 1,974,909 | 1,178,391 | ||||||||||
| Cost of revenue | (930,463 | ) | (545,676 | ) | (1,903,645 | ) | (1,115,919 | ) | ||||||
| Gross profit | 27,597 | 37,270 | 71,264 | 62,472 | ||||||||||
| General and administrative expenses | (15,129 | ) | (6,132 | ) | (30,734 | ) | (11,497 | ) | ||||||
| Goodwill amortization | (1,865 | ) | (4,111 | ) | (7,206 | ) | (8,287 | ) | ||||||
| Integration and merger costs | (12,424 | ) | | (18,344 | ) | | ||||||||
| Operating income (loss) | (1,821 | ) | 27,027 | 14,980 | 42,688 | |||||||||
| Investment income | 2,652 | 646 | 7,704 | 1,395 | ||||||||||
| Interest expense(a) | (16,124 | ) | (2,546 | ) | (36,728 | ) | (4,876 | ) | ||||||
| Other income (expense), net | (2,485 | ) | 574 | (5,983 | ) | 617 | ||||||||
| Income (loss) before reorganization items, income taxes and minority interests | (17,778 | ) | 25,701 | (20,027 | ) | 39,824 | ||||||||
| Reorganization items (Note 4) | 8,919 | | 8,919 | | ||||||||||
| Income tax (expense) benefit | 2,464 | (9,937 | ) | 3,090 | (15,416 | ) | ||||||||
| Minority interests in income of consolidated subsidiaries | (3,704 | ) | (4,094 | ) | (4,480 | ) | (3,692 | ) | ||||||
| Net income (loss) | $ | (10,099 | ) | $ | 11,670 | $ | (12,498 | ) | $ | 20,716 | ||||
| Income (loss) per share | ||||||||||||||
| Basic | $ | (.19 | ) | $ | .22 | $ | (.24 | ) | $ | .40 | ||||
| Diluted | (.19 | ) | $ | .22 | (.24 | ) | $ | .40 | ||||||
| Common shares used to compute income (loss) per share | ||||||||||||||
| Basic | 52,469 | 52,350 | 52,468 | 52,350 | ||||||||||
| Diluted | 52,469 | 52,438 | 52,468 | 52,419 | ||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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WASHINGTON GROUP INTERNATIONAL, INC. (Debtor-in-Possession)
CONSOLIDATED BALANCE SHEETS
AT JUNE 1, 2001 (UNAUDITED) AND DECEMBER 1, 2000
(In thousands except per
share data)
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2001 |
2000 |
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| ASSETS | |||||||
| Current assets | |||||||
| Cash and cash equivalents | $ | 99,476 | $ | 393,433 | |||
| Securities available for sale, at fair value | | 38,345 | |||||
| Accounts receivable, including retentions of $39,508 and $41,934 | 518,039 | 575,545 | |||||
| Unbilled receivables | 308,196 | 257,744 | |||||
| Inventories | 38,610 | 20,575 | |||||
| Refundable income taxes | 3,087 | 3,837 | |||||
| Investments in and advances to construction joint ventures | 41,265 | 55,693 | |||||
| Deferred income taxes | 204,035 | 197,147 | |||||
| Other | 62,435 | 38,956 | |||||
| Total current assets | 1,275,143 | 1,581,275 | |||||
| Investments and other assets | |||||||
| Investments in mining ventures | 68,667 | 66,008 | |||||
| Goodwill, net of accumulated amortization of $36,157 and $28,965 | 257,889 | 265,068 | |||||
| Deferred income taxes | 414,254 | 404,414 | |||||
| Other assets | 79,507 | 80,671 | |||||
| Total investments and other assets | 820,317 | 816,161 | |||||
| Property and equipment, at cost | |||||||
| Construction equipment | 299,955 | 306,401 | |||||
| Land and improvements | 8,040 | 8,056 | |||||
| Buildings and improvements | 34,829 | 37,453 | |||||
| Equipment and fixtures | 110,052 | 99,851 | |||||
| Total property and equipment | 452,876 | 451,761 | |||||
| Less accumulated depreciation | (216,663 | ) | (193,215 | ) | |||
| Property and equipment, net | 236,213 | 258,546 | |||||
| Total assets | $ | 2,331,673 | $ | 2,655,982 | |||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
| Current liabilities | |||||||
| Current portion of long-term debt | $ | | $ | 4,516 | |||
| Accounts payable and subcontracts payable, including retentions of $8,170 and $10,125 | 121,726 | 373,080 | |||||
| Billings in excess of cost and estimated earnings on uncompleted contracts | 109,603 | 1,276,846 | |||||
| Estimated costs to complete long-term contracts | 36,948 | 81,595 | |||||
| Accrued salaries, wages and benefits, including compensated absences of $8,725 and $29,208 | 56,767 | 126,031 | |||||
| Income taxes payable | 729 | 1,466 | |||||
| Other accrued liabilities | 48,264 | 106,035 | |||||
| Total current liabilities | 374,037 | 1,969,569 | |||||
| Non-current liabilities | |||||||
| Long-term debt | | 692,874 | |||||
| Self-insurance reserves | 33,096 | 176,087 | |||||
| Pension and post-retirement obligations | 93,399 | 175,856 | |||||
| Environmental remediation obligations | 4,072 | 7,983 | |||||
| Other non-current liabilities | 871 | 18,783 | |||||
| Total non-current liabilities | 131,438 | 1,071,583 | |||||
| Liabilities subject to compromise (Note 4) | 2,228,090 | | |||||
| Contingencies and commitments | |||||||
| Minority interests | 78,800 | 79,748 | |||||
| Stockholders' equity (deficit) | |||||||
| Preferred stock, par value $.01, 10,000 shares authorized | |||||||
| Common stock, par value $.01, authorized 100,000 shares; issued 54,486 | 545 | 545 | |||||
| Capital in excess of par value | 250,118 | 250,112 | |||||
| Stock purchase warrants | 6,550 | 6,550 | |||||
| Accumulated deficit | (692,178 | ) | (679,680 | ) | |||
| Treasury stock, 2,019 shares, at cost | (23,192 | ) | (23,192 | ) | |||
| Accumulated other comprehensive income (loss) | (22,535 | ) | (19,253 | ) | |||
| Total stockholders' equity (deficit) | (480,692 | ) | (464,918 | ) | |||
| Total liabilities and stockholders' equity (deficit) | $ | 2,331,673 | $ | 2,655,982 | |||
The accompanying notes are an integral part of the consolidated financial statements.
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WASHINGTON GROUP INTERNATIONAL, INC. (Debtor-in-Possession)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 1, 2001 AND JUNE 2, 2000
(In
thousands)
(UNAUDITED)
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2001 |
2000 |
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|---|---|---|---|---|---|---|---|---|
| Operating activities | ||||||||
| Net income (loss) | $ | (12,498 | ) | $ | 20,716 | |||
| Reorganization items | 8,919 | | ||||||
| Adjustments to reconcile net income (loss) to cash provided (used) by operating activities: | ||||||||
| Cash paid for reorganization items | (11,504 | ) | | |||||
| Depreciation of property and equipment | 35,449 | 16,237 | ||||||
| Amortization of goodwill | 7,206 | 8,287 | ||||||
| Amortization of prepaid loan fees | 2,233 | 379 | ||||||
| Normal profit | (52,830 | ) | | |||||
| Deferred income taxes | (14,919 | ) | 9,115 | |||||
| Minority interest in net income of consolidated subsidiaries | 7,330 | 6,013 | ||||||
| Equity in net income of mining ventures less dividends received | (5,135 | ) | (3,103 | ) | ||||
| Gain on sale of assets, net | (4,083 | ) | (93 | ) | ||||
| Cash forfeited on bankruptcy of foreign subsidiary | (7,185 | ) | | |||||
| Increase in net operating assets and other | (265,462 | ) | (32,704 | ) | ||||
| Net cash provided (used) by operating activities | (312,479 | ) | 24,847 | |||||
| Investing activities | ||||||||
| Property and equipment acquisitions | (20,553 | ) | (19,861 | ) | ||||
| Property and equipment disposals | 9,746 | 8,228 | ||||||
| Purchases of securities available for sale | (12,224 | ) | (17,726 | ) | ||||
| Sale and maturities of securities available for sale | 51,347 | 17,182 | ||||||
| Other investing activities | | 3,304 | ||||||
| Net cash provided (used) by investing activities | 28,316 | (8,873 | ) | |||||
| Financing activities | ||||||||
| Net repayments on long-term revolving line of credit | (1,516 | ) | (100 | ) | ||||
| Distributions to minority interests | (8,278 | ) | (20,235 | ) | ||||
| Other financing activities | | 107 | ||||||
| Net cash used by financing activities | (9,794 | ) | (20,228 | ) | ||||
| Decrease in cash and cash equivalents | (293,957 | ) | (4,254 | ) | ||||
| Cash and cash equivalents at beginning of period | 393,433 | 52,475 | ||||||
| Cash and cash equivalents at end of period | $ | 99,476 | $ | 48,221 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | 30,018 | $ | 4,467 | ||||
| Income tax paid, net | 4,837 | 869 | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
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WASHINGTON GROUP INTERNATIONAL, INC. (Debtor-in-Possession)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
QUARTER AND SIX MONTHS ENDED JUNE 1, 2001 AND JUNE 2, 2000
(In thousands)
(UNAUDITED)
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Quarter Ended |
Six Months Ended |
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June 1, 2001 |
June 2, 2000 |
June 1, 2001 |
June 2, 2000 |
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| Net income (loss) | $ | (10,099 | ) | $ | 11,670 | $ | (12,498 | ) | $ | 20,716 | |||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||
| Foreign currency translation adjustments | (5,183 | ) | (1,676 | ) | (3,317 | ) | (5,263 | ) | |||||||
| Unrealized gains (losses) on marketable securities: | |||||||||||||||
| Unrealized net holding gain (loss) | 115 | 94 | 474 | (176 | ) | ||||||||||
| Less: Reclassification adjustment for net gain realized in net income | (612 | ) | (109 | ) | (861 | ) | (109 | ) | |||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||
| Cumulative effect of adoption of accounting principle | | | (1,161 | ) | | ||||||||||
| Loss on settled or terminated contracts | 1,059 | | 1,583 | | |||||||||||
| Other comprehensive income (loss), net of tax | (4,621 | ) | (1,691 | ) | (3,282 | ) | (5,548 | ) | |||||||
| Comprehensive income (loss) | $ | (14,720 | ) | $ | 9,979 | $ | (15,780 | ) | $ | 15,168 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
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WASHINGTON GROUP INTERNATIONAL, INC. (Debtor-in-Possession)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars except per share data)
The terms "we," "us" and "our" as used in this quarterly report include Washington Group International, Inc. ("WGI") and its consolidated subsidiaries unless otherwise indicated. On May 14, 2001, WGI and several but not all of its subsidiaries filed for Chapter 11 bankruptcy protection. See Note 4, "Reorganization Case and Fresh-start Reporting." The term "Plan of Reorganization" as used in this quarterly report refers to the Second Amended Joint Plan of Reorganization of Washington Group International, Inc., et al., as modified and confirmed by the U.S. Bankruptcy Court for the District of Nevada on December 21, 2001.
1. DESCRIPTION OF THE BUSINESS
We were originally incorporated in Delaware on April 28, 1993 under the name Kasler Holding Company. In April 1996, we changed our name to Washington Construction Group, Inc. On September 11, 1996, we purchased Morrison Knudsen Corporation, which we refer to as "Old MK," and changed our name to Morrison Knudsen Corporation. On September 15, 2000, we changed our name to Washington Group International, Inc.
We are an international provider of a broad range of design, engineering, construction, construction management, facilities and operations management, environmental remediation and mining services to diverse public and private sector clients, including (i) engineering, construction and operations and maintenance services in nuclear and fossil power markets; (ii) diverse engineering and construction and construction management services for the highway and bridge, airport and seaport, dam, tunnel, water resource, railway and commercial building markets; (iii) engineering, design, procurement, construction and construction management services to industrial companies; (iv) contract mining, technical and engineering services for the metals, precious metals, coal, minerals and minerals processes markets; (v) comprehensive nuclear and other environmental and hazardous substance remediation services for governmental and private-sector clients and (vi) weapons and chemical demilitarization programs for governmental and private-sector clients. In providing these services, we enter into three basic types of contracts: fixed-price or lump-sum contracts providing for a fixed price for all work to be performed, fixed-unit-price contracts providing for a fixed price for each unit of work to be performed, and cost-type contracts providing for reimbursement of costs plus a fee. Both anticipated income and economic risk are greater under fixed-price and fixed-unit-price contracts than under cost-type contracts. Engineering, construction management and environmental and hazardous substance remediation contracts are typically awarded pursuant to a cost-type contract.
We participate in construction joint ventures, often as sponsor and manager of projects, that are formed for the sole purpose of bidding, negotiating and completing specific projects. We also participate in two incorporated mining ventures: Westmoreland Resources, Inc., a coal mining company in Montana, and MIBRAG mbH, a company that operates lignite coal mines and power plants in Germany. On March 22, 1999, we and BNFL Nuclear Services, Inc. ("BNFL"), an unrelated entity, acquired the government and environmental services businesses of CBS Corporation (now Viacom, Inc.). We refer to these businesses as the "Westinghouse Businesses." The Westinghouse Businesses currently constitute our Westinghouse Government Services Group ("WGSG"), which is part of our Government operating unit. On July 7, 2000, we purchased from Raytheon Company ("Raytheon") and Raytheon Engineers & Constructors International, Inc. ("RECI") the capital stock of the subsidiaries of RECI, and specified other assets of RECI and we assumed specified liabilities of RECI. The businesses that we purchased provide engineering, design, procurement, construction, operation, maintenance and other services on a worldwide basis. See Note 3, "Acquisition of Raytheon Engineers & Constructors."
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2. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These consolidated financial statements include the accounts of WGI and all of its majority-owned subsidiaries and certain construction joint ventures. Investments in non-consolidated construction joint ventures and mining ventures are accounted for using the equity method. For these non-consolidated construction joint ventures, our proportionate share of revenue, cost of revenue and gross profit (loss) is included in the consolidated statements of operations, and equity in net earnings of our incorporated mining ventures is accounted for on the equity method. All significant intercompany transactions and accounts have been eliminated in consolidation.
These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in our annual report on Form 10-K for the fiscal year ended December 1, 2000. The comparative balance sheet and related disclosures at December 1, 2000 have been derived from the audited balance sheet and consolidated footnotes referred to above.
In our opinion, the accompanying unaudited interim consolidated financial statements reflect all adjustments that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.
The results of operations for the interim periods presented in these unaudited interim consolidated financial statements are not necessarily indicative of results to be expected for the full year, and future operating results may not be comparable to historical operating results as a result of our acquisition of RE&C, as described below, effective July 7, 2000; our filing for protection under Chapter 11 of the U.S. Bankruptcy Code on May 14, 2001; our subsequent emergence therefrom on January 25, 2002; and the implementation of fresh-start reporting on February 1, 2002. See Note 3, "Acquisition of Raytheon Engineers & Constructors" and Note 4, "Reorganization Case and Fresh-start Reporting."
Effective December 1, 1998, we adopted a 52/53 week fiscal year ending on the Friday closest to November 30.
The preparation of our consolidated financial statements in conformity with generally accepted accounting principles necessarily requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues and costs during the reporting periods. Actual results could differ from those estimates. On an ongoing basis, we review our estimates based on information that is currently available. Changes in facts and circumstances may cause us to revise estimates.
Certain reclassifications have been made to prior period consolidated financial statements to conform to the current period presentation.
3. ACQUISITION OF RAYTHEON ENGINEERS & CONSTRUCTORS
On July 7, 2000, pursuant to a stock purchase agreement dated April 14, 2000 (the "Stock Purchase Agreement"), we purchased from Raytheon and RECI (collectively with Raytheon, the "Sellers") the capital stock of the subsidiaries of RECI and specified other assets of RECI, and we assumed specified liabilities of RECI. The businesses that we purchased, hereinafter called "RE&C", provide engineering, design, procurement, construction, operation, maintenance and other services on a worldwide basis. We financed the acquisition by obtaining new senior secured financing facilities (the
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"RE&C Financing Facilities") and issuing senior unsecured notes due July 1, 2010 (the "Senior Unsecured Notes"). See Note 7, "Credit FacilitiesRE&C Financing Facilities" for a more detailed description of the terms of the RE&C Financing Facilities and Senior Unsecured Notes.
The purchase price paid at the closing of the acquisition on July 7, 2000 was $53,000 in cash and the assumption of net liabilities originally estimated at $450,000. We also incurred acquisition costs of $7,705. The cash portion of the purchase price paid at closing was determined based upon a formula contained in the Stock Purchase Agreement and represented the estimated amount of the Adjusted Non-Current Net Assets and Adjusted Net Working Capital (as the terms are defined in the Stock Purchase Agreement) that we acquired, valued as of April 30, 2000. The amounts of Adjusted Non-Current Net Assets and Adjusted Net Working Capital were subject to post-closing finalization, including an audit by independent accountants, and other adjustments to the price paid at closing. In addition, the Stock Purchase Agreement contained a provision requiring us either to pay the Sellers, or to be paid by the Sellers, the net amount of cash the Sellers either advanced to or withdrew from RE&C between April 30, 2000 and July 7, 2000. After closing, we paid the Sellers $84,400 representing the net amount of cash advanced or paid by the Sellers for the use or benefit of RE&C between April 30, 2000 and July 7, 2000.
The Stock Purchase Agreement provided that the Sellers would retain all non-restricted cash and cash equivalents held by RE&C at the close of business on April 30, 2000 (the "Cut-Off Date Cash Balances"). At closing, for purposes of administrative convenience, RE&C kept all cash held by it ($15,790), and we paid the Sellers an additional $30,800 for the cash balances on April 30, 2000. That amount was subject to post-closing verification by us and adjustment in the event it was not equal to the Cut-Off Date Cash Balances held by RE&C. We subsequently verified the amount and no adjustment was required. In total, we paid net cash of $160,130 for the RE&C acquisition.
RECI retained, among other assets, all of its interest in and rights with respect to some of the existing contracts. In addition, the Stock Purchase Agreement provided that the contracts related to four specified construction projects would be transferred to RECI, and RE&C would enter into subcontracts to perform, on a cost-reimbursed basis, all of RECI's obligations under those contracts. Because the customer consents required to transfer the four contracts to RECI could not be obtained as of closing, we agreed to remain the contract party and continued to be directly obligated to the customers and other third parties under the contracts relating to the four projects. Accordingly, we and the Sellers agreed that the Sellers would provide us with full indemnification with respect to any risks associated with those contracts, which arrangement accomplished the original intent of the Stock Purchase Agreement. Under the Stock Purchase Agreement, we agreed that we would complete the four specified projects for the Sellers' account and the Sellers agreed to reimburse our costs and to share equally with us any positive variance between actual costs and estimated costs. The Sellers also agreed to indemnify us against any losses, claims or liabilities under the contracts relating to such projects, except losses, claims or liabilities resulting from our gross negligence or willful misconduct, against which we would indemnify the Sellers.
The Stock Purchase Agreement did not contain a fixed purchase price at closing for the transaction, but rather, as noted above, provided that the purchase price would be adjusted upward or downward post-closing based on the effect on a formula that would be applied to an audited RE&C April 30, 2000 balance sheet to be prepared by the Sellers and audited by the Sellers' independent accountants. After closing, we extended the delivery date for the final audited RE&C balance sheet for April 30, 2000 to January 14, 2001.
As part of the acquisition of RE&C, we undertook a comprehensive review of existing contracts that we acquired for the purpose of making a preliminary allocation of the acquisition price to the net assets acquired. As part of this review, we evaluated, among other matters, RECI's estimates of the costs at completion of the long-term contracts that were underway as of July 7, 2000 ("Acquisition Date
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EAC's"). During this process, information came to our attention that raised questions as to whether the Acquisition Date EAC's needed to be adjusted significantly. Our review process involved the analysis of an extensive amount of supporting data, including analysis of numerous, large construction projects in various stages of completion. Based on the information available at the time of the review, the preliminary results of this review indicated that the Acquisition Date EAC's of numerous long-term contracts required substantial adjustment. The adjustments resulted in contract losses or lower than market rate margins. As a result, in our report on Form 10-Q for the quarter ended September 1, 2000, we significantly decreased the carrying value of the net assets acquired and increased the goodwill associated with the transaction. Because many of the contracts we acquired contained either unrecorded losses or lower than market profits, these contracts were adjusted to their estimated fair value at the July 7, 2000 acquisition date in order to allow for a reasonable profit margin for completing the contracts, and a gross margin or normal profit reserve of $233,135 was established and recorded in billings in excess of cost and estimated earnings on uncompleted contracts.
Our review of the RE&C contracts and the purchase price allocation process continued thereafter and, based on the results of that review, we expected that, as a result of the purchase price adjustment process, the purchase price of RE&C would be adjusted downward by a significant amount. Subsequent to the quarter ended September 1, 2000, we completed the review and made additional adjustments to the contracts we had acquired, resulting from a more accurate determination of the actual contract status at the acquisition date.
The normal profit reserve has been reduced as work has been performed on the affected projects. The reduction results in reductions to cost of revenue and corresponding increases in gross profit, but has no effect on cash.
The establishment of the normal profit reserve and decreases in cost of revenue for the periods indicated are as follows:
| Normal profit reserve | ||||
| July 7, 2000 balance | $ | 233,135 | ||
| Cost of revenue (decrease) | (24,525 | ) | ||
| September 1, 2000 balance | 208,610 | |||
| Cost of revenue (decrease) | (25,746 | ) | ||
| December 1, 2000 balance | 182,864 | |||
| Cost of revenue (decrease) | (30,498 | ) | ||
| March 2, 2001 balance | 152,366 | |||
| Adjustments on reformed and rejected contracts (see fourth paragraph below) | (53,376 | ) | ||
| Cost of revenue (decrease) | (22,332 | ) | ||
| June 1, 2001 balance | $ | 76,658 | ||
An audited RE&C April 30, 2000 balance sheet was not delivered by the Sellers, and therefore, on February 27, 2001, we filed a lawsuit against the Sellers seeking specific performance of the purchase price adjustment provisions of the Stock Purchase Agreement. On March 8, 2001, we amended our complaint to also seek money damages for misstatements and omissions allegedly made by the Sellers. Our lawsuit seeking specific performance was successful, and we and the Sellers thereafter commenced an arbitration proceeding to determine the purchase price adjustment. A significant arbitration claim was ultimately filed against the Sellers, as discussed below.
During the spring of 2000, in connection with the acquisition of RE&C, we received from the Sellers audited RECI financial statements at December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999 and unaudited RECI financial statements as of and
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for the three months ended April 2, 2000 and April 4, 1999. In accordance with federal securities law disclosure requirements, we filed on July 13, 2000 those audited and unaudited financial statements and our related unaudited pro forma condensed combined financial statements as of and for the year ended December 3, 1999 and for the quarter ended March 3, 2000 in a current report on Form 8-K. In our current report on Form 8-K filed March 8, 2001, we advised that, for the reasons stated in such report, the foregoing audited and unaudited financial statements of RECI, and our related unaudited pro forma condensed combined financial statements, which were derived therefrom, no longer should be relied upon.
On March 2, 2001, we announced that we faced severe near-term liquidity problems as a result of our acquisition of RE&C. On March 9, 2001, because of those liquidity problems, we suspended work on two large construction projects located in Massachusetts that were part of the acquisition. The Sellers had provided the customer with parent performance guarantees on those two contracts and the guarantees remained in effect after closing. Those performance guarantees required the Sellers to complete the work on the contracts in the event RE&C (owned by us as of July 7, 2000) did not complete them. The contracts were fixed-price in nature and our review of cost estimates indicated that there were substantial unrecognized future costs in excess of future contract revenues that were not reflected in RECI's Acquisition Date EAC's.
Upon our suspension of work, the Sellers undertook performance of those contracts pursuant to the outstanding performance guarantees. We, however, were obligated under the Stock Purchase Agreement to indemnify the Sellers for losses they incurred under those guarantees. The Sellers also assumed obligations under other contracts, primarily in the RE&C power generation construction business unit that resulted in significant additional indemnification obligations by us to the Sellers. As a result of costs it incurred to perform under the parent guarantees, the Sellers filed a claim against us in the bankruptcy process for approximately $940,000. As further discussed below, this claim was ultimately settled without payment to the Sellers in connection with the completion of our Plan of Reorganization. See Note 4, "Reorganization Case and Fresh-start Reporting." Until such settlement, we retained all liabilities related to the contracts, including normal profit reserves, on our balance sheet as accrued liabilities included in liabilities subject to compromise.
On May 14, 2001, because of the severe near-term liquidity problems resulting from our acquisition of RE&C, we filed for protection under Chapter 11 of the U.S. Bankruptcy Code. At various times between May 14, 2001 and November 20, 2001, we "rejected" numerous contracts (construction contracts, leases and others), as that term is used in the legal sense in bankruptcy law. Included in these rejections were numerous contracts that we acquired from the Sellers. Effective August 27, 2001, we also rejected the Stock Purchase Agreement.
During the pendency of the bankruptcy, we continued to negotiate with the Sellers a settlement of our outstanding litigation with respect to the RE&C acquisition. As a result of those negotiations, we reached a settlement regarding all issues and disputes between the parties, which settlement was incorporated into our Plan of Reorganization (the "Raytheon Settlement").