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
March 31, 2004
Commission file number
000-23943
PETER KIEWIT SONS’, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
91-1842817
(I.R.S. Employer Identification No.)
Kiewit Plaza, Omaha Nebraska
(Address of principal executive offices)
68131
(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 7, 2004:
Title of Class
Common Stock, $0.01 par value
Shares Outstanding
29,848,351
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, 2004 and 2003
2
Consolidated Condensed Balance Sheets as of March 31, 2004 and December 27, 2003
3
Consolidated Condensed Statements of Cash Flows for the three months ended
March 31, 2004 and 2003
4
5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
11
Item 3.
14
Item 4.
15
PART II - OTHER INFORMATION
Item 6.
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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, 2004, and the related consolidated condensed statements of earnings for the three month periods ended March 31, 2004 and 2003, and the consolidated condensed statements of cash flows for the three month periods ended March 31, 2004 and 2003. 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 27, 2003, 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 March 2, 2004, 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 27, 2003, 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 5, 2004
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2
3
4
5
PETER KIEWIT SONS’, INC.
Notes to Consolidated Condensed Financial Statements
3.
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 income of $3 million or $.10 per share for the three months ended March 31, 2003.
The following unaudited pro forma information reflects the Company’s results for the three months ended March 31, 2003 as if the change had been retroactively applied:
Three Months Ended
March 31, 2003
(dollars in millions, except
per share data)
Net income
$
12
Net earnings per share:
Basic
$
.41
Diluted
$
.40
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PETER KIEWIT SONS’, INC.
Notes to Consolidated Condensed Financial Statements – (Continued)
4.
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,
2004
2003
(dollars in millions)
Net income available to common stockholders (in millions)
$
11
$
15
Add: Interest expense, net of tax effect,
associated with convertible debentures
*
*
Net income for diluted shares
$
11
$
15
Total number of weighted average shares outstanding used to
compute basic earnings per share (in thousands)
29,969
29,024
Additional dilutive shares assuming
conversion of convertible debentures
1,297
1,039
Total number of shares used to compute
diluted earnings per share
31,266
30,063
Basic earnings per share:
Income before cumulative effect of change in accounting principle
$
.38
$
.41
Cumulative effect of change in accounting principle
-
.10
Net income
$
.38
$
.51
Diluted earnings per share:
Income before cumulative effect of change in accounting principle
$
.37
$
.40
Cumulative effect of change in accounting principle
-
.10
Net income
$
.37
$
.50
* Interest expense attributable to convertible debentures was less than $.5 million, net of tax.
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PETER KIEWIT SONS’, INC.
Notes to Consolidated Condensed Financial Statements – (Continued)
5.
Disclosures about Fair Value of Financial Instruments:
Retainage on Construction Contracts:
The following summarizes the components of retainage on uncompleted projects which is not yet due included in receivables at March 31, 2004 and December 27, 2003:
March 31,
December 27,
2004
2003
(dollars in millions)
Escrowed securities
$
36
$
39
Other retainage held by owners
83
92
$
119
$
131
Also included in accounts receivable at March 31, 2004 and December 27, 2003 are $3 million and less than $.5 million, respectively, of securities held by the owners which are now due as the contracts are completed.
6.
Comprehensive Income:
Comprehensive income includes net income, 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, 2004 and 2003 is as follows:
Three Months Ended
March 31,
2004
2003
(dollars in millions)
Net income
$
11
$
15
Other comprehensive income (loss), before tax:
Unrealized gains arising during period
1
-
Foreign currency translation adjustments
-
5
Income tax expense related to items of other
comprehensive income
-
(2
)
Comprehensive income
$
12
$
18
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.
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PETER KIEWIT SONS’, INC.
Notes to Consolidated Condensed Financial Statements – (Continued)
7.
Segment Data, Continued:
Intersegment sales are recorded at cost. There were no intersegment sales for the three months ended March 31, 2003 and March 31, 2004. Operating income 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 income. 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, 2004
March 31, 2003
Construction
Other
Construction
Other
(dollars in millions)
Revenue – external customers
$
670
$
13
$
795
$
11
Depreciation and amortization
$
16
$
3
$
18
$
2
Operating income
$
12
$
3
$
14
$
2
During the three months ended March 31, 2004, revenue recognized from a single owner in the western region of the United States represented 12.4% of the Company's total revenue.
8.
Other Matters:
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. On January&n
bsp;27, 2004, the Court issued an order to stay the proceedings until June 17, 2004 pending the results of the investigation of the allegations set forth in the suit by the Special Litigation Committee of the Level 3 Board of Directors. PKS believes that the factual allegations and legal claims made against it are without merit and intends to vigorously defend them.
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PETER KIEWIT SONS’, INC.
Notes to Consolidated Condensed Financial Statements – (Continued)
8.
Other Matters, Continued:
On August 7, 2003, BBC-MEC, a Joint Venture (the “Joint Venture”), and its two joint venture partners, including Mass. Electric Construction Co., a subsidiary of PKS, received “target letters” from the U.S. Department of Justice and the United States Attorney for the District of Connecticut (“DOJ”), notifying the Joint Venture and its joint venture partners that each is a target of a criminal investigation in connection with a certain portion of the work performed by the Joint Venture to electrify a high speed rail line from New Haven, Connecticut, to Boston, Massachusetts. The target letters specified potential violations of various federal statutes based on allegations of misconduct in connection with a portion of the work, and invited the parties to meet with the DOJ and attempt to resolve the matter. The parties did meet on October 23, 2003, and the DO
J was provided with pertinent information that it might not have otherwise previously considered in its investigation. The Joint Venture and its joint venture partners also agreed to cooperate in further testing of certain portions of the work. The DOJ agreed to enter into a tolling agreement, allowing them more time to investigate before taking any further action, tolling the running of the statute of limitations until April 23, 2004. At the request of the DOJ, the tolling agreement has been extended to July 30, 2004. The Joint Venture and its joint venture partners continue to believe they have not violated any law in connection with the work. The DOJ is also conducting a parallel civil investigation relating to certain proposed change orders and modifications that were issued in conjunction with the work. Again, the Joint Venture and its joint venture partners believe that the change orders and modifications are appropriate and in accordance with the contract’s terms
and conditions, and are cooperating in the investigation. The Company is currently unable to determine the impact of these investigations upon the future financial position, results of operations or cash flows of either the Company or the Joint Venture.
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.
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 standby letters of credit. Standby letters of credit are conditional commitments issued by financial institutions for the Company naming owners and other third parties as beneficiaries in accordance with specified terms and conditions. The Company has informal arrangements with a number of banks to provide such commitments. At March 31, 2004, the Company had outstanding letters of credit of approximately $175 million.
At the December 10, 2003 meeting of the PKS' Board of Directors, the Board gave preliminary approval to PKS to undertake the formation of an investment entity (the “Fund”) in which stockholders of PKS would have the opportunity to participate on a pro rata basis to their respective ownership of Common Stock. As currently contemplated, the value of the Fund interests is anticipated to be between 25% and 33% of the aggregate redemption value of the currently issued and outstanding PKS Stock. However, the actual value of the Fund interests would ultimately be determined by the Board based upon a number of factors, including, the level of liquidity necessary to fund the Company’s operations. Consequently, there is no assurance that PKS would actually undertake to form the Fund or distribute the Fund interests to stockholders, or whether the actual value of the Fu
nd interests to be distributed would be more or less than currently anticipated.
The Company has entered into an Asset Purchase Agreement (the “Agreement”) to acquire a coal mining entity in the Powder River Basin of Wyoming. The total purchase price after post closing adjustments and the assumption of certain liabilities is estimated to be $70 to $80 million. Closing of the Agreement is subject to certain regulatory approvals that have not yet been and may not be received. If all regulatory approvals are received, the Company hopes to complete the transaction by the end of 2004.
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The Company frequently enters into joint ventures to efficiently allocate expertise and resources among the venturers and to spread risks associated with particular projects. In most joint ventures, if one venturer is financially unable to bear its share of expenses, the other venturers may be required to pay those costs. The Company prefers to act as the sponsor of its joint ventures. The sponsor generally provides the project manager, the majority of venturer-provided personnel, and accounting and other administrative support services. The joint venture generally reimburses the sponsor for such personnel and services on a negotiated basis. The sponsor is generally allocated a majority of the venture’s profits and losses and usually has a controlling vote in joint venture decision-making. During the three months ended March 31,
2004, the Company derived approximately 83% of its joint venture revenue from sponsored joint ventures and approximately 17% from non-sponsored joint ventures. The Company’s share of joint venture revenue accounted for approximately 28% of its revenue for the three months ended March 31, 2004.
Due to its competitive nature, the construction industry experiences lower margins than many other industries. As a result, cost control is a primary focus of the Company. The ability to control costs enables a contractor to bid work more competitively and also to complete the work profitably. Further, since the formula price of Common Stock is based upon the Company’s book value, formula price is primarily driven by the Company’s ability to complete projects profitably. Consequently, the Company views both margin as a percentage of revenue and general and administrative expenses as a percentage of revenue as key measures of operating results.
Results of Operations - First Quarter 2004 vs. First Quarter 2003
Revenue.
Total revenues decreased $123 million or 15.3% from the same period in 2003. Certain significant commercial rail, highway and power plant projects were completed during 2003. For the three months ended March 31, 2004, the Company did not experience an offsetting increase in new work for similar projects. Although the Company added $1 billion of backlog during the three months ended March 31, 2004, much of this work has yet to commence..
Contract backlog was $4.1 billion and $3.7 billion at March 31, 2004 and December 27, 2003, respectively. Additionally, the Company was low bidder on $416 million and $902 million of jobs that had not been awarded at March 31, 2004 and December 27, 2003, respectively. Backlog included $2.6 billion for sole contracts and $1.5 billion for the Company’s share of joint ventures at March 31, 2004. Foreign operations, located primarily in Canada, represent 4.6% of backlog at March 31, 2004. 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 31% of total backlog at March 31, 2004. A single owner in the western region of the United States makes up 13% of total backlog at March 31, 2004.
Margin.
Total margin increased $3 million or 4.2% from the same period in 2003. Total margin, as a percentage of revenue for the three months ended March 31, 2004 increased to 10.8% compared to 8.8% in 2003. The increased margin is primarily attributable to a $28 million reduction in job losses for the three months ended March 31, 2004 as a result of improved cost containment, estimating and bidding efforts. This increase in margin was partially offset by a $23 million reduction in a sole contract job loss during the three months ended March 31, 2003.
General and Administrative Expenses.
General and administrative expenses for the three months ended March 31, 2004 increased $3 million from the same period in 2003. As a percentage of revenue, general and administrative expenses for the three months ended March 31, 2004 increased to 8.9% compared to 7.2% for the same period in 2003. The Company experienced an increase in compensation and travel as a result of several operating offices expanding to markets outside of their previous territories and increased estimating efforts. Offsetting this increase was a decrease in profit sharing expense and a reduction in costs related to the proposed corporate conversion to a limited partnership which was abandoned during 2003.
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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, 2004 decreased $1 million from the same period in 2003. Gain on sale of operating assets is affected to a large degree by market conditions and the specific types and quantity of pieces of equipment sold.
Investment Income and Equity Earnings, net.
Investment income and equity earnings decreased $1 million for the three months ended March 31, 2004 from the same period in 2003. The decrease was attributable to the Company recognizing a $1 million unrealized holding gain on an investment in stock warrants during the first three months ended March 2003.
Other, net.
Other income is comprised primarily of mine management fee income. The Company’s fee is a percentage of adjusted operating income of coal mines managed, as defined in a mine management agreement. Fees for these services for the three months ended March 31, 2004 and 2003 were each $1 million.
Provision for income taxes.
The effective income tax rates for the three months ended March 31, 2004 and 2003 were 37% and 41%, respectively. The rate differs from the federal statutory rate of 35% in 2004 primarily due to state income taxes, offset in part, by prior year tax adjustments. In 2003, the rate differs from the federal statutory rate primarily due to state and foreign income taxes.
Financial Condition - March 31, 2004 vs. December 27, 2003
Cash and cash equivalents decreased $16 million to $465 million at March 31, 2004 from $481 million at December 27, 2003. The decrease reflects net cash provided by operations of $20 million, offset by net cash used in investing activities of $13 million and $23 million used in financing activities.
Net cash provided by operating activities for the three months ended March 31, 2004 decreased by $1 million to $20 million as compared to the same period in 2003. This decrease was primarily due to increased 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, 2004 decreased by $6 million to $13 million as compared to the same period in 2003. This decrease was due primarily to a decrease of cash used for capital expenditures of $7 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, 2004 decreased by $56 million to $23 million as compared to the same time period in 2003. This increase was primarily due to a decrease in repurchases of common stock of $58 million.
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Liquidity.
During the three months ended March 31, 2004 and 2003, the Company expended $18 million and $25 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 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. Other than the Asset Purchase Agreement described in the next paragraph, as of March 31, 2004, 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 jo
int ventures. The current portion of long-term debt is $10 million. PKS paid dividends during the three months ended March 31, 2004 and 2003 of $12 million and $10 million, respectively. These amounts were determined by the Board of Directors and were paid in January of each such year. PKS also has the commitment to repurchase it’s Common Stock at any time during the year from shareholders.
The Company has entered into an Asset Purchase Agreement (the “Agreement”) to acquire a coal mining entity in the Powder River Basin of Wyoming. The total purchase price after post closing adjustments and the assumption of certain liabilities is estimated to be $70 to $80 million. Closing of the Agreement is subject to certain regulatory approvals that have not yet been and may not be received. If all regulatory approvals are received, the Company hopes to complete the transaction by the end of 2004.
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 satisfactory terms. The Company believes that, to the extent necessary, it will likewise be able to borrow funds on acceptable terms for the foreseeable future.
At the December 10, 2003 meeting of the PKS' Board of Directors, the Board gave preliminary approval to PKS to undertake the formation of an investment entity (the “Fund”) in which stockholders of PKS would have the opportunity to participate on a pro rata basis to their respective ownership of Common Stock. As currently contemplated, the value of the Fund interests is anticipated to be between 25% and 33% of the aggregate redemption value of the currently issued and outstanding PKS Stock. However, the actual value of the Fund interests would ultimately be determined by the Board based upon a number of factors, including, the level of liquidity necessary to fund the requirements noted in the preceding paragraphs. Consequently, there is no assurance that PKS would actually undertake to form the Fund or distribute the Fund interests to stockholders, or whether the actual value of the Fund int
erests to be distributed would be more or less than currently anticipated.
Off-Balance Sheet Arrangements.
During 2004 and 2003, the Company did not enter into any off-balance sheet arrangements requiring disclosure under this caption.
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. 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 principal. The majority of the Company’s investments consist of holdings in a money market mutual fund.
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