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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from_________ to _________
Commission File No. 000-30911
THE PBSJ CORPORATION
--------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-1494168
------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
2001 N.W. 107th AVENUE
MIAMI, FLORIDA 33172-2507
-------------------------
(Address of principal executive offices)
(305) 592-7275
-------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12(g) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [_]
As of July 31, 2002 there were 8,374,967 shares of Common Stock, $.00067
par value per share, outstanding.
THE PBSJ CORPORATION
FORM 10-Q
JUNE 30, 2002
TABLE OF CONTENTS
Item
Number CAPTION PAGE
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 22
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 23
Item 2. Changes in Securities 23
Item 3. Defaults Upon Senior Securities 23
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 5. Other Information 23
Item 6. Exhibits and Reports on Form 8-K 24
SIGNATURES 25
2
PART I
Item 1. Financial Statements
THE PBSJ CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
Assets June 30, 2002 September 30, 2001
- ------ ------------- ------------------
Current Assets: (Unaudited)
Cash and cash equivalents $ 5,599 $ -
Marketable securities 459 686
Accounts receivable, net 45,186 46,195
Unbilled fees, net 27,761 25,776
Other current assets 2,224 1,564
------------- --------------
Total current assets $ 81,229 $ 74,221
Property and equipment, net 32,953 35,564
Cash surrender value of life insurance 6,883 6,209
Deferred income taxes 5,028 5,028
Other assets 7,659 7,982
------------- --------------
Total assets $ 133,752 $ 129,004
============= ==============
Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities:
Accounts payable and accrued expenses $ 20,304 $ 22,830
Current portion of long-term debt 16,905 2,992
Accrued vacation 6,502 5,851
Deferred income taxes 16,084 16,022
Bank overdrafts - 1,773
------------- --------------
Total current liabilities $ 59,795 $ 49,468
Long-term debt, less current portion 9,105 9,929
Deferred compensation 7,012 6,595
Other liabilities 5,025 4,308
------------- --------------
Total liabilities $ 80,937 $ 70,300
------------- --------------
Stockholders' Equity:
Redeemable common stock, par value
$0.00067, 15,000,000 shares authorized,
8,387,169 and 9,265,721 shares issued
and outstanding at June 30, 2002 and
September 30, 2001, respectively.
Redeemable common stock had a redemption
value of $119,098 and $99,329 at June 30,
2002 and September 30, 2001, respectively. 6 6
Retained earnings 58,577 60,635
Accumulated other comprehensive loss (297) (283)
Notes receivable from stockholders (3,709) -
Unearned compensation (1,762) (1,654)
------------- --------------
Total stockholders' equity 52,815 58,704
------------- --------------
Total liabilities and stockholders' equity $ 133,752 $ 129,004
============= ==============
The accompanying notes are an integral part of these condensed
consolidated financial statements.
3
THE PBSJ CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands)
STATEMENT OF OPERATIONS Three months ended June 30, Nine months ended June 30,
DATA: 2002 2001 2002 2001
--------- --------- --------- ---------
Earned revenue:
Engineering fees $ 86,419 $ 83,494 $ 254,593 $ 227,624
Direct expenses 18,045 20,787 56,237 55,472
--------- --------- --------- ---------
Net earned revenue 68,374 62,707 198,356 172,152
--------- --------- --------- ---------
Costs and expenses:
Direct salaries 25,096 22,941 72,230 63,085
General and administrative expenses 37,455 34,451 110,571 97,370
--------- --------- --------- ---------
Total costs and expenses 62,551 57,392 182,801 160,455
--------- --------- --------- ---------
Operating income 5,823 5,315 15,555 11,697
--------- --------- --------- ---------
Other income (expenses):
Interest expense (305) (323) (847) (896)
Other, net 144 213 398 547
--------- --------- --------- ---------
Total other expenses (161) (110) (449) (349)
--------- --------- --------- ---------
Income before income taxes 5,662 5,205 15,106 11,348
Provision for income taxes 1,742 1,955 4,676 2,961
--------- --------- --------- ---------
Net income $ 3,920 $ 3,250 $ 10,430 $ 8,387
========= ========= ========= =========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
THE PBSJ CORPORATION
CCONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Unaudited)
(in thousands)
Nine months ended June 30,
2002 2001
--------- ---------
Cash flows from operating activities:
Net income $ 10,430 $ 8,387
Adjustments to reconcile net income to net
cash provided by operating activities:
Other (1,043) (914)
Depreciation and amortization 7,125 6,356
Provision for bad debt and unbillable amounts 467 852
Provision for deferred compensation 417 612
Provision for deferred income taxes -- (2,538)
Changes in operating assets and liabilities,
net of acquisitions:
Decrease (increase) in accounts receivable 542 (2,669)
Increase in unbilled fees (1,985) (403)
(Increase) decrease in other current assets (660) 1,583
Increase in other assets (27) (444)
(Decrease) increase in accounts payable and
accrued expenses (2,526) 1,168
Increase in accrued vacation 651 1,107
Increase in other liabilities 717 546
--------- ---------
Net cash provided by operating activities 14,108 13,643
--------- ---------
Cash flows from investing activities:
Sales of marketable securities 269 --
Sale of property and equipment 709 --
Purchase of property and equipment (4,637) (10,478)
--------- ---------
Net cash used in investing activities (3,659) (10,478)
--------- ---------
Cash flows from financing activities:
Decrease in bank overdraft (1,773) (1,655)
Borrowings under line of credit 154,900 136,882
Proceeds from issuance of note payable -- 9,000
Principal payments under line of credit (140,973) (134,388)
Principal payments under notes and mortgage payable (837) (2,309)
Increase in notes receivable from stockholders (3,709) (3,308)
Sale of common stock 4,394 3,585
Purchase of common stock (16,852) (6,890)
--------- ---------
Net cash (used in) provided by financing
activities (4,850) 917
--------- ---------
Net increase in cash and cash equivalents 5,599 4,082
Cash and cash equivalents at beginning of year -- 173
--------- ---------
Cash and cash equivalents at end of year $ 5,599 $ 4,255
========= =========
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies:
Basis of Presentation
The accompanying financial information has been prepared in accordance with
the interim reporting rules and regulations of the Securities and Exchange
Commission, and therefore does not necessarily include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with accounting principles generally
accepted in the United States of America. The preparation of financial
statements, in conformity with accounting principles generally accepted in the
United States of America, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingencies at the date of the financial statements as well as the reported
amounts of revenues and expenses during the reporting period. Estimates have
been prepared on the basis of the most current and best available information
and actual results could differ from those estimates.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements of the interim period contain all adjustments
necessary to present fairly the financial position of The PBSJ Corporation as of
June 30, 2002 and the results of operations and cash flows for the periods
presented. All such adjustments are of a normal recurring nature. The condensed
consolidated balance sheet as of September 30, 2001 was derived from the
Company's audited financial statements included in the Company's Form 10-K for
the year ended September 30, 2001. The accompanying financial statements should
be read in conjunction with the Company's Form 10-K for the year ended September
30, 2001. The results of operations for the three and nine-month periods ended
June 30, 2002 are not necessarily indicative of the results to be expected for
the full fiscal year.
Basic and Diluted Earnings Per Share
In February of 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings
per Share. SFAS No. 128 does not require presentation of earnings per share
("EPS") for entities not currently selling their securities in a public market
or planning to sell their securities in a public market in the future. Since the
Company's securities are not currently publicly traded or in the process of
being registered to be publicly traded in the future, no presentation has been
made.
Revenue Recognition
In the course of providing its services, the Company routinely incurs
direct expenses such as subcontracts for services. In addition, the Company also
includes pass-through costs on cost plus contracts which are
customer-reimbursable materials, equipment and subcontractor costs when the
Company determines that it is responsible for engineering specification,
procurement and management of such cost components on behalf of the customer.
These direct expenses are principally passed through to the Company's clients
with minimal or no mark-up and, in accordance with industry practice, are
included in the Company's gross revenues. Accordingly, the Company also reports
net earned revenue, which is gross revenue less direct expenses. For cost-plus
and time and material contracts, the Company reports fees earned based on actual
labor multiplied by contractual rates or multipliers. For fixed price contracts,
the Company reports fees earned on the percentage of completion basis, which
includes revenue on the basis of costs incurred to date as a percentage of the
total estimated costs.
6
Anticipated losses are recognized in total in the period in which they
become determinable. Accounts receivable is presented net of an allowance for
doubtful accounts of $2.4 million and $2.2 million at June 30, 2002 and
September 30, 2001, respectively. Unbilled fees are presented net of an
allowance for estimated unbillable amounts of $611,000 at June 30, 2002 and
September 30, 2001.
Recent Accounting Pronouncements
In June 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations completed
after June 30, 2001. SFAS No. 141 also specifies the types of acquired
intangible assets that are required to be recognized and reported separately
from goodwill and those acquired intangible assets that are required to be
included in goodwill. SFAS No. 142 will require that goodwill no longer be
amortized, but instead tested for impairment at least annually. SFAS No. 142
will also require recognized intangible assets be amortized over their
respective estimated useful lives and reviewed for impairment in accordance with
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. Any recognized intangible asset determined
to have an indefinite useful life will not be amortized, but instead tested for
impairment in accordance with the Standard until its life is determined to no
longer be indefinite. SFAS No. 141 is effective for all business combinations
initiated after June 30, 2001, while the provisions of SFAS No. 142 are
effective for fiscal years beginning after December 15, 2001, and are effective
for interim periods in the initial year of adoption. The Company is currently
analyzing the effect the adoption of these standards will have on its financial
statements.
In July 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which is effective for fiscal years beginning
after December 15, 2001. SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and establishes a
single accounting model, based on the framework established in SFAS No. 121, for
long lived assets to be disposed of by sale. The Company does not expect the
adoption of this statement to have a material impact on the Company's results of
operations or its financial position.
Capital Structure
The Company has authorized 15,000,000 shares of common stock (par value
$.00067).
The by-laws of the Company require the Company to redeem, at fair market
value, common stock held by shareholders who terminate employment with the
Company. Other than agreements with certain retired Directors as noted in the
Proxy, as of June 30, 2002 and September 30, 2001, there is no outstanding
redeemable common stock relating to employees no longer employed by the Company.
The redemption value of all outstanding shares was $119.1 million and $99.3
million at June 30, 2002 and September 30, 2001, respectively.
2. Contingencies:
The Company is involved in legal actions arising in the ordinary course of
business. The Company maintains a full range of insurance coverage, including
worker's compensation, general and professional liability (including pollution
liability) and property coverage. The Company's insurance policies may offset
the amount of loss exposure from legal actions.
As of June 30, 2002, there were approximately 32 cases pending against the
Company, where plaintiffs allege damages resulting from the Company's
engineering services. The plaintiffs' allegations of liability in
those cases seek recovery for damages caused by the Company based on various
theories of negligence, contributory negligence or breach of contract.
7
As of June 30, 2002, the Company had a reserve of approximately $4.5
million for all potential and existing claims, lawsuits and pending proceedings.
Management is of the opinion that this reserve is adequate to cover exposure to
these claims, lawsuits and pending proceedings, and that these items should not
materially affect the Company's financial position, results of operations or
cash flows.
3. Income Taxes:
The provision for income taxes for the nine-month periods ended June 30,
2002 and 2001 was 31.0% and 26.1%, respectively. The effective tax rate for the
nine-month periods ended June 30, 2002 and 2001 reflects research and
development tax credits related to the current year and tax credit
carry-forwards relating to prior years.
8
4. Segment Reporting:
Financial information relating to the Company's operations by service is as
follows (dollars in thousands):
Three Months Ended June 30, 2002
Transportation Construction Civil Environmental Total
Engineering fees $ 36,439 $11,004 $16,185 $22,791 $ 86,419
Net earned revenue 28,502 8,352 13,342 18,178 68,374
Operating income (loss) 3,734 1,039 (245) 1,295 5,823
Depreciation and amortization 975 295 432 610 2,312
Total assets 56,057 17,048 25,669 34,978 133,752
Capital expenditures 354 106 151 223 834
Three Months Ended June 30, 2001
Transportation Construction Civil Environmental Total
Engineering fees $ 34,682 $10,382 $17,904 $20,526 $ 83,494
Net earned revenue 24,226 7,493 14,743 16,245 62,707
Operating income 2,896 905 291 1,223 5,315
Depreciation and amortization 971 302 477 618 2,368
Total assets 54,008 17,006 29,719 30,994 131,727
Capital expenditures 1,458 453 703 942 3,556
Nine Months Ended June 30, 2002
Transportation Construction Civil Environmental Total
Engineering fees $106,702 $32,450 $48,860 $66,581 $254,593
Net earned revenue 79,822 24,379 40,658 53,497 198,356
Operating income (loss) 8,500 2,443 (276) 4,888 15,555
Depreciation and amortization 2,986 908 1,367 1,864 7,125
Total assets 56,057 17,048 25,669 34,978 133,752
Capital expenditures 1,943 591 890 1,213 4,637
Nine Months Ended June 30, 2001
Transportation Construction Civil Environmental Total
Engineering fees $ 93,325 $29,386 $51,355 $53,558 $227,624
Net earned revenue 66,694 21,331 41,942 42,185 172,152
Operating income 6,220 2,604 65 2,808 11,697
Depreciation and amortization 2,606 821 1,434 1,495 6,356
Total assets 54,008 17,006 29,719 30,994 131,727
Capital expenditures 4,296 1,353 2,364 2,465 10,478
9
5. Long-Term Debt (dollars in thousands):
June 30, September 30,
2002 2001
---------- ---------------
Line of credit unused availability of $26,073,
and $37,000 at June 30, 2002 and September
30, 2001, respectively. $ 13,927 $ -
Mortgage note payable due in monthly installments
starting on April 16, 2001, with interest,
collateralized by real property; unpaid principal
due March 16, 2011. Interest at LIBOR plus the
floating rate margin of not less than 65 basis
points and not greater than 90 basis points
(2.49% and 3.28% at June 30, 2002 and 8,706 8,887
September 30, 2001, respectively).
Term loan due in annual installments of $2,000
through July 31, 2002. Interest at LIBOR
plus 75 basis points or prime minus 50
basis points (2.59% and 3.38% at June 30,
2002 and September 30, 2001, respectively). 2,000 2,000
Note payable to J. Powell & Associates, Inc.
due in three annual installments of $333
with interest of 7.12% through October 17, 667 1,000
2003.
Note payable to current stockholder due in
semi-annual installments with interest of
7.25% through January of 2002. - 47
Capital lease of equipment, interest accrues
at 8.3%, collateralized by certain equipment,
due in monthly payments of principal and
interest of $36. 710 987
----------- ---------
26,010 12,921
Less current portion 16,905 2,992
----------- ---------
Long-term debt $ 9,105 $ 9,929
=========== =========
On June 30, 2002, the Company entered into an amended and restated line of
credit agreement with a bank. The amended and restated line of credit
replaced a line of credit previously held with two banks and increased the
availability of funds from $37 million to $40 million. The expiration date
on the new line of credit is June 30, 2005. The interest rate (2.34% at
June 30, 2002) ranges from LIBOR plus 50 basis points to prime minus 125
basis points if the Company's funded debt coverage ratio is less than 2.5.
The range increases to LIBOR plus 75 basis points to prime minus 100 basis
points if the Company's funded debt coverage ratio is between 2.5 to 3.0.
The line of credit contains clauses requiring the maintenance of various
covenants and financial ratios.
10
6. Comprehensive Income:
Three months ended June 30, Nine months ended June 30,
2002 2001 2002 2001
-------- -------- -------- --------
(dollars in thousands) (dollars in thousands)
Net income $ 3,920 $ 3,250 $ 10,430 $ 8,387
Other comprehensive (loss)
income, net of tax (137) 109 (14) (38)
-------- -------- -------- --------
Comprehensive income $ 3,783 $ 3,359 $ 10,416 $ 8,349
Other comprehensive (loss) income is comprised of unrealized gains and losses on
marketable securities and changes in the value of the derivative financial
instrument.
11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis is provided to increase an
understanding of, and should be read in conjunction with, the condensed
consolidated financial statements and accompanying notes. As you read this
section, you should also refer to the Company's Annual Report filed on Form 10-K
for the fiscal year ended September 30, 2001.
This Form 10-Q for the third quarter ended June 30, 2002 contains
"forward-looking statements" within the meaning of the securities laws that
involve risks and uncertainties. These statements contain or express our
intentions, beliefs, expectations, strategies or predictions for the future.
Although the Company's management believes that its expectations are reasonable
and are based on reasonable assumptions, these assumptions are subject to a
wide range of business risks and uncertainties, explained in detail in the
Company's Form 10 Registration Statement and Form 10-K, that may cause actual
results, performance or achievements to differ materially from those stated or
implied by these forward-looking statements. We do not intend nor assume any
obligation to update any forward-looking statements.
Results of Operations
The following table sets forth the percentage of net earned revenue
represented by the items in our condensed consolidated statements of operations:
Three months ended June 30, Nine months ended June 30,
2002 2001 2002 2001
------- ------- ------- -------
Engineering fees 126.4% 133.1% 128.4% 132.2%
Direct expenses 26.4 33.1 28.4 32.2
------- ------- ------- -------
Net earned revenue 100.0 100.0 100.0 100.0
Costs and expenses:
Direct salaries 36.7 36.6 36.4 36.6
General and
administrative expenses 54.8 54.9 55.7 56.6
------- ------- ------- -------
Operating income 8.5 8.5 7.9 6.8
Interest expense (0.4) (0.5) (0.4) (0.5)
Other, net 0.2 0.3 0.2 0.3
------- ------- ------- -------
Income before income taxes 8.3 8.3 7.7 6.6
Provision for income taxes 2.6 3.1 2.4 1.7
------- ------- ------- -------
Net income 5.7% 5.2% 5.3% 4.9%
12
A summary of operating results is as follows for the three and nine months ended
June 30 (dollars in thousands):
Three months ended June 30,
2002 2001
--------- ---------
Engineering fees .................................. $ 86,419 $ 83,494
Direct expenses ................................... 18,045 20,787
--------- ---------
Net earned revenue ................................ 68,374 62,707
Costs and expenses ................................ 62,551 57,392
--------- ---------
Operating income .................................. 5,823 5,315
Other expenses .................................... 161 110
Provision for income taxes ........................ 1,742 1,955
--------- ---------
Net income ........................................ $ 3,920 $ 3,250
========= =========
Nine months ended June 30,
2002 2001
--------- ---------
Engineering fees .................................. $ 254,593 $ 227,624
Direct expenses ................................... 56,237 55,472
--------- ---------
Net earned revenue ................................ 198,356 172,152
Costs and expenses ................................ 182,801 160,455
--------- ---------
Operating income .................................. 15,555 11,697
Other expenses .................................... 449 349
Provision for income taxes ........................ 4,676 2,961
--------- ---------
Net income ........................................ $ 10,430 $ 8,387
========= =========
Segment Results of Operations
Our businesses are reported as four segments, reflecting our management
methodology and structure. The accounting policies of the segments are the same
as those described in the footnotes to the accompanying condensed consolidated
financial statements. We evaluate performance based on operating profit of the
respective segments. The discussion that follows is a summary analysis of the
primary changes in operating results by segment for the three and nine months
ended June 30, 2002 as compared to 2001.
13
Transportation
- --------------
Three months ended June 30, Nine months ended June 30,
--------------------------- --------------------------
2002 % Change 2001 2002 % Change 2001
------ -------- ------ ------ -------- ------
(dollars in thousands) (dollars in thousands)
---------------------- ----------------------
Engineering Fees ................ $ 36,439 5.1% $ 34,682 $ 106,702 14.3% $ 93,325
Direct Expenses .................. 7,937 (24.1) 10,456 26,880 0.9 26,631
Net Earned Revenue ............... 28,502 17.7 24,226 79,822 19.7 66,694
Costs and Expenses ............... 24,768 16.1 21,330 71,322 17.9 60,474
Operating Income ................. $ 3,734 28.9% $ 2,896 $ 8,500 36.7% $ 6,220
Engineering fees of $36.4 million for the three-month period ended June 30,
2002 increased 5.1% as compared to $34.7 million for the same period in 2001.
For the nine-month period ended June 30, 2002, engineering fees were $106.7
million compared to $93.3 million in 2001, representing a 14.3% increase. Higher
volumes from continued strength in the transportation services market and
engineering fees from new projects were the primary contributors to this
increase during 2002.
Reported net earned revenue was $28.5 million during the three-month period
ended June 30, 2002 as compared to $24.2 million for the same period in 2001,
representing an increase of 17.7%. For the nine-month period ended June 30,
2002, net earned revenue was $79.8 million compared to $66.7 million in 2001,
representing a 19.7% increase. For the three-month period ended June 30, 2002,
net earned revenue increased at a greater percentage than engineering fees due
to a 24.1% decrease in direct expenses, from $10.5 million for the three-month
period ended June 30, 2001 to $7.9 million for the same period in 2002. For the
nine-month period ended June 30, 2002, net earned revenue increased at a greater
percentage than engineering fees as a result of a minimal increase of .9% in
direct expenses, from $26.6 million for the nine-month period ended June 30,
2001 to $26.9 million for the same period in 2002. Direct expenses consist of
out-of-pocket expenses related to the delivery of services such as blueprints,
reproductions, CADD/computer charges, and travel and subcontractor expenses.
Direct expenses, as a percentage of net earned revenue, were 27.8% for the
three-month period ended June 30, 2002 as compared to 43.2% for the same period
in 2001. For the nine-month period ended June 30, 2002, direct expenses, as a
percentage of net earned revenue, were 33.7% compared to 39.9% in 2001. The
decrease in direct expenses and direct expenses, as a percentage of net earned
revenue, is due to the decreased use of sub-consultants as a result of
additional hiring and reduced employee turnover.
Reported operating income was $3.7 million for the three-month period ended
June 30, 2002 as compared to $2.9 million for the same period in 2001,
representing an increase of 28.9%. For the nine-month period ended June 30,
2002, operating income was $8.5 million compared to $6.2 million in 2001,
representing a 36.7% increase. Operating income, as a percentage of net earned
revenue, was 13.1% for the three-month period ended June 30, 2002 as compared to
12.0% for the same period in 2001. For the nine-month period ended June 30,
2002, operating income, as a percentage of net earned revenue, was 10.6%
compared to 9.3% in 2001. The increase in operating income and operating income,
as a percentage of net earned revenue, for the three-month and nine-month
periods ended June 30, 2002, is due to improved cost control, thereby allowing
for a reduction in costs and expenses, as a percentage of net earned revenue.
Costs and expenses consist of direct salaries that are chargeable to clients and
general and administrative expenses. Direct salaries were $10.3 million for the
three-month period ended June 30, 2002, as compared to $8.7 million for the same
period in 2001, representing an increase of 18.2%. For the nine-month period
ended June 30, 2002, direct salaries were $28.9 million compared to
14
$24.2 million in 2001, representing a 19.8% increase. Direct salaries increased
at a greater rate than the increase in engineering fees due to additional staff
hired in 2002 to support our internal growth. During 2001, the industry was
experiencing an extremely competitive hiring atmosphere. Therefore, additional
labor required to support our internal growth was supplied through the use of
sub-consultants, or direct expenses. In addition, the Company's turnover rate
has decreased since 2001. General and administrative expenses increased
primarily due to annual increases in pay rates and medical plan insurance
accruals, as well as an increase in personnel. As a percentage of net earned
revenue, general and administrative expenses have decreased during the three and
nine-month periods ended June 30, 2002 due to an increase in the Construction
segment's percentage of the corporate allocation due to increased administrative
support given to that segment. The increase in Construction's allocation allowed
the other three segments to receive smaller allocations.
Civil Engineering
- -----------------
Three months ended June 30, Nine months ended June 30,
--------------------------- --------------------------
2002 % Change 2001 2002 % Change 2001
------ -------- ------ ------ -------- ------
(dollars in thousands) (dollars in thousands)
Engineering Fees ................... $ 16,185 (9.6)% $ 17,904 $ 48,860 (4.9)% $ 51,355
Direct Expenses .................... 2,843 (10.1) 3,161 8,202 (12.9) 9,413
Net Earned Revenue ................. 13,342 (9.5) 14,743 40,658 (3.1) 41,942
Costs and Expenses ................. 13,587 (6.0) 14,452 40,934 (2.3) 41,877
Operating (loss) Income ............ $ (245) (184.2)% $ 291 $ (276) (524.6)% $ 65
15
Engineering fees of $16.2 million for the three-month period ended June
30, 2002 decreased 9.6% as compared to the same period in 2001. For the
nine-month period ended June 30, 2002, engineering fees were $48.9 million
compared to $51.4 million in 2001, representing a 4.9% decrease. This decrease
is directly related to the slowdown in the economy since late 2000. Civil
engineering clients are typically private sector clients. Therefore, they tend
to be affected by the fluctuations in the economy more than the public sector
clients associated with our other segments.
Reported net earned revenue was $13.3 million for the three-month
period ended June 30, 2002 as compared to $14.7 million for the same period in
2001, representing a decrease of 9.5%. For the nine-month period ended June 30,
2002, net earned revenue was $40.7 million compared to $41.9 million in 2001,
representing a 3.1% decrease. Net earned revenue decreased at a slightly lesser
rate than engineering fees as a result of the reduction in direct expenses,
specifically the use of sub-consultants, due to the slowdown in the economy.
Direct expenses consist of out-of-pocket expenses related to the delivery of
services such as blueprints, reproductions, CADD/computer charges, and travel
and subcontractor expenses. Direct expenses were $2.8 million during the
three-month period ended June 30, 2002 as compared to $3.2 million for the same
period in 2001, representing a decrease of 10.1%. For the nine-month period
ended June 30, 2002, direct expenses were $8.2 million compared to $9.4 million
in 2001, representing a 12.9% decrease. Direct expenses, as a percentage of net
earned revenue, remained fairly consistent for the three-month period ended June
30, 2002. For the nine-month period ended June 30, 2002, direct expenses, as a
percentage of net earned revenue, were 20.2% compared to 22.4% in 2001. The
decrease in direct expenses and direct expenses, as a percentage of net earned
revenue, is due to the decreased use of sub-consultants as a result of the
slowdown in the economy.
Reported operating loss was ($245,000) for the three-month period ended
June 30, 2002 as compared to operating income of $291,000 for the same period in
2001, representing a decrease of 184.2%. For the nine-month period ended June
30, 2002, operating loss was ($276,000) compared to operating income of $65,000
in 2001, representing a 524.6% decrease. Operating (loss) income, as a
percentage of net earned revenue, was (1.8%) for the three months ended June 30,
2002 as compared to 2.0% for the same period in 2001. For the nine-month period
ended June 30, 2002, operating (loss) income, as a percentage of net earned
revenue, was (0.7%) compared to 0.2% in 2001. The decrease in operating income
and operating income, as a percentage of net earned revenue, is due to a
decrease in chargeability during 2002 as compared to 2001 as a result of the
slowed economy during 2002. Costs and expenses consist of direct salaries that
are chargeable to clients and general and administrative expenses. For the three
and nine-month periods ended June 30, 2002, direct salaries decreased as a
direct result of the slowed economy and reduced chargeability, or direct labor
charges. General and administrative expenses decreased for both the three-month
and nine-month periods ended June 30, 2002 as compared to the same periods in
2001. This decrease was due to an increase in the Construction segment's
percentage of the corporate allocation due to increased administrative support
given to that segment. The increase in Construction's allocation allowed the
other three segments to receive smaller allocations.
16
Environmental
- -------------
Three months ended June 30, Nine months ended June 30,
--------------------------- --------------------------
2002 % Change 2001 2002 % Change 2001
-------- -------- -------- ------ -------- ------
(dollars in thousands) (dollars in thousands)
Engineering Fees ....................... $22,791 11.0% $20,526 $66,581 24.3% $53,558
Direct Expenses ........................ 4,613 7.8 4,281 13,084 15.0 11,373
Net Earned Revenue ..................... 18,178 11.9 16,245 53,497 26.8 42,185
Costs and Expenses ..................... 16,883 12.4 15,022 48,609 23.4 39,377
Operating Income ....................... $ 1,295 5.9% $ 1,223 $ 4,888 74.1% $ 2,808
Engineering fees of $22.8 million for the three-month period ended June
30, 2002 increased 11.0% as compared to $20.5 million for the same period in
2001. For the nine-month period ended June 30, 2002, engineering fees were $66.6
million compared to $53.6 million in 2001, representing a 24.3% increase. Higher
volumes from renewed strength in the environmental services market and
engineering fees from new projects were the primary contributors to this
increase during 2002. The two biggest contributors to this segment's higher
volumes and new projects were the acquisition of J. Powell & Associates, Inc. on
January 1, 2001 and the Company's work with the Federal Emergency Management
Agency ("FEMA").
Reported net earned revenue was $18.2 million during the three-month
period ended June 30, 2002 as compared to $16.2 million for the same period in
2001, representing an increase of 11.9%. For the nine-month period ended June
30, 2002, net earned revenue was $53.5 million compared to $42.2 million in
2001, representing a 26.8% increase. Net earned revenue increased at a slightly
higher percentage than engineering fees for both the three-month and nine-month
periods ended June 30, 2002 as a result of the percentage increase in direct
expenses being less than the percentage increase in engineering fees. Direct
expenses consist of out-of-pocket expenses related to the delivery of services
such as blueprints, reproductions, CADD/computer charges, and travel and
subcontractor expenses. Direct expenses were $4.6 million during the three-month
period ended June 30, 2002 as compared to $4.3 million for the same period in
2001, representing an increase of 7.8%. For the nine-month period ended June 30,
2002, direct expenses were $13.1 million compared to $11.4 million in 2001,
representing a 15.0% increase. Direct expenses, as a percentage of net earned
revenue, were 25.4% for the three-month period ended June 30, 2002 as compared
to 26.4% for the same period in 2001. For the nine-month period ended June 30,
2002, direct expenses, as a percentage of net earned revenue, were 24.5%
compared to 27.0% in 2001. The decrease in direct expenses, as a percentage of
net earned revenue, is due to the decreased use of sub-consultants as a result
of additional hiring and reduced employee turnover.
Reported operating income was $1.3 million for the three-month period
ended June 30, 2002 as compared to $1.2 million for the same period in 2001,
representing an increase of 5.9%. For the nine-month period ended June 30, 2002,
operating income was $4.9 million compared to $2.8 million in 2001, representing
a 74.1% increase. For the three-month period ended June 30, 2002, although
operating income increased as a result of increased net earned revenue,
operating income, as a percentage of net earned revenue, decreased from 7.5% in
2001 to 7.1% in 2002. This slight decrease is due to a higher percentage
increase in costs and expenses than in net earned revenue during the three-month
period ended June 30, 2002. Costs and expenses consist of direct salaries that
are chargeable to clients and
17
general and administrative expenses. For the nine-month period ended June 30,
2001, operating income, as a percentage of net earned revenue, was 9.1% compared
to 6.7% in 2001. The increase in operating income and operating income, as a
percentage of net earned revenue, during the nine-month period ended June 30,
2002 is due to costs and expenses increasing at a lesser rate than net earned
revenue, as a result of improved general and administrative cost control within
this segment. For both the three-month and nine-month periods ended June 30,
2002, direct salaries increased at greater percentages than net earned revenue
as a result of increased hiring of technical staff to support the work related
to FEMA. The increase in direct salaries is what allows the growth in direct
expenses, or sub-consultant expenses, to slow down. General and administrative
expenses increased primarily due to annual increases in pay rates and medical
plan insurance accruals, as well as, an increase in personnel. As a percentage
of net earned revenue, general and administrative costs fell to 57.2% for the
three-month period ended June 30, 2002 as compared to 58.3% for the same period
in 2001. Similarly, general and administrative costs, as a percentage of net
earned revenue, fell to 56.3% for the nine-month period ended June 30, 2002 as
compared to 59.0% for the same period in 2001. This decrease was due in part to
an increase in the Construction segment's percentage of the corporate allocation
due to increased administrative support. The increase in Construction's
allocation allowed the other three segments to receive slightly smaller
allocations. In addition, the decrease in general and administrative expenses,
as a percentage of net earned revenue, was due to improved cost control within
this segment.
Construction Management
- -----------------------
Three months ended June 30, Nine months ended June 30,
--------------------------- --------------------------
2002 % Change 2001 2002 % Change 2001
---- -------- ---- ---- -------- ----
(dollars in thousands) (dollars in thousands)
Engineering Fees .................. $11,004 6.0% $10,382 $32,450 10.4% $29,386
Direct Expenses ................... 2,652 (8.2) 2,889 8,071 0.2 8,055
Net Earned Revenue ................. 8,352 11.5 7,493 24,379 14.3 21,331
Costs and Expenses ................ 7,313 11.0 6,588 21,936 17.1 18,727
Operating Income .................. $ 1,039 14.8% $ 905 $ 2,443 (6.2%) $ 2,604
Engineering fees of $11.0 million for the three-month period ended June 30,
2002 increased 6.0% as compared to $10.4 million for the same period in 2001.
For the nine-month period ended June 30, 2002, engineering fees were $32.5
million compared to $29.4 million in 2001, representing a 10.4% increase. Higher
volumes from renewed strength in the construction services market and
engineering fees from new projects were the primary contributors to this
increase during 2002.
Reported net earned revenue was $8.4 million during the three-month period
ended June 30, 2002 as compared to $7.5 million for the same period in 2001,
representing an increase of 11.5%. For the nine-month period ended June 30,
2002, net earned revenue was $24.4 million compared to $21.3 million in 2001,
representing a 14.3% increase. For the three-month period ended June 30, 2002,
net earned revenue increased at a greater percentage than engineering fees due
to an 8.2% decrease in direct expenses, from $2.9 million for the three-month
period ended June 30, 2001 to $2.7 million for the same period in 2002. For the
nine-month period ended June 30, 2002, net earned revenue increased at a greater
percentage than engineering fees as a result of direct expenses remaining
consistent at $8.1 million for both the nine-month periods ended June 30, 2002
and 2001. Direct expenses consist of out-
18
of-pocket expenses related to the delivery of services such as blueprints,
reproductions, CADD/computer charges, and travel and subcontractor expenses.
Direct expenses, as a percentage of net earned revenue, were 31.8% for the
three-month period ended June 30, 2002 as compared to 38.6% for the same period
in 2001. For the nine-month period ended June 30, 2002, direct expenses, as a
percentage of net earned revenue, were 33.1% as compared to 37.8% for the same
period in 2001. The decrease in direct expenses, as a percentage of net earned
revenue, is due to the decreased use of sub-consultants as a result of increased
hiring of technical staff and a significant reduction in employee turnover.
Reported operating income was $1.0 million for the three-month period ended
June 30, 2002, as compared to $905,000 for the same period in 2001, representing
an increase of 14.8%. For the nine-month period ended June 30, 2002, operating
income decreased to $2.4 million compared to $2.6 million for the same period in
2001. Operating income, as a percentage of net earned revenue, was 12.4% for the
three-month period ended June 30, 2002 as compared to 12.1% for the same period
in 2001. For the nine-month period ended June 30, 2002, operating income, as a
percentage of net earned revenue, was 10.0% compared to 12.2% in 2001. The
increase in operating income and operating income, as a percentage of net earned
revenue, for the three-month period ended June 30, 2002 is a result of the
increase in costs and expenses being less than the increase in net earned
revenues. Costs and expenses consist of direct salaries that are chargeable to
clients and general and administrative expenses. The decrease in operating
income and operating income, as a percentage of net earned revenue, for the
nine-month period ended June 30, 2002 is due to (1) a decrease in chargeability
during 2002 as compared to 2001 and (2) a higher increase in general and
administrative costs than in net earned revenue during 2002 as compared to 2001.
Although direct salaries increased for both the three-month and nine-month
periods ended June 30, 2002, they decreased as percentages of net earned revenue
compared to the same periods in 2001 due to reduced chargeability among the
technical staff. General and administrative expenses and general and
administrative expenses, as a percentage of net earned revenue, increased at
greater rates than net earned revenue for both the three-month and nine-month
periods ended June 30, 2002. This increase was due in part to an increase in the
percentage of the corporate allocation applied to this segment. Prior to October
1, 2000, the construction management business segment never received a corporate
allocation of administrative services because all of its administrative work was
handled by its own administrative personnel. Since the beginning of fiscal year
2001, the corporate administrative services function began performing
administrative services for the construction management business segment, and
therefore, began charging construction management with a corporate allocation
charge, just as the other three services receive. However, the transition was
gradual and, as a result, the allocation was minimal during fiscal 2001. In
fiscal 2002, since all transitions are complete, the allocation percentage was
increased to reflect a full allocation percentage, based on the size of this
segment and the administrative support it requires. In addition, general and
administrative expenses increased due to decreased chargeability, thereby
contributing to higher indirect labor costs for the technical staff. Annual
increases in pay rates and medical plan insurance accruals were also
contributors to increased general and administrative costs.
19
Consolidated Results
Other income (expenses):
Other income and expenses primarily consists of interest and dividend
income and interest expense. Total other expenses were ($161,000) and ($110,000)
for the three-month periods ended June 30, 2002 and 2001, respectively. For the
nine-month periods ended June 30, 2002 and 2001, total other expenses were
($449,000) and ($349,000), respectively. The increase in total other expense for
both the three-month and nine-month periods is due to increased interest expense
as a result of the mortgage note, dated March 19, 2001, associated with the
Maitland office and the note associated with the acquisition of J. Powell &
Associates, Inc. on January 1, 2001.
Net Income:
Net income was $3.9 million and $3.3 million for the three-month periods
ended June 30, 2002 and 2001. For the nine-month period ended June 30, 2002, net
income was $10.4 million as compared to $8.4 million for the same period in
2001. The percentage of net income to net earned revenue increased from 5.2% for
the three-month period ended June 30, 2001 to 5.7% for the same period in 2002.
For the nine-month period ended June 30, 2002, the percentage of net income to
net earned revenue was 5.3% as compared to 4.9% for the same period in 2001. The
increase in 2002 was a result of internal growth and improved cost control,
offset by an increased effective tax rate for the nine-month period June 30,
2002. Although general and administrative expenses increased due to annual
increases in pay rates and increases in the accrual of insurance expenses
related to our medical plan, the Company's employment turnover rate has been
decreasing, allowing for additional general and administrative cost savings.
Liquidity and Capital Resources
Cash Flows From Operating Activities
Net cash provided by operating activities totaled $14.1 million for the
nine months ended June 30, 2002 as compared to net cash provided by operating
activities of $13.6 million for the same period in 2001. The increase is
primarily a result of the decrease in accounts receivable, offset by the
increase in unbilled fees and the decrease in accounts payable. Fluctuations in
accounts payable are related to direct expenses, where the timing of payment to
subcontractors is directly related to the collection of related receivables.
Net income of $10.4 million for the nine months ended June 30, 2002
increased 24.4% as compared to net income of $8.4 million for the same period in
2001. The increase in 2002 was a result of internal growth, the acquisition of
J. Powell & Associates, Inc. and improved cost control, offset by an increased
effective tax rate for the nine-month period ended June 30, 2002. General and
administrative expenses increased due to annual increases in pay rates and
increases in the accrual of insurance expenses related to our medical plan. In
addition, the Company's employment turnover rate has been decreasing, allowing
for additional general and administrative cost savings.
20
Pursuant to the terms of our credit agreement, we cannot declare or pay
dividends in excess of 50% of our net income. We have not previously paid cash
dividends on our common stock and have no present intention of paying cash
dividends on our common stock in the foreseeable future. All earnings are
retained for investment in our business.
Approximately 90% of our revenues are billed on a monthly basis. The
remaining amounts are billed when we reach certain stages of completion as
specified in the contract. Payment terms for accounts receivable and unbilled
fees, when billed, are net 30 days. The unbilled fees account increased $2.0
million from $25.8 million at September 30, 2001 to $27.8 million at June 30,
2002. The number of days outstanding for unbilled fees was 30 days at June 30,
2002 and September 30, 2001. By comparison, according to PSMJ Resources, Inc.,
the average days outstanding for unbilled fees for design firms of comparable
size was 29.7 days in 2002 and 27.5 days in 2001.
The allowance for doubtful accounts increased to $2.4 million at June 30,
2002, from $2.2 at September 30, 2001. The number of day's sales outstanding for
accounts receivable was approximately 49 days at June 30, 2002 and September 30,
2001. According to PSMJ Resources, Inc. the average days sales outstanding for
accounts receivables for design firms of a comparable size was 66.5 days in 2002
and 69.8 days in 2001.
Cash Flows from Investing Activities
Net cash used in investing activities was $3.7 million for the nine months
ended June 30, 2002 as compared to $10.5 million for the same period in 2001.
Investing activities consist of fixed asset purchases, such as survey equipment,
computer equipment, furniture and leasehold improvements. During 2002, purchases
of property and equipment was the primary contributor to cash used in investing
activities, offset by the sale of marketable securities and property and
equipment. The higher use of cash for investing activities in 2001 is due
largely to the purchase of land and the construction of a new office building
for our Orlando office in Maitland, Florida.
Cash Flows from Financing Activities
Net cash used in financing activities for the nine months ended June 30,
2002 was $4.9 million, as compared to net cash provided by financing activities
of $917,000 for the same period in 2001. The decrease in cash provided by
financing activities is attributable to the re-purchase of common stock from
retired directors, offset by an increase in the net borrowings under the line of
credit.
Capital Resources
On June 30, 2002, the Company entered into an amended and restated line of
credit agreement with a bank. The amended and restated line of credit replaced a
line of credit previously held with two banks and increased the availability of
funds from $37 million to $40 million. The expiration date on the new line of
credit is June 30, 2005. The interest rate (2.34% at June 30, 2002) ranges from
LIBOR plus 50 basis points to prime minus 125 basis points if the Company's
funded debt coverage ratio is less than 2.5. The range increases to LIBOR plus
75 basis points to prime minus 100 basis points if the Company's funded debt
coverage ratio is between 2.5 to 3.0. The line of credit contains clauses
requiring the maintenance of various covenants and financial ratios.
21
As of June 30, 2002, we had $13.9 million outstanding under the revolving
line of credit, which accrued interest at an effective rate of 2.34% at June 30,
2002. By comparison, on September 30, 2001, we had no amounts outstanding under
the revolving line of credit, which accrued interest at an effective rate of
3.13% at September 30, 2001. The increase in the line of credit was directly
related to the financing of our new office building in Maitland, Florida, the
payment of the Company's employer matching and discretionary contributions to
the employee benefit plan, the payment of employee bonuses related to fiscal
year 2001 and the reduction in accounts payable.
As of June 30, 2002, we had an outstanding $2 million term loan. Although
the term loan matures on July 31, 2002, the obligation was satisfied in full on
July 1, 2002. The principal is amortized in annual installments of $2.0 million.
Interest on the term loan is either LIBOR plus 75 basis points or prime minus 50
basis points. The effective interest rate on the term loan was 2.59% at June 30,
2002 as compared to 3.38% at September 30, 2001. The revolving line of credit
and term loan are collateralized by substantially all of our assets.
Our capital expenditures are generally for purchases of property and
equipment. We spent $4.6 million and $10.5 million on such expenditures for the
nine months ended June 30, 2002 and 2001. We spent $834,000 and $3.7 million on
such expenditures for the three months ended June 30, 2002 and 2001,
respectively. The capital expenditures in fiscal year 2002 consisted of
equipment, furniture and leasehold improvement purchases, while the capital
expenditures in fiscal year 2001 were a result of all of these plus construction
costs for the new Orlando office building, in addition to several office
relocations.
We believe that our existing financial resources, together with our cash
flow from operations and availability under our revolving line of credit, will
provide sufficient capital to fund our operations for fiscal year 2002.
Inflation
The rate of inflation has not had a material impact on our operations.
Moreover, if inflation remains at its recent levels, it is not expected to have
a material impact on our operations for the foreseeable future.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We believe that our exposure to market risks is minimal. We do not hold
market-risk sensitive instruments for trading purposes. We entered into one
derivative financial instrument, a swap agreement, to hedge cash flows related
to the LIBOR interest rate risk. Both at inception of the hedge and on an
ongoing basis, we assume there is no ineffectiveness in the hedging relationship
of interest rate risk involving interest-bearing debt and the interest-rate
swap. The effectiveness of the hedge is evaluated on a quarterly basis. Based on
a hypothetical 1% point increase in the period ending market interest rate as of
June 30, 2002, the change in the fair value of this liability would be
approximately $300,000. We believe this instrument will be highly effective in
the hedging of cash flows. We hold no other financial instruments or derivative
commodity instruments to hedge any market risk, nor do we currently plan to
employ them in the near future.
22
The interest rate on our revolving line of credit and term loan ranges from
LIBOR plus 50 basis points to prime minus 125 basis points if our funded debt
coverage ratio is less than 2.5 (2.34% at June 30, 2002). The range increases to
LIBOR plus 75 basis points to prime minus 100 basis points if our funded debt
coverage ratio is between 2.5 to 3.0. The Company mitigates interest rate risk
by continually monitoring interest rates and electing the lower of the LIBOR or
prime rate option available under the line of credit or term loan. As of June
30, 2002, the fair value of the debt is consistent with the outstanding
principal balance.
Because the interest rates under our revolving line of credit and term loan
are variable, to the extent that we have borrowings outstanding, there may be
market risk relating to the amount of such borrowings, however, our exposure is
minimal due to the short-term nature of these borrowings.
PART II
Item 1. 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 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
23
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
Exhibit Number Description
-------------- -----------
10.1 PBSJ Employee Profit Sharing and
Stock Ownership Plan and Trust
Agreement, amended and restated, dated
February 22, 2002.
10.11 Credit Agreement, amended and restated,
dated as of June 30, 2002, between Bank
of America, N.A. and Post, Buckley,
Schuh & Jernigan, Inc., the
Registrant's subsidiary.
99.1 Chief Executive Officer Certification
Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Chief Financial Officer Certification
Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K - None.
24
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.
The PBSJ Corporation
Dated: August 14, 2002 By /s/ Richard A. Wickett
--------------- -----------------------
Richard A. Wickett
Chairman,
Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Capacity Date
----------------------- ---------------------------------- ----------------
/s/ Richard A. Wickett Chairman, Chief Financial August 14, 2002
- ---------------------- Officer and Treasurer
Richard A. Wickett
/s/ John B. Zumwalt, III Vice Chairman, President and August 14, 2002
- ------------------------ Chief Executive Officer
John B. Zumwalt, III
/s/ Robert J. Paulsen Executive Vice President and August 14, 2002
- --------------------- Secretary
Robert J. Paulsen
/s/ John S. Shearer Vice President August 14, 2002
- -------------------
John S. Shearer
/s/ Todd J. Kenner Vice President August 14, 2002
- ------------------
Todd J. Kenner
/s/ H. Michael Dye Vice President August 14, 2002
- ------------------
H. Michael Dye
25
Exhibit Index
Exhibit Number Description
-------------- -----------
10.1 PBSJ Employee Profit Sharing and
Stock Ownership Plan and Trust
Agreement, amended and restated, dated
February 22, 2002.
10.11 Credit Agreement, amended and restated,
dated as of June 30, 2002, between Bank
of America, N.A. and Post, Buckley,
Schuh & Jernigan, Inc., the
Registrant's subsidiary.
99.1 Chief Executive Officer Certification
Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Chief Financial Officer Certification
Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.