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 Commission file number
March 31, 2003 000-23943
PETER KIEWIT SONS', INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1842817
(State of Incorporation) (I.R.S. Employer Identification No.)
Kiewit Plaza, Omaha Nebraska 68131
(Address of principal executive offices) (Zip Code)
(402) 342-2052
(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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares outstanding of each of the registrant's classes of
common stock as of May 14, 2003:
Title of Class Shares Outstanding
Common Stock, $0.01 par value 28,710,623
PETER KIEWIT SONS', INC.
Index
Page
- ---------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements.
Consolidated Condensed Statements of Earnings for the
three months ended March 31, 2003 and 2002 2
Consolidated Condensed Balance Sheets as of
March 31, 2003 and December 28, 2002 3
Consolidated Condensed Statements of Cash Flows for the
three months ended March 31, 2003 and 2002 4
Notes to Consolidated Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 13
Item 3. Quantitative and Qualitative Disclosure about
Market Risk. 18
Item 4. Controls and Procedures 18
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K. 19
Signatures 19
Certifications 20
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Independent Accountants' Review Report
The Board of Directors and Stockholders
Peter Kiewit Sons', Inc.:
We have reviewed the consolidated condensed balance sheets of Peter Kiewit
Sons', Inc. and subsidiaries as of March 31, 2003, and the related
consolidated condensed statements of earnings for the three month periods
ended March 31, 2003 and 2002, and the consolidated condensed statements of
cash flows for the three month periods ended March 31, 2003 and 2002. These
consolidated condensed 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 financial statements taken as a whole. Accordingly, we
do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated condensed financial statements referred to
above 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
Peter Kiewit Sons', Inc. and subsidiaries as of December 28, 2002, and the
related consolidated statements of earnings, changes in redeemable common
stock and comprehensive income, and cash flows for the year then ended (not
presented herein); and in our report dated February 28, 2003, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying consolidated condensed
balance sheet as of December 28, 2002, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has
been derived.
(signed) KPMG LLP
Omaha, Nebraska
May 14, 2003
1
PETER KIEWIT SONS', INC.
Consolidated Condensed Statements of Earnings
(unaudited)
Three Months Ended
March 31,
--------------------------------
2003 2002
------------ -----------
(dollars in millions,
except per share data)
Revenue $ 806 $ 809
Cost of revenue (735) (748)
--------- ---------
71 61
General and administrative expenses (58) (51)
Gain on sale of operating assets 3 10
--------- ---------
Operating earnings 16 20
Other income (expense):
Investment income and equity earnings, net 3 (7)
Interest expense (1) (1)
Other, net 2 4
--------- ---------
4 (4)
--------- ---------
Earnings before income taxes, cumulative effect of change in accounting
principle and minority interest 20 16
Provision for income taxes (8) (6)
--------- ---------
Earnings before cumulative effect of change in
accounting principle and minority interest 12 10
Cumulative effect of change in accounting principle,
net of tax 3 -
--------- ---------
Net earnings $ 15 $ 10
========= =========
Basic earnings per share:
Earnings before cumulative effect of change
in accounting principle $ .41 $ .32
Cumulative effect of change in accounting
Principle 10 -
--------- ---------
Net earnings $ .51 $ .32
========= =========
Diluted earnings per share:
Earnings before cumulative effect of change
in accounting principle $ .40 $ .31
Cumulative effect of change in accounting
Principle .10 -
--------- ---------
Net earnings $ .50 $ .31
========= =========
See accompanying notes to consolidated condensed financial statements.
2
PETER KIEWIT SONS', INC.
Consolidated Condensed Balance Sheets
March 31,
2003 December 28,
(unaudited) 2002
------------ -------------
(dollars in millions)
ASSETS
Current assets:
Cash and cash equivalents $ 201 $ 275
Investments 112 111
Receivables, less allowance of $9 and $13 493 554
Unbilled contract revenue 121 128
Contract costs in excess of related revenue 42 59
Investment in construction joint ventures 221 258
Deferred income taxes 37 45
Other 46 22
-------- --------
Total current assets 1,273 1,452
Property, plant and equipment, less accumulated
depreciation and amortization of $494 and $480 329 327
Other assets 94 97
-------- --------
$ 1,696 $ 1,876
======== ========
LIABILITIES AND REDEEMABLE COMMON STOCK
Current liabilities:
Accounts payable, including retainage of
$66 and $67 $ 188 $ 248
Accrued costs on construction contracts 183 195
Billings in excess of related costs and earnings 199 217
Accrued insurance costs 69 66
Accrued payroll 21 37
Other 30 53
------- -------
Total current liabilities 690 816
Long-term debt, less current portion 24 24
Deferred income taxes 31 31
Other liabilities 6 10
Preferred stock, no par value, 250,000 shares
authorized, no shares outstanding - -
Redeemable common stock ($781 million and $849
million aggregate redemption value):
Common stock, $.01 par value, 125 million
shares authorized 28,771,751 and 31,288,355
outstanding - -
Additional paid-in capital 205 223
Accumulated other comprehensive loss (6) (9)
Retained earnings 746 781
------- -------
Total redeemable common stock 945 995
------- -------
$ 1,696 $ 1,876
======= =======
See accompanying notes to consolidated condensed financial statements.
3
PETER KIEWIT SONS', INC.
Consolidated Condensed Statements of Cash Flows
(unaudited)
Three Months Ended
March 31,
---------------------------
2003 2002
-------- --------
(dollars in millions)
Cash flows from operations:
Net cash provided by operations $ 21 $ 7
Cash flows from investing activities:
Purchases of available-for-sale securities (1) (19)
Payments received on notes receivable 2 1
Proceeds from sales of property, plant and equipment 5 13
Capital expenditures (25) (49)
-------- ---------
Net cash used in investing activities (19) (54)
Cash flows from financing activities:
Repurchases of common stock (69) (38)
Dividends paid (10) (9)
-------- ---------
Net cash used in financing activities (79) (47)
Effect of exchange rates on cash 3 -
-------- ---------
Net decrease in cash and cash equivalents (74) (94)
Cash and cash equivalents at beginning of period 275 216
-------- ---------
Cash and cash equivalents at end of period $ 201 $ 122
======== =========
See accompanying notes to consolidated condensed financial statements.
4
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements
1. Basis of Presentation:
The consolidated condensed balance sheet of Peter Kiewit Sons', Inc.
("PKS", which together with its subsidiaries is referred to herein as the
"Company") at December 28, 2002 has been condensed from the Company's audited
balance sheet as of that date. All other financial statements contained
herein are unaudited and, in the opinion of management, contain all
adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of financial position and results of operations and cash
flows for the periods presented. The Company's accounting policies and
certain other disclosures are set forth in the notes to the consolidated
financial statements contained in the Company's Annual Report on Form 10-K.
Management believes that the disclosures are adequate to make the information
presented not misleading.
The Company became aware of an accounting error that occurred during the
fourth quarter of 2002 on a nonsponsored joint venture. The error resulted
in an overstatement of 2002 net earnings by $4 million. The Company has
corrected the error during the three months ended March 31, 2003. The
Company does not believe that the correction of this error is material to
2002 operations nor will it be material to 2003 operations. Excluding this
adjustment, net earnings for the three months ended March 31, 2003 were $19
million.
The results of operations for the three months ended March 31, 2003 are
not necessarily indicative of the results to be expected for the full year.
When appropriate, items within the consolidated condensed financial
statements have been reclassified in the previous periods to conform to
current year presentation.
2. Change in Accounting Principle:
Effective December 29, 2002, the Company adopted, as required, the
provisions of Statement of Financial Accounting Standards No. 143 (SFAS 143),
"Accounting for Asset Retirement Obligations." SFAS 143 establishes new
reporting standards of accounting for the Company's reclamation liability
associated with its coal mining operation. The new reporting standards
require retirement obligations to be measured at fair value and displayed as
a liability when incurred. Associated asset retirement costs are capitalized
as part of the carrying amount of the long-lived asset and subsequently
allocated to expense over the asset's useful life. Prior to implementing
SFAS 143, reclamation liability was provided without regard to the time value
of money.
The cumulative effect of implementing SFAS 143 resulted in an increase
in net earnings of $3 million or $.10 per share for the three months ended
March 31, 2003.
5
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
2. Change in Accounting Principle, Continued:
The following unaudited pro forma information reflects the Company's
results for the three months ended March 31, 2003 and 2002 as if the change
had been retroactively applied:
Three Months Ended
March 31,
---------------------------
2003 2002
-------- --------
(dollars in millions, except
per share data)
Net earnings $ 12 $ 10
====== ======
Net earnings per share:
Basic $ .41 $ .32
====== ======
Diluted $ .40 $ .31
====== ======
The following unaudited, pro-forma financial information reflects the
Company's reclamation liability at December 28, 2002 as if the change had been
retroactively applied:
December 28,
2002
-------------------
(dollars in millions)
Reported reclamation liability, current and noncurrent $ 11
Adjustment for SFAS 143 (5)
-----------
Adjusted reclamation liability, current and noncurrent $ 6
===========
Reclamation liabilities incurred, liabilities settled and accretion expense
were all less than $1 million for the three months ended March 31, 2003.
6
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
3. Earnings Per Share:
Basic earnings per share has been computed using the weighted average
number of shares outstanding during each period. Diluted earnings per share
gives effect to convertible debentures considered to be dilutive common stock
equivalents. The potentially dilutive convertible debentures are calculated
in accordance with the "if converted" method. This method assumes that the
after-tax interest expense associated with the debentures is an addition to
income and the debentures are converted into equity with the resulting common
shares being aggregated with the weighted average shares outstanding.
Three Months Ended
March 31,
---------------------
2003 2002
-------- --------
(dollars in millions)
Net earnings available to common stockholders (in millions) $ 15 $ 10
Add: Interest expense, net of tax effect,
associated with convertible debentures * *
------ -------
Net earnings for diluted shares $ 15 $ 10
====== =======
Total number of weighted average shares outstanding
used to compute basic earnings per share (in thousands) 29,024 29,983
Additional dilutive shares assuming
conversion of convertible debentures 1,039 1,617
------ -------
Total number of shares used to compute
diluted earnings per share 30,063 31,600
====== ======
Basic earnings per share:
Earnings before cumulative effect of change in
accounting principle $ .41 $ .32
Cumulative effect of change in accounting principle .10 -
------ ------
Net earnings $ .51 $ .32
====== ======
Diluted earnings per share:
Earnings before cumulative effect of change in
accounting principle $ .40 $ .31
Cumulative effect of change in accounting principle .10 -
------ ------
Net earnings $ .50 $ .31
====== ======
* Interest expense attributable to convertible debentures was less than $.5
million
7
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
4. Financial Instruments:
Retainage on Construction Contracts:
Construction contracts generally provide for progress payments as work
is completed, a portion of which is customarily retained until performance is
substantially complete. Retainage on uncompleted projects, the majority of
which is expected to be collected within one year, is included in receivables
at March 31, 2003 and December 28, 2002.
In some instances, the Company is able to substitute bank letters of
credit or escrowed securities in lieu of a retainage. Substituting securities
in lieu of retainage is a technique employed by construction companies to earn
interest on retained balances. Included in retainage are escrowed securities
which are not yet due, carried at fair value, which is determined based on
quoted market prices for the securities on hand or for similar investments.
Net unrealized holding gains and losses, if any, are reported as a separate
component of accumulated other comprehensive income (loss), net of tax.
Included in escrowed securities are stock warrants that are carried at
fair value. Such fair value is based on a valuation model. Unrealized gains
and losses are recognized as a component of investment income in the
Consolidated Statement of Earnings.
The following summarizes the components of retainage on uncompleted
projects which is not yet due included in receivables at March 31, 2003 and
December 28, 2002:
March 31, December 28,
2003 2002
------------- --------------
(dollars in millions)
Escrowed securities:
Stock warrants $ 20 $ 19
Other securities, primarily money market accounts
and governmental securities 34 39
--------- --------
54 58
Other retainage held by owners in cash and
cash equivalents 94 94
--------- --------
$ 148 $ 152
========= ========
Also included in accounts receivable at March 31, 2003 and December 28, 2002
are $6 million and $1 million, respectively, of securities held by the owners
which are now due as the contracts are completed.
8
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
5. Goodwill and Intangible Assets:
Amortized intangibles consist of the following at March 31, 2003 and
December 28, 2002:
March 31, 2003 December 28, 2002
---------------------------- ----------------------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
------------- ------------ -------------- ------------
(dollars in millions)
Coal contracts $ 59 $ (10) $ 59 $ (9)
Other 3 - 3 -
-------- -------- -------- --------
$ 62 $ (10) $ 62 $ (9)
======== ======== ======== ========
Amortization expense recognized on intangibles for the three months ended
March 31, 2003 and 2002 were $1 million and $1 million, respectively.
Future amortization expense is estimated to be $4 million for each of the
fiscal years ended 2003-2007.
There were no changes in goodwill at March 31, 2003 from the net carrying
amount of $27 million at December 28, 2002.
6. Comprehensive Income:
Comprehensive income includes net earnings, unrealized gains (losses) on
securities and foreign currency translation adjustments which are charged or
credited to the cumulative translation account within Redeemable Common Stock.
Comprehensive income for the three months ended March 31, 2003 and 2002 is as
follows:
Three Months Ended
March 31,
-----------------------------
2003 2002
-------- --------
(dollars in millions)
Net earnings $ 15 $ 10
Other comprehensive income (loss), before tax:
Unrealized losses arising during period - (2)
Foreign currency translation adjustments 5 -
Income tax (expense) benefit related to items of
other comprehensive income (2) 1
----- -----
Comprehensive income $ 18 $ 9
===== =====
9
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
7. Segment Data:
The Company primarily operates in the construction industry and currently has
one reportable operating segment. The Construction segment performs services
for a broad range of public and private customers primarily in North America.
Construction services are performed in the following construction markets:
transportation (including highways, bridges, airports, mass transit and
rail); power, heat, cooling; commercial buildings; sewage and solid waste;
water supply/dams; petroleum; mining; and telecommunication infrastructure.
Sources of revenue for the "other" category consist primarily of the
Company's coal sales.
Intersegment sales are recorded at cost. Operating earnings is comprised of
net sales less all identifiable operating expenses, allocated general and
administrative expenses, gain on sale of operating assets, depreciation and
amortization. Investment income, interest expense and income taxes have been
excluded from segment operations. The management fee earned by the Company
for mine management and related coal mining operations services is excluded
from the segment information that follows as it is included in other income
on the Consolidated Statement of Earnings and not included in operating
earnings. Segment asset information has not been presented as it is not
reported to or reviewed by the chief operating decision maker.
Three Months Ended Three Months Ended
March 31, 2003 March 31, 2002
---------------------- -----------------------
Construction Other Construction Other
------------ ----- ------------ -----
(dollars in millions)
Revenue - external customers $ 795 $ 11 $ 797 $ 12
========== ===== ========== =====
Operating earnings $ 14 $ 2 $ 16 $ 4
========== ===== ========== =====
8. Other Matters:
Materials Spin-Off:
In connection with the September 30, 2000 spin-off of Kiewit Materials
Company ("Materials") by PKS, Materials and PKS entered into a Tax Sharing
Agreement (the "Tax Sharing Agreement"). Under the Tax Sharing Agreement,
with respect to periods, or portions thereof, ending on or before the spin-
off, Materials and PKS generally will be responsible for paying the taxes
relating to such returns, including any subsequent adjustments resulting from
the redetermination of such tax liabilities by the applicable taxing
authorities, that are allocable to the materials business and construction
business, respectively. The Tax Sharing Agreement also provides that
Materials and PKS will indemnify the other from certain taxes and expenses
that would be assessed if the spin-off were determined to be taxable, but
solely to the extent that such determination arose out of the breach by
Materials or PKS, respectively, of certain representations made to the
Internal Revenue Service in connection with the private letter ruling issued
with respect to the spin-off.
10
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
8. Other Matters, Continued:
Other:
On April 25, 2001, Bibb and Associates, Inc. ("Bibb"), a subsidiary of PKS,
was served with a complaint (the "Complaint") filed in the Circuit Court of
Jackson County, Missouri (the "Court"), in an action brought by Kansas City
Power & Light ("KCPL") with respect to a January 13, 1999 explosion at KCPL's
Hawthorn No. 5 power plant. The Complaint lists a total of 13 defendants,
and generally alleges as to Bibb, strict liability, negligence, professional
gross negligence, fraud, negligent misrepresentation and wrongful inducement
to contract. The Complaint also names PKS, and alleges that PKS is either
the alter ego of Bibb or the successor to Bibb's liability. The Complaint
alleges damages in excess of $450 million including property damage, costs of
replacement of power and lost profits. PKS believes that the factual
allegations and legal claims asserted against Bibb and PKS are without merit
and intends to vigorously defend them.
On November 19, 2002, a suit was filed in the District Court, City and County
of Broomfield, Colorado for an unspecified amount of damages by Gary Haegle,
derivatively on behalf of Level 3 Communications, Inc. ("Level 3"), against
Walter Scott, Jr., James Q. Crowe, R. Douglas Bradbury, Charles C. Miller,
III, Kevin V. O'Hara, Mogens C. Bay, William L. Grewcock, Richard Jaros,
Robert E. Julian, David C. McCourt, Kenneth E. Stinson, Michael B. Yanney,
Colin V. K. Williams (collectively, the "Level 3 Directors") and PKS. The
suit alleges that the Level 3 Directors breached their fiduciary duty with
respect to various transactions between Level 3 and PKS, and that PKS aided
and abetted the Level 3 Directors in their alleged breach of fiduciary duty.
The suit also alleges that PKS exercised improper control over certain of the
Level 3 Directors. PKS believes that the factual allegations and legal
claims made against it are without merit and intends to vigorously defend
them.
The Company is involved in various other lawsuits and claims incidental to
its business. Management believes that any resulting liability, beyond that
provided, should not materially affect the Company's financial position,
future results of operations or future cash flows.
During the three months ended March 31, 2003, the Company settled $10 million
of claims on a sole contract and joint venture project. The Company also
experienced a $23 million reduction in a sole contract job loss for the three
months ended March 31, 2003.
During the three months ended March 31, 2003, the Company became aware of an
accounting error on a nonsponsored joint venture resulting in a $4 million
after-tax reduction in net earnings. Excluding this adjustment, net earnings
for the three months ended March 31, 2003 were $19 million.
It is customary in the Company's industry to use various financial
instruments in the normal course of business. These instruments include
items such as letters of credit. Letters of credit are conditional
commitments issued on behalf of the Company in accordance with specified
terms and conditions. The Company has informal arrangements with a number of
banks to provide such commitments. As of March 31, 2003, the Company had
outstanding letters of credit of approximately $191 million.
11
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
9. Recent Accounting Pronouncements:
In April 2002, the Financial Accounting Standards Board "FASB" issued
Statement of Financial Accounting Standards "SFAS" No. 145 (SFAS 145),
Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13 and Technical Corrections. The Company adopted SFAS 145 in 2003.
Adoption of SFAS 145 did not have an impact on the Company's financial
statements.
In July 2002, the Financial Accounting Standards Board "FASB" issued
Statement of Financial Accounting Standards SFAS No. 146 (SFAS 146),
"Accounting For Costs Associated with Exit or Disposal Activities." Adoption
of SFAS 146 did not have an impact on the Company's financial statements.
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 expands on the
accounting guidance of SFAS No. 5, 57 and 107 and incorporates without change
the provisions of FASB Interpretation No. 34, which is being superseded. FIN
45 elaborates on existing disclosure requirements for most guarantees,
including standby letters of credit. It also clarifies that guarantees must
be recognized as an initial liability for fair value, or market value, of the
obligations assumed under the guarantee and that this information must be
disclosed in interim and annual financial statements. FIN 45 applies on a
prospective basis to guarantees issued or modified after December 31, 2002.
The Company adopted FIN 45 in 2003. The adoption of FIN 45 did not have an
impact on the Company's financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 addresses the
consolidation of variable interest entities in which the equity investment at
risk is not sufficient to permit the entity to finance its activities without
additional subordinated financial support from other parties, or the equity
investors lack one or more of the essential characteristics of a controlling
financial interest. FIN 46 requires enterprises to consolidate and disclose
existing unconsolidated variable interest entities in which they are the
primary beneficiaries if the entities do not effectively disperse risk among
the parties involved. FIN 46 also requires disclosures by an enterprise
holding significant interests in variable interest entities in which it is
not a primary beneficiary. FIN 46 applies immediately to variable interest
entities created or in which interest is obtained after January 31, 2003.
FIN 46 applies in the first fiscal year or interim period beginning after
June 15, 2003, to variable interest entities in which an interest was
acquired before February 1, 2003. The Company is currently assessing the
impact of the adoption of FIN 46 on those entities acquired before
February 1, 2003. No interests in entities have been acquired after
January 31, 2003. The Company does not anticipate the adoption of FIN 46 to
have a material effect on its consolidated financial position or results of
operations. The preliminary assessment is that the Company's investment in
construction joint ventures does not qualify as a variable interest entity.
12
PETER KIEWIT SONS', INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
This document contains forward looking statements and information that
are based on the beliefs of management as well as assumptions made by and
information currently available to the Company. When used in this document,
the words "anticipate," "believe," "estimate," "expect" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current
views of the Company with respect to future events and are subject to certain
risks or uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this document.
Results of Operations - First Quarter 2003 vs. First Quarter 2002
Revenue.
Revenue for the three months ended March 31, 2003 consisted of $532
million from sole contracts, $263 million from joint ventures and $11 million
from other sources. Total revenues decreased $3 million or 0.4% from the
same period in 2002. The decrease was primarily attributable to a $23
million decrease in a significant fiber optic project that was completed
during 2002 and a decrease in various sole contract projects of $53 million.
Offsetting these decreases was a $78 million increase in revenue on three
significant joint venture transportation projects.
Contract backlog was $3.9 billion and $4.2 billion at March 31, 2003 and
December 28, 2002, respectively. Backlog included $2.1 billion for sole
contracts and $1.8 billion for the Company's share of joint ventures at
March 31, 2003. Foreign operations, located primarily in Canada, represent
6.5% of backlog at March 31, 2003. Domestic projects are spread
geographically throughout the U.S. The Company's share of a highway contract
in Colorado and bridge contracts in California and Washington make up 41% of
total backlog at March 31, 2003.
Margin.
Margins for the three months ended March 31, 2003 consisted of $47
million from sole contracts, $20 million from joint ventures and $4 million
from other sources. Total margin increased $10 million or 16.4% from the
same period in 2002. Construction margin (including both sole contracts and
the Company's share of joint ventures), as a percentage of revenue, for the
three months ended March 31, 2003 increased to 8.4% compared to 7.0% in 2002.
The increased margin is primarily attributable to an increase of $10 million
in claim settlements on sole contract and joint venture projects for the
three months ended March 31, 2003 when compared to the same period in 2002.
The Company also experienced a $23 million reduction in a sole contract job
loss for the three months ended March 31, 2003. These increases in margin
were partially offset by a $23 million increase in sole contract and joint
venture losses.
General and Administrative Expenses.
General and administrative expenses for the three months ended March 31,
2003 increased $7 million from the same period in 2002. As a percentage of
revenue, general and administrative expenses for the three months ended
March 31, 2003 increased to 7.2% compared to 6.3% for the same period in
2002. The increase was primarily attributed to a $4 million increase in
profit sharing expense and a $2 million increase in Home Office costs related
to a potential corporate conversion to a limited partnership.
13
Gain on Sale of Operating Assets.
Net gains on the disposition of property, plant and equipment and other
assets during the three months ended March 31, 2003 decreased $7 million from
the same period in 2002. The decrease was attributed to lower gains on sales
of fewer pieces of equipment during the three months ended March 31, 2003 as
compared to the same period in 2002.
Investment Income and Equity Earnings, net.
Investment income and equity earnings increased $10 million for the
three months ended March 31, 2003 from the same period in 2002. The increase
was attributable to the Company recognizing a $1 million unrealized holding
gain on its investment in stock warrants during the first three months ended
March 2003 as compared to a $9 million unrealized holding loss for the same
period in 2002.
Other, net.
Other income is comprised primarily of mine management fee income. The
Company's fee is a percentage of adjusted operating earnings of coal mines
managed, as defined in a mine management agreement. The mines earn the
majority of their revenues under long-term contracts. The remainder of the
mines' sales are made on the spot market where prices are substantially lower
than those of the long-term contracts. Fees for these services for the three
months ended March 31, 2003 decreased $1 million from the same period in
2002. The decrease was primarily attributed to a decrease in operating
earnings related to restructuring charges incurred at one of the mines during
the three months ended March 31, 2003.
Provision for income taxes.
The effective income tax rates for the three months ended March 31, 2003
and 2002 were 41% and 40%, respectively. These rates differ from the federal
statutory rate of 35% primarily due to state income taxes. The effective
state tax rate significantly increased in 2003 from 2002 because of an
increase in the concentration of contracts in jurisdictions with higher tax
rates.
14
Financial Condition - March 31, 2003 vs. December 28, 2002
Cash and cash equivalents decreased $74 million to $201 million at
March 31, 2003 from $275 million at December 28, 2002. The decrease reflects
net cash provided by operations of $21 million and effect of exchange rates
of $3 million; offset by net cash used in investing activities of $19 million
and $79 million used in financing activities.
Net cash provided by operating activities for the three months ended
March 31, 2003 increased by $14 million to $21 million as compared to the
same period in 2002. This increase was primarily due to decreased working
capital requirements for construction contracts. Cash provided or used by
operating activities is affected to a large degree by the mix, timing, stage
of completion and terms of individual contracts which are reflected in
changes through current assets and liabilities.
Net cash used in investing activities for the three months ended
March 31, 2003 decreased by $35 million to $19 million as compared to the
same period in 2002. This decrease was due primarily to a decrease of cash
used for capital expenditures of $24 million, predominately related to the
development of an operating office in Texas during 2002, and purchases of
securities of $18 million. This decrease was primarily offset by a reduction
in proceeds from sales of property, plant and equipment of $8 million.
Capital spending varies due to the nature and timing of jobs awarded.
Management does not expect any material changes to capital spending.
Acquisitions depend largely on market conditions.
Net cash used in financing activities for the three months ended
March 31, 2003 increased by $32 million to $79 million as compared to the
same time period in 2002. This increase was primarily due to an increase in
repurchases of common stock of $31 million.
Liquidity.
During the three months ended March 31, 2003 and 2002, the Company
expended $25 million and $49 million, respectively, on capital expenditures
and acquisitions, net of cash. The Company anticipates that its future cash
requirements for capital expenditures and acquisitions will not change
significantly from these historical amounts. Cash generated by joint
ventures, while readily available, historically is generally not distributed
to partners until the liabilities and commitments of the joint ventures have
been substantially satisfied. Other long-term liquidity uses include the
payment of income taxes and the payment of dividends. As of March 31, 2003,
the Company had no material firm binding purchase commitments related to its
investments other than meeting the normal course of business needs of its
construction joint ventures. The current portion of long-term debt is less
than $1 million. PKS paid dividends during the three months ended March 31,
2003 and 2002 of $10 million and $9 million, respectively. These amounts
were determined by the Board of Directors and were paid in January of each
such year. The Company also has the commitment to repurchase Common Stock at
any time during the year from shareholders.
At the July 25, 2002 meeting of PKS' Board, the Directors gave
preliminary approval to pursue a corporate reorganization plan which would
change the legal ownership structure of PKS from a corporation to a limited
partnership. PKS is continuing to study the feasibility of the proposed
reorganization. If effected, the Company believes it will have sufficient
capital to fund its operations.
The Company's current financial condition, together with anticipated
cash flows from operations, should be sufficient for immediate cash
requirements and future investing activities. The Company does not presently
have any committed bank credit facilities. In the past, the Company has been
able to borrow on terms satisfactory to it. The Company believes that, to
the extent necessary, it will likewise be able to borrow funds on acceptable
terms for the foreseeable future.
15
Critical Accounting Policies.
Revenue Recognition - Construction Contracts:
The Company, through its subsidiaries, operates as a general contractor
throughout North America and engages in various types of construction projects
for both public and private owners. Credit risk is minimal with public
(government) owners since the Company ascertains that funds have been
appropriated by the governmental project owner prior to commencing work on
public projects. Most public contracts are subject to termination at the
election of the government. However, in the event of termination, the Company
is entitled to receive the contract price on completed work and reimbursement
of termination-related costs. Credit risk with private owners is minimized
because of statutory mechanics liens, which give the Company high priority in
the event of lien foreclosures following financial difficulties of private
owners.
The construction industry is highly competitive and lacks firms with
dominant market power. A substantial portion of the Company's business
involves construction contracts obtained through competitive bidding. A
company's ability to bid on new projects is affected by many factors, including
its ability to obtain performance bonds. Currently, the Company has not
experienced, nor does management anticipate, any problems securing performance
bonds on future projects. The volume and profitability of the Company's
construction work depends to a significant extent upon the general state of the
economies of North America and the volume of work available to contractors.
The Company's construction operations could be adversely affected by labor
stoppages or shortages, adverse weather conditions, shortages of supplies or
other governmental action.
The Company uses the percentage of completion method of accounting. For
fixed-price construction contracts, an estimated percentage of completion for
each contract, as determined by the Company's engineering estimate based on the
amount of work performed, is applied to total estimated revenue. For cost-plus
construction contracts, the percentage of completion, based upon costs incurred
divided by projected costs, is applied to total estimated profit. Provision is
made for the entire amount of future estimated losses on construction contracts
in progress; claims for additional contract compensation, however, are not
reflected in the accounts until the period in which such claims are settled.
Claims are considered settled when cash is received or upon receipt of a signed
written agreement with respect to such claims. Revisions in cost and profit
estimates during the course of the work are reflected in the accounting period
in which the facts which require the revision become known. It is at least
reasonably possible that cost and profit estimates will be revised in the near-
term.
In accordance with industry practice, amounts realizable and payable under
contracts which may extend beyond one year are included in current assets and
liabilities.
Investments:
The Company evaluates its investments for other than temporary declines in
value. Several factors are analyzed in evaluating investments including an
analysis of the relevant company, its industry, valuation levels and subsequent
developments. Unrealized losses that are determined to be other than temporary
are recognized in earnings.
Included in accounts receivable retainage are securities that relate to
stock warrants which are carried at fair value. Such fair value is estimated
based on a valuation model. Unrealized gains and losses are recognized as a
component of investment income in the Consolidated Statement of Earnings.
16
Construction Joint Ventures:
The Company participates in various construction joint venture
partnerships. Generally, each construction joint venture is formed to
accomplish a specific project, is jointly controlled by the joint venture
partners and is dissolved upon completion of the project. The Company selects
its joint venture partners based on its analysis of the prospective venturer's
construction and financial capabilities, expertise in the type of work to be
performed and past working relationships with the Company, among other
criteria. The joint venture agreements typically provide that the interests of
the Company in any profits and assets, and its respective share in any losses
and liabilities that may result from the performance of the contract are
limited to the Company's stated percentage interest in the project. The
venture's contract with the project owner typically requires joint and several
liability, however the Company's agreements with its joint venture partners
provide that each party will assume and pay its full proportionate share of any
losses resulting from a project. Investments in construction joint ventures
are accounted for under the equity method in the consolidated balance sheet.
The Company accounts for its share of the operations of the construction joint
ventures on a pro rata basis in the consolidated statements of earnings under
Emerging Issues Task Force ("EITF") Issue No. 00-1 "Investor Balance Sheet and
Income Statement Display under the Equity Method for Investments in Certain
Partnerships and Other Ventures."
Property, Plant and Equipment:
Property, plant and equipment are recorded at cost. Depreciation for the
majority of the Company's property, plant and equipment is calculated using
accelerated methods. The estimated useful lives of the Company's property,
plant and equipment are as follows:
Land improvements 10 - 15 years
Buildings 5 - 39 years
Equipment 3 - 20 years
A change in depreciation methods or estimated useful lives could have a
significant impact to earnings.
Accrued Insurance Costs:
The Company is self-insured for certain general, auto and worker's
compensation claims, and accrues for the estimated ultimate liability for
incurred losses, both reported and unreported. The Company bases its estimate
of loss on historic trends modified for recent events and records its estimate
of loss without regard to the time value of money. It is at least reasonably
possible that the estimate of ultimate liability will be revised in the near-
term.
17
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
The Company holds a diversified portfolio of investments that includes
cash, high quality commercial paper with maturities of less than 90 days, US
Government debt obligations and money market, stock and bond mutual funds and
stock warrants. Except for cash, each of these investments is subject, in
varying degrees, to market risks, interest rate risks, economic risks and
credit risks. These risks, among others, can result in loss of principle.
The majority of the Company's investments consist of holdings in a money
market mutual fund.
In addition, the Company is a limited partner in an investment limited
partnership. The investment objective of the investment partnership is to
generate current income and capital appreciation while minimizing the
potential for loss of principal. The investment partnership may use a
variety of investment strategies with the principal one being merger
arbitrage. In general, a merger arbitrage strategy involves purchasing the
stock of a company being acquired or merging with another company and selling
short the stock of the acquiring company. A particular merger arbitrage
transaction will either derive a profit or a loss depending on the price
differential between the price of the securities when purchased and the price
ultimately realized when the transaction is completed. The primary risk is
that a loss could result if the transaction is not completed. The investment
partnership invests in a diversified portfolio of these types of transactions
to minimize risk of loss.
Stock warrants are accounted for under SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities." The value of the warrants is
primarily based on the volatility of the underlying stock, the price of the
underlying stock and the time period until the warrants expire. The risk to
the value of the stock warrants predominately relates to the potential change
in volatility and price of the underlying stock.
Item 4. Controls and Procedures
Under the supervision and with the participation of PKS' management,
including PKS' Chief Executive Officer and Chief Financial Officer, PKS has
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based on their evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and
procedures are effective. There were no significant changes in PKS' internal
controls or in other factors that would significantly affect these controls
subsequent to the date of their evaluation.
18
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-K.
15.1 Letter re unaudited interim financial information.
99.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer 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
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
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.
PETER KIEWIT SONS', INC.
Date: May 14, 2003 /s/ Michael J. Piechoski
-------------------------
Michael J. Piechoski
Vice President and Principal Financial Officer
19
CERTIFICATIONS
I, Kenneth E. Stinson, Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Peter Kiewit Sons',
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 we 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 14, 2003
/s/ Kenneth E. Stinson
- -------------------------
Kenneth E. Stinson
Chief Executive Officer
20
I, Michael J. Piechoski, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Peter Kiewit Sons',
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 we 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 14, 2003
/s/ Michael J. Piechoski
- ---------------------------
Michael J. Piechoski
Chief Financial Officer
21