SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2003
Commission File Number 0-30911
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
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($.00067 Par Value)
(Title of class)
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 filings for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. ¨
The number of shares of Common Stock outstanding as of November 30, 2003 was 7,895,581. The aggregate market value of the voting stock held by non-affiliates of the registrant based on the $22.50 closing price for the registrants Common Stock on December 30, 2003 was approximately $58,459,275. Directors, executive officers and 10% or greater shareholders are considered affiliates for purposes of this calculation but should not necessarily be deemed affiliates for any other purpose.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Report on Form 10-K incorporates information by reference from the registrants definitive Proxy Statement to be used in conjunction with its fiscal 2004 Annual Meeting of Shareholders.
THE PBSJ CORPORATION
FORM 10-K
SEPTEMBER 30, 2003
| Item Number |
CAPTION |
PAGE | ||
| PART I: | ||||
| Item 1. | Business | 3 | ||
| Item 2. | Properties | 15 | ||
| Item 3. | Legal Proceedings | 16 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 16 | ||
| PART II: | ||||
| Item 5. | Market for the Registrants Common Equity and Related Stockholder Matters | 17 | ||
| Item 6. | Selected Financial Data | 18 | ||
| Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||
| Item 8. | Financial Statements and Supplementary Data | 33 | ||
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 52 | ||
| Item 9A | Controls and Procedures | 52 | ||
| PART III: | ||||
| Item 10. | Directors and Executive Officers of the Registrant | 52 | ||
| Item 11. | Executive Compensation | 52 | ||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management | 52 | ||
| Item 13. | Certain Relationships and Related Transactions | 52 | ||
| Item 14. | Principal Accountant Fees and Services | 53 | ||
| PART IV: | ||||
| Item 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K | 53 | ||
| Signatures | 56 | |||
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report and the information incorporated by reference in it include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as may, will, anticipate, estimate, expect, or intend and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations in such forward-looking statements will turn out to be correct. Factors that impact such forward looking statements include, among others, our ability to attract additional business, the timing of projects and the potential for contract cancellation by our customers, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable, risks of competition, changes in general economic conditions and interest rates, the risk that the Internal Revenue Service or the courts may not accept the amount or nature of one or more items of deduction, loss, income or gain as reported by the Company for tax purposes and the possible outcome of pending litigation and our actions in connection with such litigation. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
PART I
| ITEM 1. | BUSINESS |
General
The PBSJ Corporation and its subsidiaries is an employee-owned professional services organization that provides a broad range of planning, design and construction services to a variety of public and private sector clients. Our four major business segments are transportation, environmental, civil engineering and construction management, representing 41%, 27%, 17%, and 15%, respectively, of our fiscal 2003 revenues. We utilize our expertise in engineering, planning, management, environmental, architectural and surveying disciplines to solve complex problems in each of these basic service areas. We provide these services through our staff of approximately 3,200 professional, technical and support personnel. We believe our multi-disciplinary approach to problems facilitates our ability to effectively meet the needs of our clients.
Since our founding in 1960, we have grown from a small civil engineering practice with operations only in South Florida to a national design firm offering a full range of engineering, architectural and planning services throughout the United States. Evidencing this, in 2003, Engineering News-Record ranked Post, Buckley, Schuh & Jernigan, Inc. 5th on its list of the top 100 pure design firms (traditional design firms with no construction capability) in the United States, based on design revenue. During fiscal 2003, we provided services to approximately 3,000 clients in the public and private sectors. Approximately 95% of our clients had previously used our services. In fiscal 2003, 79% of our net revenues were derived from the public sector and 21% from the private sector.
We have built an organization composed of highly skilled professionals and top-level technical and administrative personnel with a wide variety of scientific, engineering, architectural and management resources. These resources enable us to develop and implement innovative long-term solutions to the complex problems of our clients, many of which are the subject of public concern and extensive governmental regulation. We assist our clients in responding to these concerns, in obtaining governmental permits and approvals and in complying with applicable laws and regulations.
We began operations on February 29, 1960. Our holding company, The PBSJ Corporation, was incorporated in 1973. We engage in business primarily through two wholly-owned subsidiaries: Post, Buckley, Schuh & Jernigan, Inc., a Florida corporation (through which we provide the majority of our engineering, architectural and planning services) and PBS&J Construction Services, Inc. (through which we provide the majority of our construction management services). In addition, we have two other active subsidiaries: Seminole Development Corporation (through which we hold title to certain of our real property); and Post, Buckley International, Inc. (through which we provide services to our international clients). During the fiscal year ended September 30, 2003, Post Buckley International, Inc. did not generate any revenues from international clients. In this Form 10-K, all references to PBSJ or our operations refer to The PBSJ Corporation and its wholly-owned subsidiaries and the activities of these entities on a consolidated basis. Our executive offices are located at 2001 N.W. 107th Avenue, Miami, Florida.
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Acquisitions
Throughout our history, PBSJ has made selected strategic acquisitions to increase the firms geographic presence in the West and Central regions, to enhance its technical capabilities firm-wide and to solidify our operations in the Eastern region. Once we acquire a firm it is integrated and consolidated into our existing operations and the subsidiary ceases to exist as a separate operating entity. The following acquisitions occurred in the last three years:
| o | January 2001 J. Powell & Associates, Inc. The Company acquired certain assets from J. Powell & Associates, Inc., on January 1, 2001 for $2.2 million less the amount of J. Powells accrued vacation at January 1, 2001. The assets acquired include fixed assets, goodwill, of the trade name and deposits on leased properties. The acquisition of these assets contributed to the Companys goal of increasing its presence in the Western region. J. Powells areas of specialty included civil engineering, environmental engineering and construction management in both the private and public sectors. The acquisition was accounted for using the purchase method of accounting, and the results of operations were included as of the respective date of acquisition, which is January 1, 2001. |
| o | The Company acquired the stock of Durham Technologies, Inc. (DTI) on December 1, 2002 for $1.5 million, net of cash acquired. The acquisition of DTI contributes to the Companys goal of enhancing its presence in the growing civil engineering market in the surrounding Atlanta area. DTIs area of specialty includes risk management and risk assessment for public sector clients, primarily Federal. The purchase price has been allocated to the respective assets and liabilities based upon their estimated fair values as of the acquisition date. The allocation of the purchase price resulted in assets of $1.7 million, including approximately $0.7 million of goodwill, $0.5 million of identifiable intangible assets and liabilities of $0.2 million. The results of operations are included from the date of acquisition. |
| o | On March 19, 2003, the Company acquired the stock of Welker & Associates, Inc. (Welker) for $4.4 million, comprised of $4.0 million in cash and $400,000 of the Companys common stock. The acquisition of Welker contributes to the Companys goal of enhancing its presence in the growing Atlanta market. Welkers areas of specialty include water, wastewater and stormwater management for Georgias local governments. The purchase price has been allocated to the respective assets and liabilities based upon their estimated fair values as of the acquisition date. The allocation of the purchase price resulted in assets of $5.1 million, including approximately $2.2 million of goodwill, $1.2 million of identifiable intangible assets and liabilities of $0.7 million. |
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Business Segments
The following table sets forth our revenues, in thousands, from each of our four basic business segments for each of the three years ended September 30, 2003, 2002, and 2001, and the approximate percentage of our total revenues attributable to each business segment:
| 2003 |
2002 |
2001 |
||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||
| Revenues |
% |
Revenues |
% |
Revenues |
% |
|||||||||||||
| Transportation |
$ | 158,675 | 41 | % | $ | 143,655 | 42 | % | $ | 128,098 | 41 | % | ||||||
| Environmental |
106,799 | 27 | 91,124 | 26 | 75,676 | 24 | ||||||||||||
| Civil Engineering |
65,099 | 17 | 65,115 | 19 | 70,104 | 22 | ||||||||||||
| Construction Management |
58,583 | 15 | 44,567 | 13 | 40,228 | 13 | ||||||||||||
Additional information concerning segment profit and loss and assets is set forth in Item 7 under the caption entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and in Item 8, Note 12 of Notes to Financial Statements which are incorporated herein by reference.
Transportation
Industry Overview
The need to modernize and upgrade the transportation infrastructure in the United States has been a source of continued business for us through the last ten years. Fueling the initial growth in this market was the Intermodal Surface Transportation Efficiency Act (ISTEA) of 1991. ISTEA placed funding emphasis on intermodalism and transportation efficiency, and established comprehensive planning systems. In 1998, ISTEA was reauthorized as the Transportation Equity Act for the 21st Century (TEA-21). TEA-21 earmarks $218 billion for highway and transit projects through 2003. Although a United States federal program, TEA-21 provides state and local governments considerable flexibility in project selection. TEA-21 has been extended through February, 2004 and will likely be reauthorized through 2009 at similar funding levels. In 2000, the Federal Government established the Wendell H. Ford Aviation Act for the 21st Century (AIR-21). This greatly increased aviation capital improvement funding nationwide.
Our Services
Our activities in this area generally involve planning, design, right of way acquisition, development and design of intelligent transportation services and program construction management services for multiple transportation modes, including interstate and primary highways, tollroads, arterials, bridges, transit systems, airports and port facilities. We currently serve 15 state departments of transportation throughout the United States and numerous tollroad, transit, and aviation authorities.
Our Program Management group provides many of our governmental clients the necessary resources to manage large infrastructure programs from concept through construction. Our services include planning, programming, and contract support. During production we develop design standards, manage projects, perform design reviews and develop cost estimates. Following production, we (1) facilitate environmental permitting, (2) coordinate right-of-way administration and (3) provide construction management oversight.
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During 2003, projects in our Transportation Division included:
| | Providing General Engineering Consulting Services to a number of Tollroad agencies including: |
| Ø | Floridas Turnpike Enterprise |
| Ø | Orlando Orange County Expressway Authority |
| Ø | Miami Dade Expressway Authority |
| Ø | Texas Turnpike Authority |
| | Providing business planning and program development support to North Carolinas new Turnpike Authority Board. |
| | Preparation of an Environmental Impact Statement for I-70 improvements and a transit rail connection between downtown Denver and the Denver International Airport. |
| | Providing Intelligent Transportation System design for the Advanced Traveler Information System and Advanced Traffic Management System on I-95 in Jacksonville, Florida. |
| | Providing engineering support services for a new East-West Runway at George Bush International Airport in Houston, Texas. |
Environmental
Industry Overview
Over the past thirty years, significant environmental laws at the federal, state and local levels have been enacted in response to public concern over the health of the nations air, water, and natural resources. Those laws and their implementation through regulation affect numerous industrial and governmental actions and form a key market driver for the services of our Environmental business segment.
Two federal environmental laws, The Safe Drinking Water Act of 1974 and the Clean Water Act of 1972, continue to drive this segment of our business. Pursuant to these laws, Congress has authorized significant monies to assist state and local governments. According to the Environmental Protection Agency (EPA), as much as $23 billion a year will be needed for construction and upgrade of water and wastewater treatment facilities over the next 20 years.
Our Services
Our Environmental business segment focuses on the delivery of planning, design and construction management services for private and public sector clients related to:
| Air Quality Management |
Flood Insurance Studies | |
| Energy Planning |
Hazardous and Solid Waste Management | |
| Cultural Resources Assessments |
Information Solutions | |
| Ecological Studies |
Wastewater Treatment | |
| Environmental Toxicology Analysis |
Water Resources | |
| Aquatic Treatment Systems |
Water Supply and Treatment | |
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During 2003, projects in our Environmental business segment included:
| | A multi-year contract with the Federal Emergency Management Agency (FEMA) to serve as Flood Mapping Coordination Contractor for FEMAs Central Region V (Illinois, Indiana, Michigan, Ohio, Minnesota and Wisconsin), Central Region VI (Texas, Oklahoma, Arkansas, Louisiana and New Mexico) and Central Region VII (Nebraska, Kansas, Idaho and Missouri). |
| | Providing engineering services during construction of the Washington Suburban Sanitary Commissions 20-million-gallons-per-day advanced Seneca Wastewater Treatment Plant in Montgomery County, Maryland, which utilizes biological nutrient removal. |
| | The state of Florida and the Federal government have reached an agreement to implement a Comprehensive Everglades Restoration Project (CERP) in south Florida. The CERP is budgeted to cost over $8 billion and the cost is to be shared equally between the Federal Government and the state and local agencies. The PBS&J team was selected by the Corps of Engineers to provide program management support activities on the Federal portion of the CERP. The joint venture contract is budgeted for up to $6 million/year and the contract is for 3 years with provisions for up to 5 renewal periods. |
| | The City of San Diego, California, has retained PBSJ to conduct a series of condition assessment investigations as part of a 10-year, $1.2-billion sewer assessment and rehabilitation program (one of the largest undertakings in the country) with the express purpose of reducing overflows and beach closures in San Diego County. With offices in Encinitas and San Diego, and an existing, strong relationship with the City; and substantial national resources to support this effort, PBSJ is uniquely poised to assist the City with this important program. |
Civil Engineering
Industry Overview
After several years of poor economic conditions, the economy began to show signs of slow recovery. Despite general economic conditions, spending and investment varied greatly between the markets we serve. Federal spending remained strong especially in the area of national defense, which increased opportunity and fortified our strategy for greater balance between the public and private sectors. The state and local government markets remained weak but the market for our specialized services in the area of risk and emergency management strengthened. The private sector began to strengthen in the second half of the year, although corporate development markets remained weak the residential sector spurred by low interest rates improved.
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Near term expectations are for the Federal sector to remain strong. As the economy expands its recovery, the private sector will strengthen. State and local governments markets will remain weak but will improve as increased tax revenue from private sector recovery trickles into the government sector.
Our Civil business will continue to focus its portfolio strategy to balance the public and private sectors with emphasis on the specialized Federal National Defense market and the disaster mitigation, response and emergency management market for state and local governments. We will continue our commitment to the private sector corporate real estate development and residential housing markets. Advanced technology application will be our strategy for competitive advantage and distinctiveness. These technologies include Geodata/Geographic Information Systems, database design and development, Global Positioning Systems (GPS) and advanced data collection systems including Laser based imaging and measurement, and application of web collaboration tools.
Our Services
Our Civil Engineering business provides general civil engineering as well as specialized services to public and private clients. Included in these services are: site engineering and surveys, infrastructure engineering, master planning, disaster mitigation planning and response, asset assessment and management, emergency management and architectural and landscape design.
Examples of our 2003 projects are as follows:
| | Emergency response and debris removal over a nine county area in North Carolina in response to two consecutive major ice storm events. Services included management, field inspection, oversight of specialized contractors and grant administration assistance for the North Carolina Department of Transportation. |
| | Engineering and architectural services for repair, maintenance, alteration and new construction for USDA research laboratories throughout the U.S. and its territories. |
| | Facility assessment, utilization studies, and map conversion services at 97 U.S. Army installations and 36 Department of Defense Dependant Schools across Europe for the U.S. Army Corps of Engineers. |
| | Development of a comprehensive Master Plan for Fort Belvoir for the U.S. Army Corps of Engineers. Existing and planned assets include 3,000 housing units, a new hospital, museum, headquarters and other administrative areas. |
| | Regional Strategic Plan for the U.S. Coast Guard. Encompasses all regional facilities including air station, waterfront facilities, 49 buildings and 25 acres at five locations. |
| | Engineering Services for a master planned, mixed use development known as Baldwin Park |
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on the former Orlando Naval Training Center.
| | Development of a Multi-Hazard Mitigation Plan for the Houston Galveston Area Council. The plan will implement risk assessment and all-hazard mitigation for the Greater Houston Area. |
| | Continued development, testing, and integration of the HAZUS-MH software, models and GIS data for the National Institute of Building Services and the Federal Emergency Management Agency (FEMA). The model is designed to quantify the consequences of natural disaster events, hurricanes, floods, and earthquakes. |
| | Engineering Design Services to correct ADA deficiencies at 22 schools for the Miami-Dade Public Schools. The work involves modification of facilities to meet or exceed the needs of the disabled. |
Construction Management
Industry Overview
The demand for our construction management services has also been fueled by the legislation and industry trends that are driving the growth in our Transportation and Environmental business segments, including ISTEA and TEA-21. These trends have resulted in a large number of infrastructure projects throughout the United States, which are subject to increasingly complex governmental regulations. The role of the construction manager has become increasingly important to the success of these projects, requiring a new level of versatility and a wide range of skills. Both public and private sector entities are under pressure to complete these projects at accelerated schedules, resulting in a myriad of project delivery systems. With limited in-house staff, these entities must rely on experienced construction managers to complete the project on time and within budget.
Our Services
In the area of construction management, we provide a wide range of services as an agent for our clients, including contract administration, inspection, field-testing, scheduling/estimating, instituting project controls and quality assessment. Although we do not construct or build any projects, we may act as the program director of a project whereby on behalf of the owner of the project, we provide scheduling, cost estimating and construction observation services for the project, or our services may be limited to providing construction consulting.
During 2003, projects in our Construction Management Division included:
| | Providing construction engineering and inspection services to the Departments of Transportation in Alabama, Arkansas, Colorado, Nevada, Texas, Florida, Georgia, North Carolina and Mississippi as well as to various municipalities such as Cobb County Water & Sewer Department, GA; Collier County, FL; Commerce City, CO; Douglas County, CO; and Fulton County, GA . |
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| | Providing construction administration to the Clark County (Nevada) Department of Public Works, as well as the City of Oceanside (California). |
| | Performing Structural Inspection Services for hurricane shelters for the State of Florida, Department of Community Affairs. |
| | Performing Vertical Code Compliance for Miami-Dade Community College (Florida). |
| | Providing comprehensive services, including cost estimating, scheduling and construction claims reviews, to the school boards of Miami-Dade County and Broward County, Florida; York County, SC; Cobb County DOT in Georgia and TTA (Texas Turnpike Authority now included as a part of TxDot). |
| | Providing construction-related services to BellSouth throughout Florida and Georgia, including quality assurance inspections, verification of contractors invoices, damage inspections and responding to natural disasters. |
| | Providing construction inspection services nationally to the National Park Service and Federal Highway Administrations Central and Western Lands Division. |
| | Working as the Owners Representative providing construction management for a twin high-rise vertical project in Miami, Florida. |
Other Services
Among our four national business segments, we have a National Information Solutions Division to address the digital infrastructure needs of our clients. These services include: needs analysis, training, database design and development, desktop and web-based application development, system integration, and geographic information systems. Recent projects, which have allowed our information solutions to address client needs include:
| | Development and implementation of numerous web-based GIS tools for operations, customer service, and master planning for Orange County Utilities, Florida greatly enhancing their daily business processes. |
| | Development and deployment of robust desktop software tools for full automation of FEMAs Digital Flood Insurance Rate Map (DFIRM) production process and the development and enhancement of the FEMA DFIRM geodatabase model. |
| | Development of the Watershed Environmental Baseline (WEB) Map geodatabase model for Harris County Flood Control District, Texas to provide the foundational environment for all upcoming watershed basin analysis projects in the region. |
| | Development of automated data collection tools for various transportation and transit project nationwide, including support for environmental assessment for Colorado DOT and for Fairfax County, Virginia. |
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| | Development and deployment of Watershed Analyst Version 1 for automated pre/post processing for hydrologic and hydraulic modeling in support of watershed/basin studies and floodplain determination. |
| | Enhancement of ROW TRACKER, a robust web-based application for full automation of the right-of-way acquisition process in use by numerous PBS&J clients nationwide. |
| | Development of an automated web-based system for debris removal management in support of large natural disaster events on the US east coast including winter ice storms in North Carolina and Hurricane Isabel in Virginia. |
Clients
Through our four national business segments, we provide our services to a broad range of clients, including state, local and municipal agencies, the Federal government and private sector businesses. Our state and local government clients include approximately 15 state departments of transportation, water utilities, local power generators, waste water treatment agencies, environmental protection agencies, schools and colleges, law enforcement, judiciary, hospitals and healthcare providers. During 2003, we provided services to Federal agencies, including the Army Corps of Engineers, EPA, Navy, Air Force, Coast Guard, United States Postal Service, FEMA, National Parks Service, and Department of Energy, and local entities. Our contracts with federal, state and local entities are subject to various methods of determining fees and costs. See Contract Pricing and Terms of Engagement for further discussion of our pricing arrangements with governmental clients.
Our private sector clients include retail and commercial, entertainment, railroad, petro-chemical, food, telecommunications, oil and gas, power, semi-conductor, transportation, technology, public utility, mining and forest products entities. The table below indicates the revenue generated, by client type, for each of the three years ended September 30, 2003, 2002 and 2001.
| 2003 |
2002 |
2001 |
||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||
| Domestic |
||||||||||||||||||
| Local and state agencies |
$ | 277,462 | 71 | % | $ | 237,165 | 69 | % | $ | 201,037 | 64 | % | ||||||
| Federal agencies |
31,600 | 8 | 26,494 | 8 | 21,530 | 7 | ||||||||||||
| Private businesses |
80,094 | 21 | 80,562 | 23 | 89,735 | 28 | ||||||||||||
| International |
| 0 | 240 | 0 | 1,804 | 1 | ||||||||||||
| Total |
$ | 389,156 | 100 | % | $ | 344,461 | 100 | % | $ | 314,106 | 100 | % | ||||||
In 2003, we derived approximately 18% of our engineering fees from various districts and departments of the Florida Department of Transportation (FDOT) under numerous contracts. While we believe the loss of any individual contract would not have a material adverse effect on our results of operations and would not adversely impact our ability to continue work under our other contracts with the FDOT, the loss of all the
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FDOT contracts would have a material adverse effect on our results of operations by causing a material decrease in our revenues and profits.
International Business
During fiscal 2003, we did not have any revenues from international operations. Prior to fiscal 2003, these revenues had been declining since we were not entering into any new international contracts. We do not currently have any plans to expand or grow our international operations.
Marketing
Marketing activities are conducted by key operating and executive personnel, including specifically assigned business development personnel, as well as through professional personnel who develop and maintain new and existing client relationships. Our continued ability to compete successfully in the areas in which we do business is largely dependent upon aggressive marketing, the development of information regarding client requirements, the submission of responsive cost-effective proposals and the successful completion of contracts. Information concerning private and governmental requirements is obtained, during the course of contract performance, from formal and informal briefings, from participation in activities of professional organizations, and from literature published by the government and other organizations.
Contract Pricing and Terms of Engagement
We earn our revenues for the various types of services we provide through cost-plus, time-and-materials, fixed price contracts, and contracts which combine any of these methods.
Cost-Plus Contracts. Under our cost-plus contracts, we charge clients negotiated rates based on our direct and indirect costs. Labor costs and sub-contractor services are the principal components of our direct costs. Federal Acquisition Regulations, which are applicable to all Federal government contracts and which are partially incorporated in many local and state agency contracts, limit the recovery of certain specified indirect costs or contracts subject to such regulations. In negotiating a cost-plus contract, we estimate all recoverable direct and indirect costs and then add a profit component, which is either a percentage of total recoverable costs or a fixed negotiated fee, to arrive at a total dollar estimate for the project. We receive payment based on the total actual number of labor hours expended. If the actual total number of labor hours is lower than estimated, the revenues from that project will be lower than estimated. If the actual labor hours expended exceed the initial negotiated amount, we must obtain a contract modification to receive payment for such overage. During fiscal 2003, approximately 18% of our contracts were cost-plus contracts, primarily with state and local government agencies.
Cost-plus contracts covered by Federal Acquisition Regulations and certain state and local agencies require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs. There are no open or pending audits by federal or state authorities as of September 30, 2003. The result of our last audit for the year ended September 30, 2002 resulted in no adjustments. Our contracts with governmental entities, once executed, are not subject to renegotiation of profits at the election of the government, however, they are subject to continued funding. Our contracts generally provide that we receive our profit on a periodic basis through the course of the project. Therefore, if a governmental agency fails to fund for a successive year, our profit will have been proportionally received as recognized.
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Time-and-Materials Contracts. Under our time-and-materials contracts, we negotiate hourly billing rates and charge our clients based on actual time expended. In addition, clients reimburse us for the actual out-of-pocket costs of materials and other direct incidental expenditures incurred in connection with performing the contract. Our profit margins on time-and-materials contracts fluctuate based on actual labor and overhead costs directly charged or allocated to contracts compared with negotiated billing rates. During fiscal 2003, approximately 59% of our contracts were time-and-materials contracts, primarily with federal, state and local agencies, as well as some private sector clients.
Fixed-Price Contracts. Under our fixed-price contracts, clients pay us an agreed sum negotiated in advance for the specified scope of work. Under fixed-price contracts, we make no payment adjustments if we over-estimate or under-estimate the number of labor hours required to complete the project, unless there is a change of scope in the work to be performed. Accordingly, our profit margin will increase to the extent the number of labor hours and other costs are below the contracted amounts. The profit margin will decrease and we may realize a loss on the project if the number of labor hours required and other costs exceed the estimate. During fiscal 2003, approximately 23% of our contracts were fixed-price contracts, primarily with private sector clients.
Competition
We face active competition in all areas of our business. As we provide a wide array of engineering, architectural, planning and construction management services to companies in various industries throughout the United States, we encounter a different group of competitors in each of our markets. Our competitors include (1) national and regional design firms like PBSJ that provide a wide range of design services to clients in all industries, including CH2M Hill and Parsons Brickerhoff, (2) industry specific firms that provide design as well as other services to customers in a specific industry, for example environmental firms such as Montgomery Watson, Camp Dresser and McKee, Inc., and (3) local firms that provide some or all of our services in one of our markets. Some of our competitors are larger, more diversified firms having substantially greater financial resources and larger professional and technical staffs than ours. Competition for major contracts is frequently intense and may entail public submittals and multiple presentations by numerous firms seeking to be awarded the contract. The extent of competition we will encounter in the future will vary depending on changing customer requirements in terms of types of projects and technological developments. It has been our experience that the principal competitive factors for the type of service business in which we engage are a firms demonstrated ability to perform certain types of projects, the clients own previous experience with competing firms, the firms size and financial condition and the cost of the particular proposal.
No one firm currently dominates a significant portion of the sectors in which we compete. Given the expanding demand for some of the services provided by PBSJ, it is likely that additional competitors will emerge. At the same time, consolidation continues to occur in certain of the sub-segments of the industry in the United States, including the environmental-focused firms.
We believe that we will retain the ability to compete effectively with other firms that provide similar services by continuing to offer a broad range of high-quality consulting and environmental, transportation, and engineering and construction management services through our network of offices. Among other things, the wide range of expertise, which we possess, permits us to remain competitive in obtaining government contracts despite shifts in governmental spending emphasis. Our multi-disciplinary capabilities enable us to compete more effectively for clients whose projects require that the expertise of professionals in a number of different disciplines be brought to bear in the problem solving effort. We believe that our ability to offer our services
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over a large part of the United States is a positive factor in enabling us to attract and retain clients who have a need for our services in different parts of the country.
Backlog
Our backlog for services was estimated to be approximately $331.8 million and $339.0 million as of September 30, 2003 and 2002, respectively. We define backlog as contracted task orders less previously recognized revenue on such task orders. U.S. government agencies, and many state and local governmental agencies, operate under annual fiscal appropriations and fund various contracts only on an incremental basis. Our ability to realize revenues from our backlog depends on the availability of funding for various federal, state and local government agencies.
A majority of our customer orders or contract awards and additions to contracts previously awarded are received or occur at random during the year and may have varying periods of performance. The comparison of backlog amounts on the same date in successive years is not necessarily indicative of trends in our business or future revenues.
The major components of our operating costs are payroll and payroll-related costs. Since our business is dependent upon the reputation and experience of our personnel and adequate staffing, a reasonable backlog is important for the scheduling of operations and for the maintenance of a fully-staffed level of operations.
Regulation
Compliance with federal, state and local regulations, which have been enacted or adopted relating to the protection of the environment is not expected to have any material effect upon the capital expenditures, earnings and competitive position of PBSJ.
Personnel
As of September 30, 2003, we employed approximately 3,200 persons, of which approximately 360 were part time employees. Most of our employees are professional or technical personnel having specialized training and skills, including engineers, architects, analysts, scientists, management specialists, technical writers and skilled technicians. Although many of our personnel are highly specialized in certain areas and while there is a nationwide shortage of certain qualified technical personnel, we are not currently experiencing any material difficulty in obtaining the personnel we require to perform under our contracts. We believe that our future growth and success will depend, in large part, upon our continued ability to attract and retain highly qualified personnel. We believe our employee relations to be good.
Liabilities and Insurance
When we perform services for our clients, we can become liable for breach of contract, personal injury, property damage and negligence. Such claims could include improper or negligent performance or design, failure to meet specifications and breaches of express or implied warranties. Our clients often require us to contractually assume liabilities for damage or personal injury to the client, third parties and their property and for fines and penalties. Because our projects are typically large enough to affect the lives of many people, the damages available to a client or third parties are potentially large and could include punitive and consequential
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damages. For example, our transportation projects involve services that affect not only our client, but also many end users of those services.
We seek to protect PBSJ from potential liabilities by obtaining indemnification, where possible, from our public and private sector clients. However, even when we obtain such indemnification, it is generally not available if we fail to satisfy specified standards of care in performing our services or if the indemnifying person has insufficient assets to cover the liability. Therefore, we also seek to protect PBSJ by maintaining a full range of insurance coverage, including workers compensation, general and professional liability (including pollution liability) and property coverage. Our professional liability coverage is on a claims made basis (which means that the policy provides liability coverage for all claims made during the policy period, regardless of when the action occurred), while the rest of our insurance coverage is on an occurrence basis (which means that the policy provides liability coverage only for injury or damage arising from an action that occurs during the policy period, regardless of when the claim is actually made). Our professional liability insurance provides for annual coverage of up to $30 million with an annual deductible of $3.0 million. Based upon our previous experience with such claims and lawsuits, we believe our insurance coverage is adequate for all of our present operational activities, although there can be no assurances that such coverage will prove to be adequate in all cases. A successful claim or claims in an amount in excess of our insurance coverage for which there is not coverage could have a material adverse effect on our financial position and results of operation.
Available Information
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available without charge on our web site, www.pbsj.com, as soon as reasonably practicable after they are filed electronically with the SEC. We are providing the address to our internet site solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents of the web site into this report.
| ITEM 2. | PROPERTIES |
We own our executive offices located at 2001 N.W. 107th Avenue, Miami, Florida 33172, which consists of approximately 100,000 square feet of office space. We own our Orlando office located at 482 South Keller Road, Orlando, Florida 32810, which consists of approximately 90,000 square feet of office space. The Orlando office building is held as collateral under the Companys mortgage note. We own two additional office buildings in Homestead, Florida and Hollywood, Florida through our wholly-owned subsidiary, Seminole Development Corporation. The Homestead property is currently being leased to a third party. The Hollywood office is used for providing professional services to clients.
We lease an additional 71 offices in 19 states in the United States and Puerto Rico, all of which are used for our four major business segments. Aggregate lease payments during fiscal year 2003 were approximately $11.4 million.
We believe that substantially all of our property and equipment are, in general, well maintained and in good operating condition. They are considered adequate for present needs, and as supplemented by planned construction, are expected to remain adequate for the near future.
We are of the opinion that we, or our subsidiaries, have clear title to the properties owned and used in our business, subject to liens for current taxes and easements, restrictions and other liens, which do not materially detract from the value of the properties or our interest in the properties or the use of those properties in our business.
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| ITEM 3. | LEGAL PROCEEDINGS |
We are party to various legal proceedings arising from our operations. We believe that we have sufficient professional liability insurance such that the outcome of any of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position or results of operations. However, if our insurance company were to deny coverage for a significant judgment or if a judgment were entered against us in an amount greater than our coverage, it could adversely affect our results of operations. Based upon our previous experience with claims and lawsuits, we believe our insurance coverage is adequate.
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
None.
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PART II
| ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
Market Information