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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Quarterly Report on

FORM 10-Q

(Mark one)

 

x

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

For the quarterly period ended March 31, 2003

 

 

 

o

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

 

For the transition period from __________ to __________

 

 

 

Commission File Number 1-7463

 

JACOBS ENGINEERING GROUP INC.


(Exact name of Registrant as specified in its charter)

 

Delaware

 

95-4081636


 


(State of incorporation)

 

(I.R.S. employer identification number)

 

 

 

1111 South Arroyo Parkway, Pasadena, California

 

91105


 


(Address of principal executive offices)

 

(Zip code)

 

 

 

(626) 578 - 3500


(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 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:

x  Yes

o  No

Number of shares of common stock outstanding at May 12, 2003: 55,329,669



Table of Contents
 

JACOBS ENGINEERING GROUP INC.

INDEX TO FORM 10-Q

 

Page No.

 


Part I – FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets -
March 31, 2003 (Unaudited) and September 30, 2002

3

 

 

 

 

Consolidated Statements of Earnings - Unaudited
Three and Six Months Ended March 31, 2003 and 2002

4

 

 

 

 

Consolidated Statements of Comprehensive Income  - Unaudited
Three and Six Months Ended March 31, 2003 and 2002

5

 

 

 

 

Consolidated Statements of Cash Flows - Unaudited
Six Months Ended March 31, 2003 and 2002

6

 

 

 

 

Notes to Consolidated Financial Statements - Unaudited

7 - 11

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12 - 17

 

 

 

Item 3.

Qualitative and Quantitative Disclosures about Market Risks

17

 

 

 

Item 4.

Controls and Procedures

17

 

 

 

Part II – OTHER INFORMATION

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

18

 

 

Item 6.

Exhibits and Reports on Form 8-K

19

 

 

 

Signatures

19

 

 

 

CERTIFICATIONS

20 - 21

Page 2


Table of Contents

Part I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)

 

 

March 31,
2003

 

September 30,
2002

 

 

 



 



 

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

76,884

 

$

48,469

 

Receivables

 

 

822,365

 

 

845,360

 

Deferred income taxes

 

 

59,520

 

 

66,609

 

Prepaid expenses and other

 

 

15,560

 

 

14,465

 

 

 



 



 

Total current assets

 

 

974,329

 

 

974,903

 

 

 



 



 

Property, Equipment and Improvements, Net

 

 

147,470

 

 

149,905

 

 

 



 



 

Other Noncurrent Assets:

 

 

 

 

 

 

 

Goodwill

 

 

393,469

 

 

390,953

 

Other

 

 

146,267

 

 

158,223

 

 

 



 



 

Total other noncurrent assets

 

 

539,736

 

 

549,176

 

 

 



 



 

 

 

$

1,661,535

 

$

1,673,984

 

 

 



 



 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Notes payable

 

$

37,685

 

$

5,962

 

Accounts payable

 

 

201,952

 

 

229,579

 

Accrued liabilities

 

 

325,689

 

 

322,618

 

Billings in excess of costs

 

 

126,015

 

 

155,114

 

Income taxes payable

 

 

33,948

 

 

27,144

 

 

 



 



 

Total current liabilities

 

 

725,289

 

 

740,417

 

 

 



 



 

Long-term Debt

 

 

—  

 

 

85,732

 

 

 



 



 

Other Deferred Liabilities

 

 

160,580

 

 

152,340

 

 

 



 



 

Minority Interests

 

 

5,204

 

 

5,882

 

 

 



 



 

Commitments and Contingencies

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

Capital stock:

 

 

 

 

 

 

 

Preferred stock, $1 par value, authorized - 1,000,000 shares, issued and outstanding - none

 

 

—  

 

 

—  

 

Common stock, $1 par value, authorized - 100,000,000 shares, 55,287,167 shares issued and outstanding at March 31, 2003; 54,765,374 shares issued and outstanding at September 30, 2002

 

 

55,287

 

 

54,765

 

Additional paid-in capital

 

 

124,701

 

 

110,778

 

Retained earnings

 

 

629,445

 

 

568,957

 

Accumulated other comprehensive loss

 

 

(36,663

)

 

(42,582

)

 

 



 



 

 

 

 

772,770

 

 

691,918

 

Unearned compensation

 

 

(2,308

)

 

(2,305

)

 

 



 



 

Total stockholders’ equity

 

 

770,462

 

 

689,613

 

 

 



 



 

 

 

$

1,661,535

 

$

1,673,984

 

 

 



 



 

See the accompanying Notes to Consolidated Financial Statements.

Page 3


Table of Contents

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
For the Three and Six Months Ended March 31, 2003 and 2002

(In thousands, except per share information)
(Unaudited)

 

 

For the Three Months
Ended March 31,

 

For the Six Months
Ended March 31,

 

 

 


 


 

 

 

2003

 

2002

 

2003

 

2002

 

 

 


 


 


 


 

Revenues

 

$

1,202,606

 

$

1,146,611

 

$

2,421,286

 

$

2,174,797

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct costs of contracts

 

 

(1,043,745

)

 

(1,000,071

)

 

(2,111,379

)

 

(1,890,736

)

Selling, general and administrative expenses

 

 

(110,347

)

 

(104,180

)

 

(214,550

)

 

(200,699

)

 

 



 



 



 



 

Operating Profit

 

 

48,514

 

 

42,360

 

 

95,357

 

 

83,362

 

 

 



 



 



 



 

Other (Expense) Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

139

 

 

443

 

 

390

 

 

1,061

 

Interest expense

 

 

(777

)

 

(1,825

)

 

(2,008

)

 

(4,088

)

Miscellaneous income, net

 

 

555

 

 

375

 

 

1,061

 

 

819

 

 

 



 



 



 



 

Total other expense, net

 

 

(83

)

 

(1,007

)

 

(557

)

 

(2,208

)

 

 



 



 



 



 

Earnings Before Taxes

 

 

48,431

 

 

41,353

 

 

94,800

 

 

81,154

 

Income Tax Expense

 

 

(16,951

)

 

(14,473

)

 

(33,180

)

 

(28,404

)

 

 



 



 



 



 

Net Earnings

 

$

31,480

 

$

26,880

 

$

61,620

 

$

52,750

 

 

 



 



 



 



 

Net Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.57

 

$

0.50

 

$

1.12

 

$

0.98

 

Diluted

 

$

0.56

 

$

0.49

 

$

1.10

 

$

0.96

 

 

 



 



 



 



 

See the accompanying Notes to Consolidated Financial Statements.

Page 4


Table of Contents

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Six Months Ended March 31, 2003 and 2002
(In thousands)
(Unaudited)

 

 

For the Three Months
Ended March 31,

 

For the Six Months
Ended March 31,

 

 

 


 


 

 

 

2003

 

2002

 

2003

 

2002

 

 

 


 


 


 


 

Net Earnings

 

$

31,480

 

$

26,880

 

$

61,620

 

$

52,750

 

 

 



 



 



 



 

Other Comprehensive Income (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding (losses) gains on securities

 

 

(30

)

 

662

 

 

(18

)

 

981

 

Less: reclassification adjustment for gains realized in net earnings

 

 

(637

)

 

(632

)

 

(1,949

)

 

(1,372

)

 

 



 



 



 



 

Unrealized (losses) gains on securities, net of reclassification adjustment

 

 

(667

)

 

30

 

 

(1,967

)

 

(391

)

Foreign currency translation adjustments

 

 

4,132

 

 

(1,455

)

 

7,158

 

 

(4,452

)

 

 



 



 



 



 

Other Comprehensive Income (Loss) Before Income Tax Benefit

 

 

3,465

 

 

(1,425

)

 

5,191

 

 

(4,843

)

Income Tax Benefit Relating to Other Comprehensive Income (Loss)

 

 

246

 

 

4

 

 

728

 

 

168

 

 

 



 



 



 



 

Other Comprehensive Income (Loss)

 

 

3,711

 

 

(1,421

)

 

5,919

 

 

(4,675

)

 

 



 



 



 



 

Total Comprehensive Income

 

$

35,191

 

$

25,459

 

$

67,539

 

$

48,075

 

 

 



 



 



 



 

See the accompanying Notes to Consolidated Financial Statements.

Page 5


Table of Contents

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, 2003 and 2002
(In thousands)
(Unaudited)

 

 

2003

 

2002

 

 

 



 



 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net earnings

 

$

61,620

 

$

52,750

 

Adjustments to reconcile net earnings to net cash flows from operations:

 

 

 

 

 

 

 

Depreciation and amortization of property, equipment and improvements

 

 

17,688

 

 

16,787

 

Gains on sales of assets

 

 

(2,424

)

 

(1,362

)

Changes in assets and liabilities, excluding the effects of businesses acquired:

 

 

 

 

 

 

 

Receivables

 

 

49,295

 

 

95,174

 

Prepaid expenses and other current assets

 

 

(257

)

 

2,159

 

Accounts payable

 

 

(36,626

)

 

(43,642

)

Accrued liabilities

 

 

9,077

 

 

26,885

 

Billings in excess of costs

 

 

(32,987

)

 

(51,616

)

Income taxes payable

 

 

14,143

 

 

(405

)

Deferred income taxes

 

 

269

 

 

6,798

 

Other, net

 

 

462

 

 

314

 

 

 



 



 

Net cash provided by operating activities

 

 

80,260

 

 

103,842

 

 

 



 



 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

Acquisitions of businesses, net of cash acquired

 

 

—  

 

 

(43,529

)

Additions to property and equipment

 

 

(15,685

)

 

(19,633

)

Disposals of property and equipment

 

 

2,856

 

 

731

 

Proceeds from sales of marketable securities and investments

 

 

3,367

 

 

5,007

 

Purchases of marketable securities and investments

 

 

(1,944

)

 

(1,949

)

Net decrease (increase) in other noncurrent assets

 

 

5,430

 

 

(8,484

)

 

 



 



 

Net cash used for investing activities

 

 

(5,976

)

 

(67,857

)

 

 



 



 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

Proceeds from long-term borrowings

 

 

164,354

 

 

200,708

 

Repayments of long-term borrowings

 

 

(178,629

)

 

(258,111

)

Net change in short-term borrowings

 

 

(44,346

)

 

18,786

 

Proceeds from issuances of common stock

 

 

13,240

 

 

10,154

 

Purchases of common stock for treasury

 

 

—  

 

 

(2,003

)

Change in other deferred liabilities

 

 

(694

)

 

3,385

 

 

 



 



 

Net cash used for financing activities

 

 

(46,075

)

 

(27,081

)

 

 



 



 

Effect of Exchange Rate Changes

 

 

206

 

 

(4,036

)

 

 



 



 

Increase in Cash and Cash Equivalents

 

 

28,415

 

 

4,868

 

Cash and Cash Equivalents at Beginning of Period

 

 

48,469

 

 

49,263

 

 

 



 



 

Cash and Cash Equivalents at End of Period

 

$

76,884

 

$

54,131

 

 

 



 



 

See the accompanying Notes to Consolidated Financial Statements.

Page 6


Table of Contents

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
MARCH 31, 2003

1.

The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q.  Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted.  Readers of this report should refer to the consolidated financial statements and the notes thereto incorporated into the latest Annual Report on Form 10-K of Jacobs Engineering Group Inc. and subsidiaries (the “Company”).

 

 

 

In the opinion of management of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the Company’s consolidated financial position at March 31, 2003 and September 30, 2002, its consolidated results of operations for the three and six months ended March 31, 2003 and 2002, its consolidated comprehensive income for the three and six months ended March 31, 2003 and 2002, and its consolidated cash flows for the six months ended March 31, 2003 and 2002.

 

 

 

The Company’s interim results of operations are not necessarily indicative of the results to be expected for the full year.

 

 

2.

As allowed by Statement of Financial Accounting Standards No. 123 – Accounting for Stock-Based Compensation (“SFAS 123”) – the Company has elected to continue to account for stock issued to its employees and outside directors in accordance with APB Opinion No. 25 – Accounting for Stock Issued to Employees (“APB 25”).  Accordingly, compensation cost is measured based on the excess, if any, of the market price of the Company’s common stock over the exercise price of a stock option, determined on the date the option is granted.

Page 7


Table of Contents

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
MARCH 31, 2003

 

SFAS 123 prescribes an optional, fair-value based method of accounting for stock-based compensation plans.  The following table illustrates the effect on net earnings and earnings per share if the Company determined compensation cost under SFAS 123 (in thousands, except per share data):


 

 

Three Months Ended
March 31,

 

Six Months Ended
March 31,

 

 

 


 


 

 

 

2003

 

2002

 

2003

 

2002

 

 

 


 


 


 


 

Net earnings as reported

 

$

31,480

 

$

26,880

 

$

61,620

 

$

52,750

 

Fair value of stock based compensation cost, net of tax

 

 

2,657

 

 

2,913

 

 

4,281

 

 

4,334

 

 

 



 



 



 



 

Pro forma net earnings

 

$

28,823

 

$

23,967

 

$

57,339

 

$

48,416

 

 

 



 



 



 



 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

As reported

 

$

0.57

 

$

0.50

 

$

1.12

 

$

0.98

 

Pro forma

 

$

0.52

 

$

0.44

 

$

1.05

 

$

0.90

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

As reported

 

$

0.56

 

$

0.49

 

$

1.10

 

$

0.96

 

Pro forma

 

$

0.51

 

$

0.43

 

$

1.02

 

$

0.88

 


 

The fair value of each option was estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:


 

 

Three Months Ended
March 31,

 

Six Months Ended
March 31,

 

 

 


 


 

 

 

2003

 

2002

 

2003

 

2002

 

 

 


 


 


 


 

Dividend yield

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

Expected volatility

 

 

23.85

%

 

35.62

%

 

36.03

%

 

37.36

%

Risk-free interest rates

 

 

3.74

%

 

4.51

%

 

3.74

%

 

4.51

%

Expected life of options (in years)

 

 

7.6

 

 

7.0

 

 

7.6

 

 

7.0

 


 

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. Like all option-pricing models, the Black-Scholes model requires the use of highly subjective assumptions including the expected volatility of the underlying stock price. Since the Company’s stock options possess characteristics significantly different from those of traded options, changes in the subjective input assumptions can materially affect the fair value estimates of the Company’s options. The Company believes that existing models do not necessarily provide a reliable single measure of the fair value of its stock options.

 

 

 

The effects of applying SFAS 123 for these pro forma disclosures are not likely to be representative of the effects on reported earnings for future years as options vest over several years and additional awards are generally made each year.

Page 8


Table of Contents

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
MARCH 31, 2003

3.

Included in “Receivables” in the accompanying consolidated balance sheets at March 31, 2003 and September 30, 2002 were $369.0 million and $440.9 million, respectively, representing amounts earned and reimbursable under contracts in progress at the respective balance sheet dates.  These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project.  Included in these unbilled receivables at March 31, 2003 and September 30, 2002 were contract retentions totaling $24.3 million and $24.2 million, respectively.  The Company anticipates that substantially all of such unbilled amounts will be billed and collected over the next twelve months.

 

 

 

Amounts due from the U.S. federal government included in “Receivables” in the accompanying consolidated balance sheets totaled $129.7 million and $141.2 million at March 31, 2003 and September 30, 2002, respectively.

 

 

4.

Property, equipment and improvements, net, are stated at cost in the accompanying consolidated balance sheets and consisted of the following at March 31, 2003 and September 30, 2002 (in thousands):


 

 

March 31,
2003

 

September 30,
2002

 

 

 



 



 

Land

 

$

7,855

 

$

7,903

 

Buildings

 

 

56,098

 

 

54,010

 

Equipment

 

 

230,966

 

 

239,159

 

Leasehold improvements

 

 

29,446

 

 

27,987

 

Construction in progress

 

 

5,752

 

 

2,990

 

 

 



 



 

 

 

 

330,117

 

 

332,049

 

Accumulated depreciation and amortization

 

 

(182,647

)

 

(182,144

)

 

 



 



 

 

 

$

147,470

 

$

149,905

 

 

 



 



 


5.

Other noncurrent assets in the accompanying consolidated balance sheets consisted of the following at March 31, 2003 and September 30, 2002 (in thousands):


 

 

 

March 31,
2003

 

 

September 30,
2002

 

 

 



 



 

Deferred tax asset

 

$

43,221

 

$

43,195

 

Cash surrender value of life insurance policies

 

 

41,889

 

 

44,083

 

Investments

 

 

21,920

 

 

27,691

 

Prepaid pension costs

 

 

15,297

 

 

15,993

 

Notes receivable

 

 

8,860

 

 

10,483

 

Reimbursable pension costs

 

 

9,678

 

 

9,928

 

Miscellaneous

 

 

5,402

 

 

6,850

 

 

 



 



 

 

 

$

146,267

 

$

158,223

 

 

 



 



 

Page 9


Table of Contents

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
MARCH 31, 2003

6.

Accrued liabilities in the accompanying consolidated balance sheets consisted of the following at March 31, 2003 and September 30, 2002 (in thousands):


 

 

March 31,
2003

 

September 30,
2002

 

 

 



 



 

Accrued payroll and related liabilities

 

$

186,975

 

$

181,016

 

Insurance liabilities

 

 

35,966

 

 

42,761

 

Project related accruals

 

 

40,577

 

 

40,460

 

Other

 

 

62,171

 

 

58,381

 

 

 



 



 

 

 

$

325,689

 

$

322,618

 

 

 



 



 


7.

Other deferred liabilities in the accompanying consolidated balance sheets consisted of the following at March 31, 2003 and September 30, 2002 (in thousands):


 

 

March 31,
2003

 

September 30,
2002

 

 

 



 



 

 

 

 

 

 

 

 

 

Liabilities relating to defined benefit pension and early retirement plans

 

$

88,535

 

$

88,689

 

Liabilities relating to nonqualified deferred compensation arrangements

 

 

44,364

 

 

36,346

 

Deferred income taxes

 

 

15,355

 

 

16,058

 

Other

 

 

12,326

 

 

11,247

 

 

 



 



 

 

 

$

160,580

 

$

152,340

 

 

 



 



 


8.

When the Company is directly responsible for subcontract labor, or third-party materials and equipment, the Company reflects the costs of such items in both revenues and costs.  On other projects, where the client elects to pay for such items directly and the Company has no associated responsibility for such items, these amounts are not reflected in either revenues or costs.  The amount of such “pass-through” costs included in revenues during the second quarter and first half of fiscal 2003 and 2002 totaled $377.2 million and $804.0 million, and $374.0 million and $688.8 million, respectively.

Page 10


Table of Contents

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
MARCH 31, 2003

9.

The following table reconciles the denominator used to compute basic earnings per share to the denominator used to compute diluted earnings per share (in thousands):


 

 

Three Months Ended
March 31,

 

Six Months Ended
March 31,

 

 

 


 


 

 

 

2003

 

2002

 

2003

 

2002

 

 

 


 


 


 


 

Weighted average shares outstanding (denominator used to compute basic EPS)

 

 

54,940

 

 

53,953

 

 

54,868

 

 

53,876

 

Effect of employee and outside director stock options

 

 

1,251

 

 

1,229

 

 

1,141

 

 

1,302

 

 

 



 



 



 



 

Denominator used to compute diluted EPS

 

 

56,191

 

 

55,182

 

 

56,009

 

 

55,178

 

 

 



 



 



 



 


10.

During the six months ended March 31, 2003 and 2002, the Company made cash payments of approximately $2.1 million and $3.6 million, respectively, for interest and $21.7 million and $19.7 million, respectively, for income taxes.

 

 

11.

The Company adopted Statement of Financial Accounting Standards No. 142 – Goodwill and Other Intangible Assets (“SFAS 142”) in fiscal 2002.  SFAS 142 eliminates the amortization of goodwill and intangible assets deemed to have indefinite lives.  Instead, these assets must be tested for impairment using a fair value approach in accordance with SFAS 142.  There has been no impairment of goodwill since adoption of SFAS 142.

 

 

12.

In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45 - Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”).  FIN 45 requires that, upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under that guarantee.  In addition, FIN 45 requires additional disclosures about the guarantees that an entity has issued. The initial recognition and measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, and the disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002.

 

 

 

At March 31, 2003, the Company had guaranteed certain financial liabilities, the majority of which relate to debt obligations of unconsolidated affiliates.  The term of each of the guarantees is equal to the remaining term of the underlying debt, which ranges from two to twelve months.  Payment by the Company would be required upon default by the unconsolidated affiliate.  The maximum potential amount of future payments, which the Company could be required to make under these guarantees at March 31, 2003, is $7.6 million.  Additionally, the Company had guaranteed the residual value ($35.3 million) of the synthetic lease agreement associated with its offices in Houston, Texas.  The guarantee extends through the maturity of the lease in 2011.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 2003

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

The following discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations (incorporated by reference from pages F-5 through F-13 of Exhibit 13 to the Company’s 2002 Annual Report on Form 10-K).

Results of Operations

The Company recorded net earnings of $31.5 million, or $0.56 per diluted share, for the three months ended March 31, 2003, compared to net earnings of $26.9 million, or $0.49 per diluted share for the same period last year.  For the first half of fiscal 2003, the Company recorded net earnings of $61.6 million, or $1.10 per diluted share, compared to net earnings of $52.8 million, or $0.96 per diluted share, for the first half of fiscal 2002.

Total revenues for the second quarter of fiscal 2003 increased by $56.0 million, or 4.9%, to $1.2 billion, compared to total revenues of $1.1 billion in the second quarter of fiscal 2002.  During the first half of fiscal 2003, total revenues increased by $246.5 million, or 11.3%, to $2.4 billion, compared to total revenues of $2.2 billion for the first half of fiscal 2002.

As more fully discussed in the Company’s 2002 Form 10-K, the Company’s business is focused exclusively on providing technical, professional, and construction services to a large number of industrial, commercial, and governmental clients around the world.  The Company’s services can be generally classified into four broad categories:  project services (which includes engineering, design, architectural, and similar services); construction services (which includes revenues earned from traditional field construction activities as well as modular construction activities); operations and maintenance services (which includes revenues from contracts requiring the Company to operate and maintain large, complex facilities on behalf of clients, as well as contracts involving process plant maintenance services and activities); and process, scientific, and systems consulting services (which includes revenues earned from providing a wide variety of scientific and consulting services to clients).

The scope of services the Company can provide its clients, therefore, range from consulting and conceptual design-type services (which are often required by clients in the very early stages of a project) to complete, single-responsibility, design-build-operate contracts.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 2003

The following tables set forth the Company’s revenues by type of service for the quarter and six months ended March 31 of each fiscal year (in thousands):

     Three months ended March 31:

 

 

2003

 

2002

 

% Change

 

 

 



 



 



 

Project Services

 

$

486,741

 

$

489,910

 

 

(0.6

)%

Construction

 

 

538,933

 

 

503,125

 

 

7.1

%

Operations and Maintenance

 

 

120,806

 

 

106,477

 

 

13.5

%

Process, Scientific and Systems Consulting

 

 

56,126

 

 

47,099

 

 

19.2

%

 

 



 



 



 

 

 

$

1,202,606

 

$

1,146,611

 

 

4.9

%

 

 



 



 



 

     Six months ended March 31:

 

 

2003

 

2002

 

% Change

 

 

 


 


 


 

Project Services

 

$

956,498

 

$

965,868

 

 

(1.0

)%

Construction

 

 

1,119,093

 

 

895,757

 

 

24.9

%

Operations and Maintenance

 

 

234,960

 

 

222,371

 

 

5.7

%

Process, Scientific and Systems Consulting

 

 

110,735

 

 

90,801

 

 

21.9

%

 

 



 



 



 

 

 

$

2,421,286

 

$

2,174,797

 

 

11.3

%

 

 



 



 



 

Beginning with the second quarter of fiscal 2002, the Company classified certain elements of revenues as Construction that had been previously classified as Project Services.  Consequently, the Company reclassified approximately $110.4 million of project services revenues in the first quarter of fiscal 2002 to construction revenues.

As a percentage of revenues, direct costs of contracts was 86.8% and 87.2%, respectively, for the three and six months ended March 31, 2003, compared to 87.2% and 86.9% for the same periods in fiscal 2002.  The percentage relationship between direct costs of contracts and revenues will fluctuate between reporting periods depending on a variety of factors including the mix of business during the reporting periods being compared, as well as the level of margins earned from the various types of services provided by the Company.

The amount of pass-through costs included in revenues during the second quarter and first half of fiscal 2003 and 2002 totaled $377.2 million and $804.0 million, and $374.0 million and $688.8 million, respectively.  See Note 8 of the Notes to Consolidated Financial Statements for a discussion of pass-through costs.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 2003

Selling, general and administrative (“SG&A”) expenses for the second quarter of fiscal 2003 increased by $6.2 million, or 5.9%, to $110.3 million, compared to $104.2 million for the second quarter of fiscal 2002.  For the first six months of fiscal 2003, SG&A expenses increased by $13.9 million, or 6.9%, to $214.6 million, compared to $200.7 million for the same period last year.  The increases in SG&A expenses during the current fiscal periods, which are primarily attributable to the growth in business volume, also reflect the acquisition of McDermott Engineers & Constructors (Canada) Limited (including Delta Catalytic and Delta Hudson Engineering; collectively “Delta”) and the inclusion of Delta’s operations for a full six months in the current period compared to only five months during the first half of fiscal 2002.   The Company completed the acquisition of Delta on October 31, 2001.  Had Delta’s operations been included for a full six months last year, SG&A expenses during the first quarter of fiscal 2002 would have been higher by an additional $0.9 million.  On a sequential basis, SG&A expenses during the second quarter of fiscal 2003 increased by $6.1 million, or 5.9%, from $104.2 million recorded during the first quarter of fiscal 2003.

As a percentage of revenues, consolidated SG&A expenses remained relatively unchanged at 9.2% during the second quarter of fiscal 2003 compared to 9.1% during the second quarter of fiscal 2002, and decreased to 8.9% during the first half of fiscal 2003 compared to 9.2% for the second half of fiscal 2002, reflecting the Company’s continuing efforts to control costs. 

During the second quarter ended March 31, 2003, the Company’s operating profit (defined as revenues, less direct costs of contracts and SG&A expenses) increased by $6.2 million, or 14.5%, to $48.5 million, compared to $42.4 million during the same period last year.  For the six months ended March 31, 2003, the Company’s operating profit increased by $12.0 million, or 14.4%, to $95.4 million, compared to $83.4 million during the same period last year.  The increases in the Company’s operating profit for the second quarter and first six months of fiscal 2003 as compared to the same periods in fiscal 2002 were due primarily to increases in business volume.  On a sequential basis, operating profit during the second quarter of fiscal 2003 increased by $1.7 million, or 3.6%, from $46.8 million during the first quarter of fiscal 2003.  Operating profit was 4.0% and 3.9% of revenues, respectively, in the second quarter and first half of fiscal 2003, compared to 3.7% and 3.8% of revenues, respectively, in the second quarter and first half of fiscal 2002. 

Interest expense decreased by $1.0 million, or 57.4%, to $0.8 million during the second quarter of fiscal 2003, compared to $1.8 million during the second quarter of fiscal 2002.  During the first half of fiscal 2003, interest expense decreased by $2.1 million, or 50.9%, to $2.0 million, compared to interest expense of $4.1 million for the same period last year.  On a sequential basis, interest expense during the second quarter of fiscal 2003 decreased by $0.5 million, or 36.9% from $1.2 million during the first quarter of fiscal 2003.  The decreases in interest expense during the current fiscal periods were due to significantly reduced borrowing levels.  The Company continues to pay down its debt under its revolving credit facilities, which had an outstanding balance of $37.1 million at March 31, 2003 (bearing interest of 3.6%), compared to $142.4 million at March 31, 2002 (bearing interest of 3.4%), and  $85.7 million at September 30, 2002 (bearing interest of 3.8%). 

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 2003

The Company’s revolving credit facilities will terminate on January 11, 2004.  Accordingly, all outstanding balances under these credit facilities were classified as current liabilities beginning January 2003.  The Company is currently in negotiations for a new, long-term revolving credit facility and expects this new facility to be in place by the end of fiscal 2003.  Management of the Company believes that the capacity, terms and conditions of the new facility will be sufficient for the Company’s working capital and business growth requirements.

Backlog Information

The following table summarizes the Company’s backlog at March 31, 2003 and 2002 (in millions):

 

 

2003

 

2002

 

 

 


 


 

Technical professional services

 

$

3,239.0

 

$

2,769.5

 

Total backlog

 

 

6,677.2

 

 

6,527.3

 

Liquidity and Capital Resources

During the six months ended March 31, 2003, the Company’s cash and cash equivalents increased by $28.4 million, to $76.9 million.  This compares to a net increase of $4.9 million, to $54.1 million, during the same period in fiscal 2002.  During the six months ended March 31, 2003, the Company experienced net cash inflows from operating activities and the effect on cash of exchange rate changes of $80.3 million and $0.2 million, respectively, offset in part by net cash outflows from investing and financing activities of $6.0 million and $46.1 million, respectively.

Operations resulted in net cash inflows of $80.3 million during the first half of fiscal 2003.  This compares to net cash inflows of $103.8 million during the same period last year.  The $23.6 million decrease in cash provided by operations in the current fiscal period as compared to last year was due primarily to a decrease in inflows relating to the timing of cash receipts and payments within the Company’s working capital accounts and to deferred income taxes of $25.9 million and $6.5 million, respectively, partially offset by an increase in net earnings of $8.9 million.

The Company’s investing activities resulted in net cash outflows of $6.0 million during the first six months of fiscal 2003.  This compares to net cash outflows of $67.9 million during the same period in fiscal 2002.  The net decrease of $61.9 million in cash used for investing activities during the current fiscal period as compared to last year was due primarily to a decrease of $43.5 million in net cash used for acquisitions, a net decrease in other noncurrent assets of $13.9 million, and a decrease of $6.1 million in additions to property and equipment, net of disposals.  These reduced outflows were partially offset by a decrease of $1.6 million in proceeds from sales of marketable securities and investments.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 2003

The Company’s financing activities resulted in net cash outflows of $46.1 million during the first half of fiscal 2003.  This compares to net cash outflows of $27.1 million during the same period in fiscal 2002.  The $19.0 million net increase in cash used for financing activities during the current fiscal period as compared to last year was due primarily to decreases in proceeds from long-term borrowings, net reductions in short-term borrowings, and other deferred liabilities, of $36.4 million, $63.1 million and $4.1 million, respectively.  These outflows were partially offset by a decrease of $79.5 million in repayments of long-term borrowings, an increase of $3.1 million in proceeds from issuances of common stock, and by a decrease of $2.0 million in purchases of common stock for treasury.  The outstanding balances under the Company’s long-term credit facilities were classified as current liabilities in the second quarter of fiscal 2003.  Total borrowing activity during the first six months of fiscal 2003 resulted in net repayments of $58.6 million, compared to net repayments of $38.6 million during the same period last year.

The Company believes it has adequate capital resources to fund its operations during the remainder of fiscal 2003 and beyond.  The Company’s consolidated working capital position was $249.0 million at March 31, 2003.  The Company has $45.9 million available through committed short-term credit facilities, and $275.0 million available through its revolving credit facilities.  Borrowings under the $275.0 million credit facilities were previously classified as long-term debt.  Because the $275.0 million credit facilities are scheduled to terminate in January 2004, all outstanding borrowings under these facilities have been classified as current obligations at March 31, 2003.  However, the Company is currently in negotiations for a new, long-term revolving credit facility and expects this new facility to be in place by the end of fiscal 2003.  At March 31, 2003, $0.6 million and $37.1 million were outstanding in the form of direct borrowings under the $45.9 million and $275.0 million credit facilities, respectively. 

Forward-Looking Statements

Statements included in this Management’s Discussion and Analysis that are not based on historical facts are “forward-looking statements”, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current estimates, expectations and projections about the issues discussed, the industries in which the Company’s clients operate and the services the Company provides. By their nature, such forward-looking statements involve risks and uncertainties. The Company has tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and words and terms of similar substance in connection with any discussion of future operating or financial performance. The Company cautions the reader that a variety of factors could cause business conditions and results to differ materially from what is contained in its forward-looking statements including the following:

 

increase in competition by foreign and domestic competitors;

 

 

 

 

changes in global business, economic, political and social conditions;

 

 

 

 

availability of qualified engineers, architects, designers and other professional staff needed to execute contracts;

 

 

 

 

the timing of new awards and the funding of such awards;

 

 

 

 

cancellations of, or changes in the scope to, existing contracts;

 

 

 

 

the ability of the Company to meet performance or schedule guarantees;

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 2003

 

cost overruns on fixed, maximum or unit priced contracts;

 

 

 

 

the outcome of pending and future litigation and any governmental audits, investigations, or proceedings;

 

 

 

 

the cyclical nature of the individual markets in which the Company’s clients operate;

 

 

 

 

delays or defaults by clients in making payments due under contracts;

 

 

 

 

the ability of the Company to successfully negotiate and syndicate a new long-term credit facility; and

 

 

 

 

the successful closing and/or subsequent integration of any merger or acquisition transaction.

The preceding list is not all-inclusive, and the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this Management’s Discussion and Analysis should also read the Company’s most recent Annual Report on Form 10-K for a further description of the Company’s business, legal proceedings and other information that describes factors that could cause actual results to differ from such forward-looking statements.

Item 3.

Qualitative and Quantitative Disclosures About Market Risk.

There have been no material changes in the information provided under “Item 7A. Qualitative and Quantitative Disclosures About Market Risk” included in the Company’s 2002 Annual Report on Form 10-K.

Item 4.

Controls and Procedures.

Within the 90 days prior to the date of this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that information required to be disclosed by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Since the Evaluation Date, there have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect such controls.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 2003

PART II - OTHER INFORMATION

Item 4.

Submission of Matters to a Vote of Security Holders

The Company’s 2003 Annual Meeting of Shareholders was held at the Company’s headquarters on February 11, 2003, as previously announced in its Notice of Annual Meeting of Shareholders and Proxy Statement dated January 6, 2003, copies of which have been filed with the Commission pursuant to Regulation 14A.

There were three matters voted upon by the stockholders at the Annual Meeting.  Those matters were:

 

1.

To elect four directors to hold office until the 2006 annual meeting;

 

2.

To approve an amendment to the Company’s 1999 Stock Incentive Plan, increasing the number of authorized shares by 1,600,000; and,

 

3.

To approve the appointment of Ernst & Young LLP as independent auditors for the year ending September 30, 2003.

The results of the shareholder voting were as follows (all shares voted were voted by proxy):

 

 

 

Votes For

 

Votes Against
or Withheld

 

Abstentions

 

Broker
Non-votes

 

 

 

 



 



 



 



 

1.

Election of Directors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noel G. Watson

 

 

48,056,863

 

 

316,565

 

 

-0-

 

 

-0-

 

 

Joseph R. Bronson

 

 

47,937,794

 

 

435,634

 

 

-0-

 

 

-0-

 

 

Thomas M.T. Niles

 

 

47,938,725

 

 

434,703

 

 

-0-

 

 

-0-

 

 

David M. Petrone

 

 

47,006,485

 

 

1,366,943

 

 

-0-

 

 

-0-

 

2.

Approval of an Amendment to the 1999 Stock Incentive Plan, increasing the number of authorized shares by 1,600,000

 

 

43,915,551

 

 

4,344,939

 

 

112,938

 

 

-0-

 

3.

Ratification of the Appointment of Ernst & Young LLP as independent auditors

 

 

45,622,918

 

 

2,676,278

 

 

74,232

 

 

-0-

 

The Directors who did not stand for election at the Annual Meeting and whose terms of office continued after the Annual Meeting were:  Drs. Joseph J. Jacobs, Linda K. Jacobs and Dale R. Laurance; Messrs. Peter H. Dailey, Robert C. Davidson, Jr., Robert B. Gwyn, Craig L. Martin and Benjamin F. Montoya; and, Ms. Linda Fayne Levinson.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 2003

Item 6.

Exhibits and Reports on Form 8-K.

 

 

(a)

Exhibits

 

 

 

 

 

 

99.1 –

Certification Pursuant to 18 U.S.C. Section 1350

 

 

 

 

 

(b)

Reports on Form 8-K

 

 

 

 

 

 

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JACOBS ENGINEERING GROUP INC.

 

 

 

 

By:

/s/ JOHN W. PROSSER, JR.

 

 


 

 

John W. Prosser, Jr.
Senior Vice President,
Finance and Administration

 

 

 

 

Date:

May 13, 2003

 

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CERTIFICATION

I, Noel G. Watson, Chief Executive Officer of Jacobs Engineering Group Inc., certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2003 of Jacobs Engineering Group Inc.;

 

 

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

 

 

 

 

 

a)

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

 

 

 

 

 

b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

 

 

 

 

 

c)

Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

 

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

 

 

 

a)

All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

 

 

 

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

 

 

 

6.

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

 

 


Date:  May 13, 2003

/s/ NOEL G. WATSON

 


 

Noel G. Watson
Chief Executive Officer

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CERTIFICATION

I, John W. Prosser, Jr., Senior Vice President, Finance and Administration of Jacobs Engineering Group Inc., certify that:

1.

I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2003 of Jacobs Engineering Group Inc.;

 

 

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

 

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

 

 

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

 

 

 

 

 

a)

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

 

 

 

 

 

b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

 

 

 

 

 

c)

Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

 

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

 

 

 

a)

All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

 

 

 

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

 

 

 

6.

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Date:  May 13, 2003

/s/ JOHN W. PROSSER, JR.

 


 

John W. Prosser, Jr.
Senior Vice President
Finance and Administration

Page 21