UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2002
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-30911
THE PBSJ CORPORATION
(Exact name of registrant as specified in its charter)
| FLORIDA |
59-1494168 | |
| (State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
2001 N.W. 107th AVENUE
MIAMI, FLORIDA 33172-2507
(Address of principal executive offices)
(305) 592-7275
(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 12(g) 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 ¨
As of January 31, 2003 there were 7,953,675 shares of Common Stock, $.00067 par value per share, outstanding.
FORM 10-Q
DECEMBER 31, 2002
TABLE OF CONTENTS
| Item Number |
CAPTION |
PAGE | ||
| PART I: |
FINANCIAL INFORMATION |
|||
| Item 1. |
3 | |||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
11 | ||
| Item 3. |
18 | |||
| Item 4. |
19 | |||
| PART II: |
OTHER INFORMATION |
|||
| Item 1. |
19 | |||
| Item 2. |
19 | |||
| Item 3. |
19 | |||
| Item 4. |
19 | |||
| Item 5. |
20 | |||
| Item 6. |
20 | |||
| 21 | ||||
| 22 | ||||
2
PART I
| THE PBSJ CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) |
||||||||
| December 31, 2002 |
September 30, 2002 |
|||||||
| (Unaudited) |
||||||||
| Assets |
||||||||
| Current Assets: |
||||||||
| Cash and cash equivalents |
$ |
4,573 |
|
$ |
2,967 |
| ||
| Marketable securities |
|
471 |
|
|
432 |
| ||
| Accounts receivable, net |
|
39,723 |
|
|
45,275 |
| ||
| Unbilled fees, net |
|
31,619 |
|
|
30,149 |
| ||
| Other current assets |
|
6,889 |
|
|
4,826 |
| ||
| Total current assets |
|
83,275 |
|
|
83,649 |
| ||
| Property and equipment, net |
|
33,057 |
|
|
32,601 |
| ||
| Cash surrender value of life insurance |
|
6,761 |
|
|
6,622 |
| ||
| Deferred income taxes |
|
7,087 |
|
|
6,141 |
| ||
| Other assets |
|
8,576 |
|
|
7,390 |
| ||
| Total assets |
$ |
138,756 |
|
$ |
136,403 |
| ||
| Liabilities and Stockholder’s Equity |
||||||||
| Current Liabilities: |
||||||||
| Accounts payable and accrued expenses |
|
22,186 |
|
|
24,793 |
| ||
| Current portion of long-term debt |
|
1,015 |
|
|
991 |
| ||
| Accrued vacation |
|
5,298 |
|
|
6,565 |
| ||
| Deferred income taxes |
|
15,761 |
|
|
13,652 |
| ||
| Total current liabilities |
|
44,260 |
|
|
46,001 |
| ||
| Long-term debt, less current portion |
|
28,039 |
|
|
20,996 |
| ||
| Deferred compensation |
|
6,109 |
|
|
5,932 |
| ||
| Other liabilities |
|
5,137 |
|
|
4,727 |
| ||
| Total liabilities |
|
83,545 |
|
|
77,656 |
| ||
| Stockholders’ Equity: |
||||||||
| Redeemable common stock, par value $0.00067, 15,000,000 shares authorized, 7,994,408 and 8,346,524 shares issued and outstanding at December 31, 2002 and September 30, 2002, respectively. Redeemable common stock had a redemption value of $142,300 and $118,521 at December 31, 2002 and September 30, 2002, respectively. |
|
5 |
|
|
6 |
| ||
| Retained earnings |
|
57,521 |
|
|
60,981 |
| ||
| Accumulated other comprehensive loss |
|
(456 |
) |
|
(501 |
) | ||
| Unearned compensation |
|
(1,859 |
) |
|
(1,739 |
) | ||
| Total stockholders’ equity |
|
55,211 |
|
|
58,747 |
| ||
| Total liabilities and stockholders’ equity |
$ |
138,756 |
|
$ |
136,403 |
| ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
| THE PBSJ CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) |
||||||||
| Three months ended December 31, |
||||||||
| 2002 |
2001 |
|||||||
| (Unaudited) |
||||||||
| STATEMENTS OF OPERATIONS DATA: |
||||||||
| Earned revenue: |
||||||||
| Engineering fees |
$ |
85,084 |
|
$ |
83,554 |
| ||
| Direct expenses |
|
18,683 |
|
|
20,222 |
| ||
| Net earned revenue |
|
66,401 |
|
|
63,332 |
| ||
| Costs and expenses: |
||||||||
| Direct salaries |
|
23,842 |
|
|
22,898 |
| ||
| General and administrative expenses |
|
38,344 |
|
|
35,782 |
| ||
| Total costs and expenses |
|
62,186 |
|
|
58,680 |
| ||
| Operating income |
|
4,215 |
|
|
4,652 |
| ||
| Other income (expenses): |
||||||||
| Interest expense |
|
(259 |
) |
|
(242 |
) | ||
| Other, net |
|
235 |
|
|
196 |
| ||
| Total other expenses |
|
(24 |
) |
|
(46 |
) | ||
| Income before income taxes |
|
4,191 |
|
|
4,606 |
| ||
| Provision for income taxes |
|
1,425 |
|
|
1,532 |
| ||
| Net income |
$ |
2,766 |
|
$ |
3,074 |
| ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
| THE PBSJ CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, except per share data) |
||||||||
| Three months ended December 31, |
||||||||
| 2002 |
2001 |
|||||||
| (Unaudited) |
||||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ |
2,766 |
|
$ |
3,074 |
| ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
| Other |
|
(47 |
) |
|
— |
| ||
| Depreciation and amortization |
|
2,074 |
|
|
2,400 |
| ||
| Provision for bad debt and unbillable amounts |
|
72 |
|
|
109 |
| ||
| Provision for deferred income taxes |
|
1,000 |
|
|
— |
| ||
| Provision for deferred compensation |
|
294 |
|
|
165 |
| ||
| Change in operating assets and liabilities, net of acquisitions: |
||||||||
| Decrease in accounts receivable |
|
5,903 |
|
|
1,826 |
| ||
| (Increase) decrease in unbilled fees |
|
(1,408 |
) |
|
879 |
| ||
| Increase in other current assets |
|
(2,039 |
) |
|
(1,104 |
) | ||
| Increase in other assets |
|
(15 |
) |
|
(308 |
) | ||
| Decrease in accounts payable and accrued expenses |
|
(5,954 |
) |
|
(9,631 |
) | ||
| Decrease in accrued vacation |
|
(1,311 |
) |
|
(850 |
) | ||
| Increase (decrease) in other liabilities |
|
406 |
|
|
(37 |
) | ||
| Net cash provided by (used in) operating activities |
|
1,741 |
|
|
(3,477 |
) | ||
| Cash flows from investing activities: |
||||||||
| Investment in life insurance policies |
|
(91 |
) |
|
(141 |
) | ||
| Acquisitions, net of cash acquired |
|
(1,331 |
) |
|
— |
| ||
| Sale of property and equipment |
|
15 |
|
|
138 |
| ||
| Purchase of property and equipment |
|
(2,514 |
) |
|
(1,787 |
) | ||
| Net cash used in investing activities |
|
(3,921 |
) |
|
(1,790 |
) | ||