- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
Commission File Number 0-27290
KSW, INC.
---------
(Exact name of registrant as specified in its charter)
Delaware 11-3191686
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
37-16 23rd Street, Long Island City, New York 11101
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
718-361-6500
------------
(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. YES X NO__
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Class Outstanding
----- June 30, 2002
Common stock, $.01 par value 5,470,311
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This is page 1 of 17 pages.
Index to exhibits is on page 17
KSW, INC.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED JUNE 30, 2002
---------------------------
TABLE OF CONTENTS
Page No. 2
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PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - 3
June 30, 2002 and December 31, 2001
Consolidated Statements of Operations - 4
Six and three months ended June 30, 2002
and 2001
Consolidated Statement of Comprehensive Income (Loss) -
Six and three months ended June 30, 2002 and 2001 5
Consolidated Statements of Cash Flows
Six months ended June 30, 2002 and 2001 6
Notes to Consolidated Financial Statements 7
Independent Accountants' Review Report 10
Item 2. Management's Discussion and Analysis of 11
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 13
Market Risk
- --------------------------------------------------------------------------------
PART II OTHER INFORMATION
Item 1 Legal Proceedings 14
Item 2 Changes in Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits and Reports on Form 8-K 14
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SIGNATURE 16
INDEX TO EXHIBITS 17
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2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
--------------------
KSW, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, 2002 Dec. 31, 2001
------------- -------------
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 2,611 $ 715
Marketable securities 544 641
Accounts receivable, less allowance
for doubtful accounts of $200 at
6/30/02 and 12/31/01 14,909 17,639
Retainage receivable 2,683 2,549
Costs and estimated earnings in excess of
billings on uncompleted contracts 513 26
Deferred income taxes 838 1,067
Prepaid expenses and other receivables 826 725
-------- --------
Total current assets 22,924 23,362
Property and equipment, net of accumulated
depreciation of $1,858 and $1,795 at 6/30/02
and 12/31/01, respectively 327 333
Other Assets:
Goodwill, net of accumulated amortization of $4,990
and $1,476 at 6/30/02 and 12/31/01 respectively - 3,514
Deferred income taxes 2,154 402
Other 9 9
-------- --------
Total Assets $ 25,414 $ 27,620
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loans payable - current $ 0 $ 190
Accounts payable 10,102 11,375
Retainage payable 2,312 1,774
Accrued payroll and related benefits 529 747
Accrued expenses 511 374
Billings in excess of costs and estimated
earnings on uncompleted contracts 4,218 3,689
-------- --------
Total current liabilities 17,672 18,149
Long-term liabilities 13 19
-------- --------
Total liabilities 17,685 18,168
-------- --------
Stockholders' equity:
Common stock, $.01 par value; 25,000,000 shares
authorized; 5,470,311 shares issued
and outstanding at 6/30/02 and 12/31/01 54 54
Additional paid-in capital 9,729 9,729
Deficit (2,022) (328)
Net unrealized holding loss on available
for sale securities (32) (3)
-------- --------
Total stockholders' equity 7,729 9,452
-------- --------
Total Liabilities and Stockholders' Equity $ 25,414 $ 27,620
======== ========
See Accountants' review report and notes to Consolidated Financial Statements
3
KSW, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
Six Months Six Months Three Months Three Months
Ended 6/30/02 Ended 6/30/01 Ended 6/30/02 Ended 6/30/01
------------- ------------- ------------- -------------
Revenues:
Contracts $ 27,847 $ 20,332 $ 14,723 $ 9,747
Interest 17 70 4 14
-------- -------- -------- --------
27,864 20,402 14,727 9,761
Direct costs 25,025 21,480 13,408 10,532
-------- -------- -------- --------
Gross profit (loss) 2,839 (1,078) 1,319 (771)
Selling, general and administrative
expenses 2,473 2 ,389 1,022 1,199
Interest 18 32 5 29
-------- -------- -------- --------
Income (loss) before provision for 348 (3,499) 292 (1,999)
income taxes (benefit)
Provision for income taxes (benefit) 187 (1,592) 146 (908)
-------- -------- -------- --------
Income before cumulative effect
of change in accounting 161 (1,907) 146 (1,091)
principle
Cumulative effect of change in
accounting for goodwill, net of tax
benefit of $1,659 (1,855) - - -
-------- -------- -------- --------
Net income (loss) $ (1,694) $ (1,907) $ 146 $ (1,091)
======== ======== ======== ========
Earnings (loss) per common share-
basic & diluted before cumulative
effect of change in accounting
principle $ .03 $ (.35) $ .03 $ (.20)
Cumulative effect of change in
accounting for goodwill (.34) - - -
-------- -------- -------- --------
Basic and diluted earnings (loss) per
common share $ (.31) $ (.35) $ .03 $ (.20)
======== ======== ======== ========
See Accountants' review report and notes to Consolidated Financial Statements
4
KSW, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
Six Months Six Months Three Months Three Months
Ended 6/30/02 Ended 6/30/01 Ended 6/30/02 Ended 6/30/01
------------- ------------- ------------- -------------
Net income (loss) $(1,694) $(1,907) $ 146 $(1,091)
Other Comprehensive income (loss):
Net unrealized holding gains
(losses) during period (29) (36) (48) 27
------- ------- ------- -------
Total Comprehensive income (loss) $(1,723) $(1,943) $ 98 $(1,064)
======= ======= ======= =======
See Accountants' review report and notes to Consolidated Financial Statements
5
KSW, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Six Months
Ended 6/30/02 Ended 6/30/01
------------- -------------
Cash flows from operating activities:
Net loss $(1,694) $(1,907)
Adjustments to reconcile net loss
to cash provided by (used in) operating
activities:
Depreciation and amortization 63 154
Write off of goodwill 3,514 -
Deferred income taxes (1,495) (1,627)
Realized loss on sale of marketable securities 46 -
Changes in operating assets and liabilities:
Accounts and retainage receivables 2,596 (9)
Costs and estimated earnings in
excess of billings on uncompleted
contracts (487) (170)
Prepaid expenses and other receivables (101) 180
Accounts and retainage payable (735) (2,865)
Accrued payroll and related benefits (218) 23
Accrued expenses 137 43
Billings in excess of costs and
estimated earnings on uncompleted
contracts 529 1,498
------- -------
Net cash provided by (used in)
operating activities 2,155 (4,680)
------- -------
Cash flows from investing activities:
Purchase of property and equipment (57) (64)
Sale of marketable securities (6) 1,809
Other liabilities (6) (27)
------- -------
Net cash provided by (used in) investing
activities (69) 1,718
------- -------
Net cash provided by (used in) financing
activities
Increase (decrease) in loan payable current (190) 1,444
------- -------
Net increase (decrease) in cash and cash
equivalents 1,896 (1,518)
Cash and cash equivalents, beginning of period 715 3,499
------- -------
Cash and cash equivalents, end of period $ 2,611 $ 1,981
======= =======
See Accountants' review report and notes to Consolidated Financial Statements
6
KSW, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. In the opinion of the Company's Management, the accompanying consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of June 30, 2002 and December 31, 2001, and
the results of operations, comprehensive income (loss) for the six and three
month periods ended June 30, 2002 and 2001 and cash flows for the six months
ended June 30, 2002 and 2001. Because of the possible fluctuations in the
marketplace in the construction industry, operating results of the Company on a
quarterly basis may not be indicative of operating results for the full year.
2. The Company is not aware of any pending or threatened legal proceedings which
could have a material adverse effect on its financial position or results of
operations. The following are the material lawsuits in which the Company is a
party:
a. Co-op City. In February 1999, the Company sued the general
contractor and its bonding company in New York State Supreme
Court, Queens County, to recover its contract balance and
unpaid proposals in the sum of $5,770,919. Included is a claim
for unanticipated costs incurred through 1998 in the sum of
$3,662,734. Discovery has been completed and the action placed
on the trial calendar. While the Company and its counsel
believe the lawsuit has merit, there is no guaranty the claim
will ultimately be successful. Trial is scheduled to commence
on September 17, 2002.
b. Helionetics Creditors Committee v. Barnes, et. al. On April
26, 1999, the Company and six current or former officers and
directors were named in a lawsuit in U.S. Bankruptcy Court,
Central District of California, instituted by the Creditors
Committee of Helionetics, Inc., the Company's former parent.
The complaint alleges that the December 28, 1995 distribution
by Helionetics of KSW, Inc. stock to Helionetics' shareholders
was a fraudulent conveyance, and sought compensatory damages
of $10,890,000, plus punitive damages. The Company has reached
a settlement with the Creditors Committee. Under the terms of
the settlement, KSW, Inc. will pay the Creditors Committee an
amount reasonably equivalent to what it would have incurred
defending the action. In return, KSW, Inc. will be entitled to
share in the proceeds of any recovery by the Creditors
Committee from the remaining defendant, KSW, Inc.'s former
counsel, Stroock & Stroock & Lavan, LLP through the bankruptcy
action or, by virtue of the Company's pending malpractice
action against Stroock & Stroock & Lavan, LLP. (discussed in
Note 2c below). The details of the settlement were reported in
7
the Company's Form 8-K dated June 18, 2002.
c. Stroock & Stroock & Lavan, LLP. On February 13, 2001, the
Company commenced an action in the Superior Court of the State
of California, County of Los Angeles against its former
counsel, Stroock & Stroock & Lavan, LLP ("Stroock") for
malpractice in connection with Stroock's representation of the
Company in connection with the transactions which form the
basis for the Helionetics Creditors Committee Action described
in Note 2(b) above. The Complaint also alleges malpractice in
connection with Stroock's representation of the Company and
three of its Directors and Officers in the Helionetics
Creditors Committee Action. Subsequent to the filing of this
action in California, Stroock sued the Company and three of
its directors in New York State Supreme Court seeking "not
less than $300,000" for legal fees allegedly due in connection
with Stroock's representation of the Company in the
Helionetics Creditors Committee Action described in Note 2b,
above. The Company moved to dismiss this case on the grounds
that California is the proper venue for the parties' disputes
and that any claims for legal fees relate to the Company's
malpractice action in California. On October 24, 2001, the
Court granted the Company's motion to the extent of staying
the New York action pending the determination of the
California Action, on condition that the Company does not
object to Stroock's assertion of a counterclaim for legal fees
in the California malpractice action. Discovery is underway in
this California action.
3. OTHER CLAIMS During the course of its work on construction projects,
the Company may incur expenses for work outside the scope of its
contractual obligations, for which no acknowledgment of liability
exists from the owner or general contractor for the additional work.
These claims may include change proposals for extra work or requests
for an equitable adjustment to the Company's contract price due to
unforeseen disruptions to its work. In accordance with accounting
principles generally accepted in the United States of America, until
written acknowledgment of these claims are received, they are not
reflected in the accompanying Financial Statements. Included in these
claims is a lawsuit pending in the Supreme Court of the State of New
York filed by the Company against the General Contractor on the N.Y.U.
Palladium project. That action seeks to recover the Company's contract
balance of $806,000, change proposals totaling $287,000 and costs
incurred by the Company due to unanticipated delays and inefficiencies
totaling $679,000. While the Company has been generally successful in
obtaining a favorable resolution of such claims, there is no assurance
that the Company will be successful in the future.
4. Change in Accounting Principles
During 2001, the Financial Accounting Standards Board issued SFAS 142
"Goodwill and Other Intangible Assets" which establishes new accounting
and reporting requirements for goodwill and other intangible assets.
Under SFAS 142 the amortization of goodwill ceased as of January 1,
8
2002 and a test for impairment was established whereby the fair market
value of goodwill was compared to its carrying value.
Since the goodwill was attributable to the entire Company and the fair
market value of the Company as reflected in the market value of its
stock was below its tangible net worth, the entire goodwill was written
off during the first quarter.
Amortization expense for the second quarter of 2002 would have been
$38,000 and the annual amortization for 2002 and the next five years
would have been $153,000 per year.
Actual results for the three and six month periods ended June 30, 2002
and 2001 and pro forma results had we applied the non-amortization
provisions of SFAS 142 in those periods are as follows (in thousands,
except per share amounts):
Six Months Six Months Three Months Three Months
Ended 6/30/02 Ended 6/30/01 Ended 6/30/02 Ended 6/30/01
------------- ------------- ------------- -------------
Reported net income (loss) $(1,694) $ (1,907) $ 146 $ (1,091)
Add: Goodwill amortization net of
taxes 1,855 76 0 38
------- --------- ------- ---------
Adjusted net income (loss) $ 161 $ (1,831) $ 146 $ (1,053)
======= ========= ======= =========
Basic and diluted earnings (loss) per share:
Reported net income (loss) per share $ (.31) $ (.35) $ .03 $ (.20)
Goodwill amortization per share,
net of taxes 34 .01 - .01
------- --------- ------- ---------
Adjusted earnings income (loss) per
share $ .03 $ (.34) $ .03 $ (.19)
======= ========= ======= =========
9
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
- --------------------------------------
To the Board of Directors and Stockholders
KSW, Inc.
37-16 23rd Street
Long Island City, New York 11101
We have reviewed the accompanying consolidated balance sheet of KSW, Inc. and
subsidiary as of June 30, 2002, and the related consolidated statements of
operations and comprehensive income (loss) for the three month and six month
periods ended June 30, 2002 and 2001 and cash flows for the six months ended
June 30, 2002 and 2001. These consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the consolidated
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we were not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of KSW,
Inc. and subsidiary as of December 31, 2001, presented herein, and the related
consolidated statements of operations, comprehensive income, stockholders'
equity and cash flows for the year then ended not presented herein; and in our
report dated February 1, 2002, we expressed an unqualified opinion on those
consolidated financial statements.
Marden, Harrison & Kreuter
Certified Public Accountants, P.C.
White Plains, New York
July 30, 2002
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Results of Operations
Revenues
Total revenues for the second quarter of 2002 increased by 51% or $4,966,000 to
$14,727,000 compared to $9,761,000 for the second quarter of 2001. During the
first six months of 2002, revenues increased 37% or $7,462,000 to $27,864,000
compared to $20,402,000 for the first six months of 2001. During the second
quarter of 2002 the Company was able to obtain substantial revenue from new
projects which started during the latter part of 2001 and continued through the
first six months of 2002. As of June 30, 2002, the Company had backlog of
$28,000,000 as compared to $65,000,000 as of June 30, 2001.
Cost of Sales
Cost of sales for the second quarter of 2002 increased by $2,876,000, or 27%, to
$13,408,000 from $10,532,000 in the second quarter of 2001 as a result of the
increase in sales revenue noted above. Cost of sales for the first six months of
2002 increased by $3,545,000, or 17%, to $25,025,000 from $21,480,000 for the
same period of 2001 for the same reason.
Gross Profit
For the second quarter of 2002, there was a gross profit of $1,319,000 or 9% as
compared to a gross loss of $771,000 or -8% for the second quarter of 2001. For
the six months ended June 30, 2002, there was a gross profit of $2,839,000 or
10% as compared to a gross loss of $1,078,000 or -5% for the same period in
2001. The increased gross profit during 2002 was due to higher productivity on
the Company's new projects.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") decreased from $1,199,000
for the second quarter of 2001 to $1,022,000 for the second quarter of 2002,
which represents a decrease of $177,000 or 15%. For the six months ended June
30, 2002, SG&A expenses increased $84,000, or 4%, for the same period in 2001,
from $2,389,000 for the same period during 2001 to $ 2,473,000. During the six
months ended June 30, 2002, the Company had legal expenses of $204,000 ($189,000
in the second quarter) and settlement costs of $450,000 (all in the first
quarter), compared to legal expenses of $234,000 ($200,000 in the second
quarter) for the same period in 2001. These costs were in connection with the
11
Helionetics Creditors Committee lawsuit and the Co-op City lawsuit described in
Notes 2a and 2b to Consolidated Financial Statements. Without these costs the SG
& A for the first six months of 2002 would have been $1,819,000 or 6.5% of
revenue as compared to $2,155,000 or 10.6% of revenue for the same period for
2001. In the second quarter of 2002 the SG&A would have been $833,000 or 5.7% of
revenue compared to $999,000 or 10.2% of revenue for the second quarter of 2001.
Provision for Taxes
The tax provision for the three months ended June 30, 2002 was $146,000 as
compared to a tax benefit of $908,000 for the same period in 2001. For the six
months ended June 30, 2002, the tax provision was $187,000 compared to a tax
benefit of $1,592,000 for the same period in 2001. The tax provision (benefit)
for each period is based on approximately 46% of net income (loss) before taxes.
However, because of the utilization of carryover losses in 2002 the state and
local taxes were based on net worth, which resulted in a higher effective tax
rate.
Change in Accounting for Goodwill
The Financial Accounting Standards Board issued SFAS 142 "Goodwill and Other
Intangible Assets" which became effective on January 1, 2002. In accordance with
this pronouncement goodwill would no longer be amortized, but tested each year
as to the "fair market value" verses the carrying value. Since the goodwill
applied to the entire Company as a whole and the fair market value of the
Company as represented by its market capitalization was below its tangible net
worth, the goodwill of $3,514,000 ($1,855,000 net of taxes), was written off
during the first quarter 2002 due to the one time change in accounting
principles. See Note 4 to Consolidated Financial Statements.
Net Income
The net income for the second quarter of 2002 was $146,000 compared to a net
loss of $1,091,000 for the second quarter of 2001 due to the items mentioned
above. For the six months ended June 30, 2002, there was a net loss of
$1,694,000 compared to a loss of $1,907,000 for the same period in 2001, also
due to the items mentioned above. Without the Helionetics settlement, legal fees
and write off of goodwill the net income for the six months ended June 30, 2002
would have been $514,000 or $.09 per share. Without the additional legal fees of
$189,000 in the second quarter of 2002, the net income would have been $248,000
or $.05 per share. Both calculations assume a 46% tax provision.
Liquidity and Capital Resources
For the first six months of 2002, cash provided by operations was $2,155,000.
For the same period in 2001 the cash used by operations was $4,680,000. The
improved cash flow was a result of profits generated before writeoff of goodwill
and utilization of carry forward losses, as well as improved collections of
receivables.
The Company extended its line of credit facility with Merrill Lynch for
$2,000,000 to December 31, 2002. The line calls for borrowing at 3% over the 30
12
day dealer Commercial Paper Rate, and is subject to certain financial covenants.
The Company has no significant capital improvements projected over the next
year; however, any substantial increases in revenue may require additional funds
for start-up costs.
Forward-Looking Statements
Certain statements contained in this report are not historical facts, constitute
"forward-looking statements" (as such term is defined in the Private Securities
Litigation Reform Act of 1995). These forward looking statements generally can
be identified as statements that include phrases such as "believe", "expect",
"anticipate", "intend", "plan", "forsee", "likely", "will" or other similar
words or phrases. Such forward-looking statements concerning management's
expectations, strategic objectives, business prospects, anticipated economic
performance and financial condition, and other similar matters involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of results to differ materially from
any future results, performance or achievements discussed or implied by such
forward-looking statements. This document describes factors that could cause
actual results to differ materially from expectation of the Company. All written
and oral forward-looking statements attributable of the Company or persons
acting on behalf of the Company are qualified in their entirety by such factors.
Such risks, uncertainties, and other important factors include, among others:
low labor productivity and shortages of skilled labor, recent federal government
tariff increases on foreign steel imports, economic downturn, reliance on
certain customers, competition, ability to obtain bonding, inflation, the
adverse effect of the attack of September 11, 2001 on public budgets and
insurance costs, the availability of private funds for construction, and other
various matters, many of which are beyond the Company's control and other
factors as are described at the end of "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" of the Company's Form
10-K for the fiscal year ended December 31, 2001. Forward-looking statements
speak only as of the date of the document in which they are made. The Company
disclaims any obligation or undertaking to provide any updates or revisions to
any forward-looking statement to reflect any change in the Company's
expectations or any change in events, conditions or circumstances on which the
forward-looking statement is based.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
----------------------------------------------
MARKET RISK
-----------
The Company's market risk exposure with respect to financial instruments depends
upon changes in the "30 Day Dealer Commercial Paper Rate" which at July 23, 2002
was 1.76%. The Company may borrow up to $2,000,000 under its credit facility.
Amounts outstanding under the credit facility bear interest at 3% over the 30
day dealer commercial paper rate which at July 23, 2002 was approximately equal
to prime. The Company currently does not use interest rate derivative
instruments to manage exposure to interest rate changes. There was no
outstanding debt under this facility at June 30, 2002.
13
PART II - Other Information
- ---------------------------
Item 1. Legal Proceedings
See Note 2 to Consolidated Financial Statements.
Item 2. Change in Securities and use of proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's annual meeting on May 13, 2002, the stockholders approved the
following resolutions:
a. The stockholders re-elected Daniel Spiegel and Stanley
Kreitman as Class II directors to serve for a term of three
years. There were 5,014,456 votes for Mr. Spiegel's election
and 6,993 votes against. There were 5,014,313 votes for Mr.
Kreitman's election and 7,146 votes against. Continuing as
directors of the Company after the meeting were Floyd Warkol
and Burton Reyer as Class II directors and Robert Brussel and
Russell Molina as a Class I directors.
b. The stockholders ratified the appointment of Marden, Harrison
& Kreuter as independent auditors for the Company for the year
2002. There were 5,016,184 shares voted for the resolution,
3,953 shares voted against it and 1,312 abstentions.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
14
Exhibit 11 - Statement Regarding Computation of per Share Earnings
Exhibit 99.1 - Certification of Chief Executive Officer
Exhibit 99.2 - Certification of Chief Financial Officer
(b) The Company filed the following Current Reports on Form 8-K during the
second quarter of 2002:
(i) Current report on form 8-K dated April 29, 2002, reporting,
under Item 5, the settlement of the Helionetics Creditors
Committee action and the appointment of Russell A. Molina to
the Board of Directors;
(ii) Current report on form 8-K/A Amendment No. 1, dated March 28,
2002, amending current report on form 8-K dated April 29,
2002; and
(iii) Current report on Form 8-K dated June 18, 2002, reporting,
under Item 5, court approval of the settlement of the
Helionetics Creditors Committee action and filing a copy of
the settlement agreement as an exhibit thereto.
15
SIGNATURE
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.
KSW, INC.
Date: August 9, 2002
/s/ Robert Brussel
--------------------------------------------
Robert Brussel
Chief Financial Officer
(Principal Financial and Accounting Officer
and Duly Authorized Officer)
16
KSW, INC.
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
11 Statement Regarding Computation of Per Share Earnings
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
17