Attached files

file filename
EX-32.2 - EX-32.2 - JACOBS ENGINEERING GROUP INC /DE/jec-ex322_9.htm
EX-95 - EX-95 - JACOBS ENGINEERING GROUP INC /DE/jec-ex95_10.htm
EX-32.1 - EX-32.1 - JACOBS ENGINEERING GROUP INC /DE/jec-ex321_6.htm
EX-31.2 - EX-31.2 - JACOBS ENGINEERING GROUP INC /DE/jec-ex312_11.htm
EX-31.1 - EX-31.1 - JACOBS ENGINEERING GROUP INC /DE/jec-ex311_8.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Quarterly Report on

FORM 10-Q

(Mark one)

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

For the quarterly period ended December 30, 2016

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

For the transition period from              to             

Commission File Number 1-7463

JACOBS ENGINEERING GROUP INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

95-4081636

(State of incorporation)

(I.R.S. employer identification number)

 

 

1999 Bryan Street, Suite 1200, Dallas, Texas

75201

(Address of principal executive offices)

(Zip code)

 

(214) 583 – 8500

(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      No

Indicate by check-mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes      No

Indicate by check-mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

Indicate by check-mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes     No

Number of shares of common stock outstanding at January 31, 2017: 121,071,296

 

 

 


JACOBS ENGINEERING GROUP INC.

INDEX TO FORM 10-Q

 

 

 

 

Page No.

PART I

FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

3

 

 

 

 

 

 

Consolidated Balance Sheets

3

 

 

 

 

 

 

Consolidated Statements of Earnings - Unaudited

4

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income - Unaudited

5

 

 

 

 

 

 

Consolidated Statements of Cash Flows - Unaudited

6

 

 

 

 

 

 

Notes to Consolidated Financial Statements - Unaudited

7

 

 

 

 

 

Item 2.

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

18

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

27

 

 

 

 

 

Item 4.

Controls and Procedures

27

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

28

 

 

 

 

 

Item 1A.

Risk Factors

28

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

28

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

29

 

 

 

 

 

Item 4.

Mine Safety Disclosures

29

 

 

 

 

 

Item 5.

Other Information

29

 

 

 

 

 

Item 6.

Exhibits

30

 

 

 

SIGNATURES

31

 

Page 2


Part I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

 

 

 

December 30,

2016

(Unaudited)

 

 

September 30,

2016

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

736,546

 

 

$

655,716

 

Receivables

 

 

2,092,854

 

 

 

2,115,663

 

Prepaid expenses and other

 

 

93,998

 

 

 

93,091

 

Total current assets

 

 

2,923,398

 

 

 

2,864,470

 

Property, Equipment and Improvements, Net

 

 

314,406

 

 

 

319,673

 

Other Noncurrent Assets:

 

 

 

 

 

 

 

 

Goodwill

 

 

2,821,995

 

 

 

3,079,628

 

Intangibles

 

 

318,266

 

 

 

336,922

 

Miscellaneous

 

 

731,968

 

 

 

759,329

 

Total other non-current assets

 

 

3,872,229

 

 

 

4,175,879

 

 

 

$

7,110,033

 

 

$

7,360,022

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Notes payable

 

$

2,899

 

 

$

2,421

 

Accounts payable

 

 

502,832

 

 

 

522,427

 

Accrued liabilities

 

 

834,028

 

 

 

938,378

 

Billings in excess of costs

 

 

409,907

 

 

 

319,460

 

Total current liabilities

 

 

1,749,666

 

 

 

1,782,686

 

Long-term Debt

 

 

387,000

 

 

 

385,330

 

Other Deferred Liabilities

 

 

837,674

 

 

 

861,824

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

Capital stock:

 

 

 

 

 

 

 

 

Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and

   outstanding - none

 

 

 

 

 

 

Common stock, $1 par value, authorized - 240,000,000 shares;

   issued and outstanding—121,165,713 shares and 120,950,899

   shares as of December 30, 2016 and September 30, 2016, respectively

 

 

121,166

 

 

 

120,951

 

Additional paid-in capital

 

 

1,206,443

 

 

 

1,168,272

 

Retained earnings

 

 

3,621,528

 

 

 

3,586,647

 

Accumulated other comprehensive loss

 

 

(878,911

)

 

 

(610,594

)

Total Jacobs stockholders’ equity

 

 

4,070,226

 

 

 

4,265,276

 

Noncontrolling interests

 

 

65,467

 

 

 

64,906

 

Total Group stockholders’ equity

 

 

4,135,693

 

 

 

4,330,182

 

 

 

$

7,110,033

 

 

$

7,360,022

 

 

See the accompanying Notes to Consolidated Financial Statements.

 

 

Page 3


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

For the Three Months Ended December 30, 2016 and January 1, 2016

(In thousands, except per share information)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

December 30, 2016

 

 

January 1,

2016

 

Revenues

 

$

2,551,604

 

 

$

2,847,934

 

Costs and Expenses:

 

 

 

 

 

 

 

 

Direct cost of contracts

 

 

(2,132,292

)

 

 

(2,407,460

)

Selling, general and administrative expenses

 

 

(330,684

)

 

 

(381,024

)

Operating Profit

 

 

88,628

 

 

 

59,450

 

Other Income (Expense):

 

 

 

 

 

 

 

 

Interest income

 

 

1,486

 

 

 

2,220

 

Interest expense

 

 

(3,518

)

 

 

(3,543

)

Miscellaneous income (expense), net

 

 

(716

)

 

 

(340

)

Total other income(expense), net

 

 

(2,748

)

 

 

(1,663

)

Earnings Before Taxes

 

 

85,880

 

 

 

57,787

 

Income Tax Expense

 

 

(24,727

)

 

 

(7,481

)

Net Earnings of the Group

 

 

61,153

 

 

 

50,306

 

Net Earnings Attributable to Noncontrolling Interests

 

 

(617

)

 

 

(3,792

)

Net Earnings Attributable to Jacobs

 

$

60,536

 

 

$

46,514

 

Net Earnings Per Share:

 

 

 

 

 

 

 

 

Basic

 

$

0.50

 

 

$

0.38

 

Diluted

 

$

0.50

 

 

$

0.38

 

 

See the accompanying Notes to Consolidated Financial Statements.

 

Page 4


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended December 30, 2016 and January 1, 2016

(In thousands)

(Unaudited)

 

 

 

For the Three Months Ended

 

 

 

December 30, 2016

 

 

January 1, 2016

 

Net Earnings of the Group

 

$

61,153

 

 

$

50,306

 

Other Comprehensive Income (Loss):

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(287,524

)

 

 

(16,502

)

Gain (loss) on cash flow hedges

 

 

(942

)

 

 

2,552

 

Change in pension liabilities

 

 

24,753

 

 

 

11,443

 

Other comprehensive income (loss) before taxes

 

 

(263,713

)

 

 

(2,507

)

Income Tax Benefit:

 

 

 

 

 

 

 

 

Cash flow hedges

 

 

(82

)

 

 

(723

)

Change in pension liabilities

 

 

(4,522

)

 

 

(2,482

)

Income Tax Benefit (Expense):

 

 

(4,604

)

 

 

(3,205

)

Net other comprehensive income (loss)

 

 

(268,317

)

 

 

(5,712

)

Net Comprehensive Income of the Group

 

 

(207,164

)

 

 

44,594

 

Net Comprehensive Income Attributable to Noncontrolling Interests

 

 

(617

)

 

 

(3,792

)

Net Comprehensive Income Attributable to Jacobs

 

$

(207,781

)

 

$

40,802

 

 

See the accompanying Notes to Consolidated Financial Statements.

 

 

Page 5


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended December 30, 2016 and January 1, 2016

(In thousands)

(Unaudited)

 

 

 

December 30, 2016

 

 

January 1, 2016

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

Net earnings attributable to the Group

 

$

61,153

 

 

$

50,306

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

Property, equipment and improvements

 

 

16,621

 

 

 

22,167

 

Intangible assets

 

 

11,914

 

 

 

11,726

 

Loss on sales of business

 

 

822

 

 

 

 

 

Stock based compensation

 

 

10,205

 

 

 

8,134

 

Tax benefit (deficiency) from stock based compensation

 

 

(1,205

)

 

 

(5

)

Equity in earnings of operating ventures, net

 

 

(902

)

 

 

(5,505

)

Losses (gains) on disposals of assets, net

 

 

2,847

 

 

 

6,058

 

Change in pension plan obligations

 

 

(5,301

)

 

 

3,062

 

Change in deferred compensation plans

 

 

463

 

 

 

(163

)

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

 

 

 

 

 

 

 

 

Receivables

 

 

(37,472

)

 

 

90,783

 

Prepaid expenses and other current assets

 

 

(2,612

)

 

 

7,740

 

Accounts payable

 

 

(10,782

)

 

 

(143,971

)

Accrued liabilities

 

 

(74,691

)

 

 

(47,026

)

Billings in excess of costs

 

 

111,862

 

 

 

25,141

 

Income taxes

 

 

17,845

 

 

 

3,114

 

Deferred income taxes

 

 

(565

)

 

 

(2,744

)

Other deferred liabilities

 

 

(576

)

 

 

(3,476

)

Other, net

 

 

5,748

 

 

 

1,376

 

Net cash provided by operating activities

 

 

105,374

 

 

 

26,717

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Additions to property and equipment

 

 

(21,054

)

 

 

(15,987

)

Disposals of property and equipment

 

 

4

 

 

 

133

 

Acquisitions of businesses, net of cash acquired

 

 

 

 

 

(10,500

)

Sales of business

 

 

(2,036

)

 

 

 

 

Net cash used for investing activities

 

 

(23,086

)

 

 

(26,354

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from long-term borrowings

 

 

314,460

 

 

 

591,989

 

Repayments of long-term borrowings

 

 

(303,128

)

 

 

(549,010

)

Proceeds from short-term borrowings

 

 

669

 

 

 

465

 

Repayments of short-term borrowings

 

 

 

 

 

(10,911

)

Proceeds from issuances of common stock

 

 

37,396

 

 

 

8,770

 

Common stock repurchases

 

 

(30,221

)

 

 

(42,097

)

Excess tax benefits from stock based compensation

 

 

1,205

 

 

 

5

 

Dividends paid to noncontrolling interests

 

 

 

 

 

(2,709

)

Net cash provided by financing activities

 

 

20,381

 

 

 

(3,498

)

Effect of Exchange Rate Changes

 

 

(21,839

)

 

 

(13,999

)

Net Increase (Decrease) in Cash and Cash Equivalents

 

 

80,830

 

 

 

(17,134

)

Cash and Cash Equivalents at the Beginning of the Period

 

 

655,716

 

 

 

460,859

 

Cash and Cash Equivalents at the End of the Period

 

$

736,546

 

 

$

443,725

 

 

See the accompanying Notes to Consolidated Financial Statements.

 

 

Page 6


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

 

Basis of Presentation

Unless the context otherwise requires:

 

References herein to “Jacobs” are to Jacobs Engineering Group Inc. and its predecessors;

 

References herein to the “Company”, “we”, “us” or “our” are to Jacobs Engineering Group Inc. and its consolidated subsidiaries; and

 

References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.

The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. Readers of this Quarterly Report on Form 10-Q should also read our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 (“2016 Form 10-K”), as well as Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 2016 Form 10-K.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements at December 30, 2016, and for the three month period ended December 30, 2016.

Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

Please refer to Note 17—Definitions of Notes to Consolidated Financial Statements included in our 2016 Form 10-K for the definitions of certain terms used herein.

During the first quarter of fiscal 2017, the Company determined that its prior year financial statements contained immaterial misstatements related to incorrect translation rates used in reporting U.S. Dollar values of goodwill held by foreign subsidiaries. Accordingly, the Company recorded adjustments in the current quarter to correct the carrying value of these accounts.  Goodwill and accumulated other comprehensive income in the Company’s September 30, 2016 consolidated balance sheet (which have not been adjusted) were each overstated by $209.9 million.  These adjustments had no impact on the Company’s Consolidated Statements of Earnings or Cash Flows.  Also, our first quarter fiscal 2016 other comprehensive income was overstated by $18.4 million as a result of these misstatements.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires us to employ estimates and make assumptions that affect the reported amounts of certain assets and liabilities, the revenues and expenses reported for the periods covered by the accompanying consolidated financial statements, and certain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available and past experience, actual results could differ significantly from those estimates and assumptions. Our estimates, judgments, and assumptions are evaluated periodically and adjusted accordingly. Please refer to Note 2—Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2016 Form 10-K for a discussion of the significant estimates and assumptions affecting our consolidated financial statements.

Page 7


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

Fair Value and Fair Value Measurements

Certain amounts included in the accompanying consolidated financial statements are presented at “fair value.” Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the date fair value is determined (the “measurement date”). When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider only those assumptions we believe a typical market participant would consider when pricing an asset or liability. In measuring fair value, we use the following inputs in the order of priority indicated:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices in active markets included in Level 1, such as (i) quoted prices for similar assets or liabilities; (ii) quoted prices in markets that have insufficient volume or infrequent transactions (e.g., less active markets); and (iii) model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the fair value measurement.

Please refer to Note 2—Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2016 Form 10-K for a more complete discussion of the various items within the consolidated financial statements measured at fair value and the methods used to determine fair value.

 

 

New Accounting Standards

From time to time, the Financial Accounting Standards Board (“FASB”) issues accounting standards updates (each being an “ASU”) to its Accounting Standards Codification (“ASC”), which constitutes the primary source of U.S. GAAP.  The Company regularly monitors ASUs as they are issued and considers their applicability to its business.  All ASUs applicable to the Company are adopted by the due date and in the manner prescribed by the FASB.

In May 2014, the FASB issued ASU No. 2014-09—Revenue from Contracts with Customers. The new guidance provided by ASU 2014-09 is intended to remove inconsistencies and perceived weaknesses in the existing revenue requirements, provide a more robust framework for addressing revenue issues, improve comparability, provide more useful information and simplify the preparation of financial statements.  ASU 2014-09 was initially effective for annual and interim reporting periods beginning after December 15, 2016. On July 9, 2015, the FASB approved a one-year deferral of the effective date of this standard.  The revised effective date for the standard is for annual reporting periods beginning after December 15, 2017 and interim periods therein.  The FASB also approved changes allowing for early adoption of the standard as of the original effective date.  The Company has completed its initial assessment of the new standard and is in the process of developing a plan to assess its contracts with customers.  The Company currently intends to adopt the new standard using the Modified Retrospective application.  This standard could have a significant impact on the Company’s Consolidated Financial Statements and an administrative impact on its operations.  The Company will further assess the impact through its implementation program.

In February 2016, the FASB issued ASU 2016-02—Leases. ASU 2016-02 requires lessees to recognize assets and liabilities for most leases. ASU 2016-02 is effective for public entity financial statements for annual periods beginning after December 15, 2018, and interim periods within those annual periods.  Early adoption is permitted, including adoption in an interim period.  The guidance must be adopted using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements.  The Company is evaluating the impact of the new guidance on its consolidated financial statements.  This standard could have a significant administrative impact on its operations, and the Company will further assess the impact through its implementation program.

In March 2016, the FASB issued ASU 2016-09—Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.  Early adoption is permitted for any entity in any interim or annual period for which financial statements have not been issued or made available for issuance.  If an entity early adopts the amendments in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that

Page 8


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

includes that interim period.  An entity that elects early adoption must adopt all of the amendments in the same period.  The Company is evaluating the impact of the new guidance on its consolidated financial statements.

 

 

Segment Information

During the second quarter of fiscal 2016, we reorganized our operating and reporting structure around four lines of business (“LOB”).  This reorganization is intended to better serve our global clients, leverage our workforce, help streamline operations, and provide enhanced growth opportunities.  The four global LOBs are: Petroleum & Chemicals, Buildings & Infrastructure, Aerospace & Technology, and Industrial. Previously, the Company operated its business as a single segment.

 

Under the new organization, each LOB has a president that reports directly to the Company's Chairman and CEO (who is also the Company’s Chief Operating Decision Maker, or “CODM”).  As part of the reorganization, the sales function, which had been managed centrally for many years, is now managed on a LOB basis, and accordingly, the associated cost is now embedded in the new segments and reported to the respective LOB presidents.  In addition, a portion of the costs of other support functions (e.g., finance, legal, human resources, and information technology) are allocated to each LOB using methodologies which, we believe, effectively attribute the cost of these support functions to the revenue-generating activities of the Company on a rational basis.  In addition, the cost of the Company’s cash incentive plan, the Management Incentive Plan (“MIP”) and the expense associated with the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (“1999 SIP”) have likewise been charged to the LOBs except for those amounts determined to relate to the business as a whole (which amounts remain in corporate’s results of operations).

 

Financial information for each LOB is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources.  The Company does not track assets by LOB, nor does it provide such information to the CODM.

 

The CODM evaluates the operating performance of our LOBs using operating profit, which is defined as margin less “corporate charges” (e.g., the allocated amounts described above).  The Company incurs certain selling, general and administrative (“SG&A”) costs which relate to its business as a whole which are not allocated to the LOBs.

 

The following tables present total revenues and operating profit for each reportable segment. Prior period information has been restated to reflect the current period presentation (in thousands).

 

 

For the Three Months Ended

 

 

December 30, 2016

 

 

January 1,

2016

 

Revenues from External Customers:

 

 

 

 

 

 

 

Aerospace & Technology

$

577,436

 

 

$

670,191

 

Buildings & Infrastructure

 

580,617

 

 

 

563,330

 

Industrial

 

751,738

 

 

 

672,100

 

Petroleum & Chemicals

 

641,813

 

 

 

942,313

 

Total

$

2,551,604

 

 

$

2,847,934

 

 

Page 9


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

 

For the Three Months Ended

 

 

December 30, 2016

 

 

January 1,

2016

 

Operating Profit:

 

 

 

 

 

 

 

Aerospace & Technology

$

51,087

 

 

$

47,999

 

Buildings & Infrastructure

 

38,797

 

 

 

40,452

 

Industrial

 

25,129

 

 

 

27,355

 

Petroleum & Chemicals

 

23,652

 

 

 

31,603

 

Total Segment Operating Profit

 

138,665

 

 

 

147,409

 

Other Corporate Expenses

 

(18,296

)

 

 

(19,576

)

Restructuring Charges in SG&A

 

(31,741

)

 

 

(68,383

)

Total Operating Profit

 

88,628

 

 

 

59,450

 

Total Other Expense

 

(2,748

)

 

 

(1,663

)

Earnings Before Taxes

$

85,880

 

 

$

57,787

 

 

Included in “Other Corporate Expenses” in the above table are costs and expenses which relate to general corporate activities as well as corporate-managed benefit and insurance programs.  Such costs and expenses include: (i) those elements of SG&A expenses relating to the business as a whole; (ii) those elements of the MIP and the 1999 SIP relating to corporate personnel whose other compensation costs are not allocated to the LOBs; (iii) the amortization of intangible assets acquired as part of purchased business combinations; (iv) the quarterly variances between the Company’s actual costs of certain of its self-insured integrated risk and employee benefit programs and amounts charged to the LOBs; and (v) certain adjustments relating to costs associated with the Company’s international defined benefit pension plans.  In addition, “Other Corporate Expenses” includes adjustments to contract margins (both positive and negative) associated with projects where it has been determined, in the opinion of management, that such adjustments are not indicative of the performance of the related LOB and therefore should not be attributed to the LOB.

 

 

Business Combinations

During the first quarter of fiscal year 2016, the Company acquired J.L. Patterson & Associates. This acquisition was not material to the Company’s consolidated results for the first three months of fiscal 2016.

 

 

Receivables

The following table presents the components of receivables appearing in the accompanying Consolidated Balance Sheets at December 30, 2016 and September 30, 2016, as well as certain other related information (in thousands):

 

 

 

December 30, 2016

 

 

September 30, 2016

 

Components of receivables:

 

 

 

 

 

 

 

 

Amounts billed

 

$

961,519

 

 

$

1,110,042

 

Unbilled receivables and other

 

 

1,059,698

 

 

 

937,552

 

Retentions receivable

 

 

71,637

 

 

 

68,069

 

Total receivables, net

 

$

2,092,854

 

 

$

2,115,663

 

Other information about receivables:

 

 

 

 

 

 

 

 

Amounts due from the United States federal

   government, included above, net of advanced

   billings

 

$

219,171

 

 

$

235,203

 

Claims receivable

 

$

7,437

 

 

$

26,061

 

 

“Billed receivables” consist of amounts invoiced to clients in accordance with the terms of our client contracts and are shown net of an allowance for doubtful accounts. We anticipate that substantially all of such billed amounts will be collected over the next twelve months.

Page 10


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

“Unbilled receivables and other” and “Retentions receivable” represent reimbursable costs and amounts earned and reimbursable under contracts in progress as of the respective balance sheet dates. Such amounts become billable according to the contract terms, which usually provide that such amounts become billable upon the passage of time, achievement of certain milestones, or completion of the project. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next twelve months.

“Claims receivable” are included in receivables in the accompanying Consolidated Balance Sheets and represent certain costs incurred on contracts to the extent it is probable that such claims will result in additional contract revenue and the amount of such additional revenue can be reliably estimated.

 

 

Property, Equipment and Improvements, Net

Property, Equipment and Improvements, Net in the accompanying Consolidated Balance Sheets at December 30, 2016 and September 30, 2016 consist of the following (in thousands):

 

 

 

December 30, 2016

 

 

September 30, 2016

 

Land

 

$

16,434

 

 

$

16,680

 

Buildings

 

 

90,160

 

 

 

91,194

 

Equipment

 

 

537,400

 

 

 

531,539

 

Leasehold improvements

 

 

215,950

 

 

 

221,437

 

Construction in progress

 

 

35,125

 

 

 

36,764

 

 

 

 

895,069

 

 

 

897,614

 

Accumulated depreciation and amortization

 

 

(580,663

)

 

 

(577,941

)

 

 

$

314,406

 

 

$

319,673

 

 

 

Restructuring Charges

During the second quarter of fiscal 2015, the Company began implementing a series of initiatives intended to improve operational efficiency, reduce costs, and better position itself to drive growth of the business in the future (the "2015 Restructuring"). The 2015 Restructuring was not completed in fiscal 2015, and actions related to the 2015 Restructuring continued into fiscal 2016 and 2017. Actions related to the 2015 Restructuring completed during fiscal 2016 and the first three months of fiscal 2017 include involuntary terminations, the abandonment of certain leased offices, combining operational organizations, and the co-location of employees into other existing offices. We are not exiting any service types or client end-markets in connection with the 2015 Restructuring.

 

The costs of the 2015 Restructuring are included in SG&A expense in the Consolidated Statements of Earnings. The following table summarizes the impact of the 2015 Restructuring on the Company's reportable segments for the three month periods ended December 30, 2016 and January 1, 2016 (in thousands):

 

 

Three Months Ended

 

 

Three Months Ended

 

 

December 30, 2016

 

 

January 1, 2016

 

Aerospace & Technology

$

170

 

 

$

2,196

 

Buildings & Infrastructure

 

7,908

 

 

 

14,965

 

Industrial

 

2,524

 

 

 

17,577

 

Petroleum & Chemicals

 

13,584

 

 

 

23,976

 

Corporate

 

7,555

 

 

 

9,669

 

Total

$

31,741

 

 

$

68,383

 

 

Page 11


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

The activity in the Company’s accrual for the 2015 Restructuring for the three month period ended December 30, 2016 is as follows (in thousands):

 

Balance at September 30, 2016

$

152,174

 

Charges

 

31,741

 

Payments

 

(44,166

)

Balance at December 30, 2016

$

139,749

 

 

 

Long-term Debt

Jacobs and certain of its subsidiaries have a $1.6 billion long-term unsecured, revolving credit facility (the “2014 Facility”) with a syndicate of large, U.S. and international banks and financial institutions. The 2014 Facility provides an accordion feature that allows the Company and the lenders to increase the facility amount to $2.1 billion.

The total amount outstanding under the 2014 Facility in the form of direct borrowings at December 30, 2016 was $387.0 million. The Company has issued $2.5 million in letters of credit under the 2014 Facility, leaving $1.2 billion of available borrowing capacity under the 2014 Facility at December 30, 2016. In addition, the Company had $237.8 million issued under separate, committed and uncommitted letter-of-credit facilities for total issued letters of credit of $240.3 million at December 30, 2016.

The 2014 Facility expires in February 2020 and permits the Company to borrow under two separate tranches in U.S. dollars, certain specified foreign currencies, and any other currency that may be approved in accordance with the terms of the 2014 Facility. Depending on the Company’s Consolidated Leverage Ratio (as defined in the credit agreement governing the 2014 Facility), borrowings under the 2014 Facility bear interest at either a eurocurrency rate plus a margin of between 1.0% and 1.5% or a base rate plus a margin of between 0% and 0.5%. The 2014 Facility also provides for a financial letter of credit subfacility of $300.0 million, permits performance letters of credit, and provides for a $50.0 million subfacility for swingline loans. Letters of credit are subject to fees based on the Company’s Consolidated Leverage Ratio at the time any such letter of credit is issued. The Company pays a facility fee of between 0.100% and 0.250% per annum depending on the Company’s Consolidated Leverage Ratio. Amounts outstanding under the 2014 Facility may be prepaid at the option of the Company without premium or penalty, subject to customary breakage fees in connection with the prepayment of eurocurrency loans. The 2014 Facility contains affirmative, negative, and financial covenants customary for financings of this type including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales and transactions with affiliates. In addition, the 2014 Facility contains customary events of default. We were in compliance with our debt covenants at December 30, 2016.

 

 

Revenue Accounting for Contracts / Accounting for Joint Ventures

In general, we recognize revenue at the time we provide services. Depending on the commercial terms of the contract, we recognize revenues either when costs are incurred, or using the percentage-of-completion method of accounting by relating contract costs incurred to date to the total estimated costs at completion. Contract losses are provided for in their entirety in the period they become known, without regard to the percentage-of-completion. For multiple contracts with a single customer, we account for each contract separately. We also recognize as revenues, costs associated with claims and unapproved change orders to the extent it is probable that such claims and change orders will result in additional contract revenue, and the amount of such additional revenue can be reliably estimated. A significant portion of the Company’s revenue is earned on cost reimbursable contracts. The percentage of revenues realized by the Company by type of contract during fiscal 2016 can be found in Note 1—Description of Business and Basis of Presentation of Notes to Consolidated Financial Statements included in our 2016 Form 10-K.

Certain cost-reimbursable contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors but the most common factors are the achievement of target completion dates, target costs, and/or other performance criteria. Failure to meet these targets can result in unrealized incentive fees. We recognize incentive fees based on expected results using the percentage-of-completion method of accounting. As the contract progresses and more information becomes available, the estimate of the anticipated incentive fee that will be earned is revised as necessary. We bill incentive fees based on the terms and conditions of the individual contracts. In certain situations, we are allowed to bill a portion of the incentive fees over the performance period of the contract. In other situations, we are allowed to bill incentive fees only after the target criterion has been achieved. Incentive fees which have been recognized but not billed are included in receivables in the accompanying Consolidated Balance Sheets.

Page 12


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

Certain cost-reimbursable contracts with government customers as well as certain commercial clients provide that contract costs are subject to audit and adjustment. In this situation, revenues are recorded at the time services are performed based upon the amounts we expect to realize upon completion of the contracts. Revenues are not recognized for non-recoverable costs. In those situations where an audit indicates that we may have billed a client for costs not allowable under the terms of the contract, we estimate the amount of such nonbillable costs and adjust our revenues accordingly.

When we are directly responsible for subcontractor labor or third-party materials and equipment, we reflect the costs of such items in both revenues and costs. On those projects where the client elects to pay for such items directly and we have no associated responsibility for such items, these amounts are not reflected in either revenues or costs.

The following table sets forth pass-through costs included in revenues for each of the three months ended December 30, 2016 and January 1, 2016 (in thousands):

 

 

 

For the Three Months Ended

 

 

 

December 30,

2016

 

 

January 1,

2016

 

Pass-through costs included in revenues

 

$

672,979

 

 

$

670,331

 

 

As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures and consortiums. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. The assets of our joint ventures, therefore, consist almost entirely of cash and receivables (representing amounts due from clients), and the liabilities of our joint ventures consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors. In general, at any given time, the equity of our joint ventures represents the undistributed profits earned on contracts the joint ventures hold with clients. Very few of our joint ventures have employees. None of our joint ventures have third-party debt or credit facilities. Our joint ventures, therefore, are simply mechanisms used to deliver engineering and construction services to clients. Rarely do they, in and of themselves, present any risk of loss to us or to our partners separate from those that we would carry if we were performing the contract on our own.  In accordance with U.S. GAAP, our share of losses associated with the contracts held by the joint ventures, if and when they occur, have always been reflected in our consolidated financial statements.

Certain of our joint ventures meet the definition of a “variable interest entity” (“VIE”). As defined in U.S. GAAP, a VIE is a legal entity in which equity investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or, as a group, the holders of the equity investment at risk lack any one of the following three characteristics: (i) the power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the legal entity; or (iii) the right to receive the expected residual returns of the legal entity. Accordingly, entities issuing consolidated financial statements (e.g., a “reporting entity”) must consolidate a VIE if the reporting entity has a “controlling financial interest” in the VIE, as demonstrated by the reporting entity having both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the right to receive benefits from the VIE that could potentially be significant to the VIE or the obligation to absorb losses of the VIE that could potentially be significant to the VIE.

In evaluating our VIEs for possible consolidation, we perform a qualitative analysis to determine whether or not we have a “controlling financial interest” in the VIE as defined by U.S. GAAP. We consolidate only those VIEs over which we have a controlling financial interest.  The Company does not currently participate in any significant VIEs.

 

 

Page 13


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

Disclosures About Defined Pension Benefit Obligations

The following table presents the components of net periodic benefit cost recognized in earnings during each of the three months ended December 30, 2016 and January 1, 2016 (in thousands):

 

 

 

For the Three Months Ended

 

 

 

December 30,

2016

 

 

January 1,

2016

 

Component:

 

 

 

 

 

 

 

 

Service cost

 

$

2,216

 

 

$

8,676

 

Interest cost

 

 

8,728

 

 

 

15,702

 

Expected return on plan assets

 

 

(15,588

)

 

 

(19,507

)

Amortization of previously unrecognized items

 

 

3,556

 

 

 

5,733

 

Settlement (gain) loss

 

 

43

 

 

 

(163

)

Net periodic benefit cost

 

$

(1,045

)

 

$

10,441

 

 

The decrease in periodic benefit costs for the three months ended December 30, 2016 as compared to the corresponding period last year was primarily due to the curtailment of our U.K. plans and the de-recognition of the U.S. pension plan for participating employees of which are assigned to, and worked exclusively on, a specific operating contract with the U.S. federal government.  While these costs were fully reimbursed by the U.S. federal government pursuant to applicable cost accounting standards, net periodic pension costs of $3.4 million are included in our net periodic benefit costs table for the period ended January 1, 2016.

The following table presents certain information regarding the Company’s cash contributions to our pension plans for fiscal 2017 (in thousands):

 

Cash contributions made during the first three months of

   fiscal 2017

 

$

4,256

 

Cash contributions we expect to make during the remainder

   of fiscal 2017

 

 

13,954

 

Total

 

$

18,210

 

 

 

 

Other Comprehensive Income

The following table presents amounts reclassified from change in pension liabilities in other comprehensive income to direct cost of contracts and SG&A expenses in the Company’s Consolidated Statements of Earnings for the three months ended December 30, 2016 and January 1, 2016, respectively related to the Company’s defined benefit pension plans (in thousands):

 

 

 

For the Three Months Ended

 

 

 

December 30,

2016

 

 

January 1,

2016

 

Amortization of Defined Benefit Items:

 

 

 

 

 

 

 

 

Actuarial losses

 

$

(3,556

)

 

$

(4,461

)

Prior service cost

 

 

77

 

 

 

61

 

Total Before Income Tax

 

 

(3,479

)

 

 

(4,400

)

Income Tax Benefit

 

 

803

 

 

 

1,046

 

Total reclassifications, after-tax

 

$

(2,676

)

 

$

(3,354

)

 

 

Income Taxes

The Company’s consolidated effective income tax rate for the three months ended December 30, 2016 was 28.8% .  Contributing to the current period tax rate was $3.3 million of discrete benefit related to foreign tax refunds received in the quarter.  The increase in the tax rate is primarily the result of a $11.2 million tax benefit related to the release of a valuation allowance on deferred tax assets in the prior year period pertaining to foreign net operating losses.

 

 

Page 14


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

 

Earnings Per Share and Certain Related Information

Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation method that determines earnings per share for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings.  Net earnings used for the purpose of determining basic and diluted earnings per share is determined by taking net earnings, less earnings available to participating securities.  For the three months ended December 30, 2016, the earnings available to participating securities were $0.7 million.

The following table (i) reconciles the denominator used to compute basic earnings per share (“EPS”) to the denominator used to compute diluted EPS for the three months ended December 30, 2016 and January 1, 2016; (ii) provides information regarding the number of non-qualified stock options and shares of restricted stock that were antidilutive and therefore disregarded in calculating the weighted average number of shares outstanding used in computing diluted EPS; and (iii) provides the number of shares of common stock issued from the exercise of stock options and the release of restricted stock (in thousands):

 

 

 

For the Three Months Ended

 

 

 

December 30, 2016

 

 

January 1, 2016

 

Diluted:

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

119,438

 

 

 

120,888

 

Dilutive potential common shares (1)

 

 

2,413

 

 

 

1,071

 

Diluted weighted average shares outstanding

 

 

121,851

 

 

 

121,959

 

 

 

 

 

 

 

 

 

 

Antidilutive stock options and restricted stock

 

 

540

 

 

 

4,011

 

Shares of common stock issued from the exercise of

stock options and the release of restricted stock

 

 

1,086

 

 

 

287

 

 

(1)

Diluted earnings per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.

 

Share Repurchases

On July 23, 2015, the Company’s Board of Directors authorized a share repurchase program of up to $500 million of the Company’s common stock. The following table summarizes the activity under this program from the authorization date (in thousands, except per-share amounts):

 

Amount Authorized

 

 

Average Price Per

Share (1)

 

 

Total Shares

Retired

 

 

Shares

Repurchased

 

$

500,000

 

 

$

46.09

 

 

 

3,965

 

 

 

3,965

 

 

(1)

Includes commissions paid and calculated at the average price per share since the repurchase program authorization date.

Share repurchases may be executed through various means including, without limitation, open market transactions, privately negotiated transactions or otherwise. The share repurchase program does not obligate the Company to purchase any shares and expires on July 22, 2018. The authorization for the share repurchase program may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing of share repurchases may depend upon market conditions, other uses of capital, and other factors.

 

Dividend Program

On December 1, 2016, the Company announced that the Board of Directors has approved the initiation of a cash dividend program. On January 19, 2017, the Company’s Board of Directors approved a declaration of a cash dividend to shareholders. A quarterly dividend of $0.15 per share will be paid on March 17, 2017, to shareholders of record on the close of business on February 17, 2017. Future dividend payments are subject to review and approval by the Company’s Board of Directors.  

Page 15


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

 

 

Commitments and Contingencies

In the normal course of business, we are subject to certain contractual guarantees and litigation. The guarantees to which we are a party generally relate to project schedules and plant performance. Most of the litigation in which we are involved has us as a defendant in workers’ compensation, personal injury, environmental, employment/labor, professional liability, and other similar lawsuits.

We maintain insurance coverage for various aspects of our business and operations. Our insurance programs have varying coverage limits and maximums, and insurance companies may seek to not pay any claims we might make. We have also elected to retain a portion of losses that occur through the use of various deductibles, limits, and retentions under our insurance programs. As a result, we may be subject to future liability for which we are only partially insured or completely uninsured. We intend to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of our contracts. Our insurers are also subject to business risk and, as a result, one or more of them may be unable to fulfill their insurance obligations due to insolvency or otherwise.

Additionally, as a contractor providing services to the U.S. federal government and several of its agencies, we are subject to many levels of audits, investigations, and claims by, or on behalf of, the U.S. federal government with respect to our contract performance, pricing, costs, cost allocations, and procurement practices. Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the U.S., as well as by various government agencies representing jurisdictions outside the U.S.

We record in our Consolidated Balance Sheets amounts representing our estimated liability relating to such claims, guarantees, litigation, and audits and investigations. We perform an analysis to determine the level of reserves to establish for insurance-related claims that are known and have been asserted against us, and for insurance-related claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to our claims administrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our consolidated results of operations.

The Company believes, after consultation with counsel, that such guarantees, litigation, U.S. government contract-related audits, investigations and claims, and income tax audits and investigations should not have any material adverse effect on our consolidated financial statements.

On August 9, 2014, the Company received a Notice of Arbitration from Motiva Enterprises LLC (“Motiva”) alleging fraud and breach of fiduciary duty with respect to an expansion project at the Motiva, Port Arthur, Texas refinery. The arbitration relates to the professional services provided by Bechtel-Jacobs CEP Port Arthur Joint Venture (“BJJV”), a joint venture between Bechtel Corporation (“Bechtel”) and Jacobs, in connection with that project. On March 1, 2016, Motiva submitted an amended Notice of Arbitration, asserting the same causes of actions in its original notice (fraud and breach of fiduciary duty) and alleged entitlement to monetary relief in excess of $8 billion of alleged actual damages,  punitive damages, attorneys' fees and interest.   On December 30, 2016, the arbitral panel in this matter issued its unanimous decision, which rejected all of Motiva’s claims and assigned no liability to BJJV, the Company or Bechtel. BJJV intends to seek confirmation by a court of the final decision of the panel, which may be vacated only on certain narrow grounds.

On September 30, 2015, Nui Phao Mining Company Limited (“NPMC”) commenced arbitration proceedings against Jacobs E&C Australia Pty Limited (“Jacobs E&C”). The arbitration is pending in Singapore before the Singapore International Arbitration Centre. In March 2011, Jacobs E&C was engaged by NPMC for the provision of management, design, engineering, and procurement services for the Nui Phao mine/mineral processing project in Vietnam. In the Notice of Arbitration and in a subsequently filed Statement of Claim and Supplementary Statement of Claim dated February 1, 2016 and February 26, 2016, respectively, NPMC asserts various causes of action and alleges that the quantum of its claim exceeds $167 million. Jacobs has denied liability and is vigorously defending this claim. A hearing on the merits has been set for November 2017. The Company does not expect the resolution of this matter to have a material adverse effect on its financial condition, results of operations and/or cash flows.

On December 7, 2009, the Judicial Council of California, Administrative Office of the Courts (“AOC”) initiated an action in the San Francisco County Superior Court against Jacobs Facilities Inc. (“JFI”) and Jacobs Project Management (“JPM”) and subsequently added Jacobs as a defendant.  The action arises out of a contract between AOC and JFI pursuant to which JFI provided regular maintenance and repairs at certain AOC court facilities. AOC has alleged, among other things, that the Jacobs’ entities are required

Page 16


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

December 30, 2016

(continued)

 

under California’s Contractors’ State License Law (“CSLL”) to disgorge certain fees paid by AOC and the Jacobs’ entities have, among other things, cross-claimed for unpaid sums for work performed.  On May 2, 2012, the jury returned a special verdict in favor of the Jacobs entities finding, among other things, that JPM was owed approximately $4.7 million in unpaid fees and that JFI was not required to disgorge the approximate $18.3 million that AOC had paid for work performed.

    Additionally on August 20, 2015, the California Court of Appeal reversed the jury’s verdict, holding that JFI had violated the CSLL.  The Court of Appeal remanded to the San Francisco County Superior Court for an evidentiary hearing to determine whether the JFI had “substantially complied” with the CSLL under California Business and Professions Code Section 7031(e).  Establishing “substantial compliance” would prevent $18.3 million in disgorgement against Jacobs and permit Jacobs to recover $4.7 million.  The evidentiary hearing on substantial compliance was conducted between July 18 and August 5, 2016.  On August 30, 2016, the California State Legislature amended the applicable substantial compliance provision of the CSLL.  On September 9, 2016, Jacobs filed a motion to apply the newly amended substantial compliance provision to the AOC contract.  AOC filed a response and agreed that the new statute “will apply” to the case “as of January 1, 2017,” the new law’s effective date.  On December 29, 2016, the court issued a Statement of Decision in favor of the Company, finding that Jacobs Facilities had substantially complied with the CSLL, and entered a judgment in favor of JPM in the amount of $4.7 million plus prejudgment interest.  On January 30, 2017, AOC filed a notice of appeal.  The Company does not expect the resolution of this matter to have a material adverse effect on its financial condition, results of operations and/or cash flows.

 

 

 

Page 17


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

 

Item 2.

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

General

The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition since the most recent fiscal year-end, and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year. In order to better understand such changes, readers of this MD&A should also read:

 

The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements. The most current discussion of our critical accounting policies appears in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2016 Form 10-K, and the most current discussion of our significant accounting policies appears in Note 2—Significant Accounting Polices in Notes to Consolidated Financial Statements of our 2016 Form 10-K;

 

The Company’s fiscal 2016 audited consolidated financial statements and notes thereto included in our 2016 Form 10-K; and

 

Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2016 Form 10-K.

In addition to historical information, this MD&A and other parts of this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” and similar words are intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Although such statements are based on management’s current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Some of the factors that could cause or contribute to such differences include, but are not limited to, those listed and discussed in Item 1A—Risk Factors, included in our 2016 Form 10-K. We undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors described in our 2016 Form 10-K and in other documents we file from time to time with the United States Securities and Exchange Commission.

Reorganization Under Lines of Business

At the start of the second quarter of fiscal 2016, we reorganized our operating and reporting structure around four Lines of Business (“LOBs”).  This reorganization is intended to better serve our global clients, leverage our workforce, help streamline operations, and provide enhanced growth opportunities.  The four global LOBs are: Petroleum & Chemicals, Buildings & Infrastructure, Aerospace & Technology, and Industrial. Previously, the Company operated its business as a single segment.   Under the new organization, each LOB has a president that reports directly to the Company's Chairman and CEO (who is also the Company’s CODM).  As part of the reorganization, the sales function, which had been managed centrally for many years, is now embedded in the new segments and reporting to the respective LOB presidents.

Aerospace and Technology – We provide an in-depth range of scientific, engineering, construction, nuclear and technical support services to the aerospace, defense, technical and automotive industries in several countries. Long-term clients include the Ministry of Defence in the U.K., the UK Nuclear Decommissioning Authority, NASA, the Department of Defense (DoD), the U.S. Special Operations Command ("USSOCOM"), the US Intelligence community, and the Australian Department of Defence. Specific to NASA, one of our major government customers in the U.S.,  is our ability to design, build, operate, and maintain highly complex facilities relating to space systems, including test and evaluation facilities, launch facilities, and support infrastructure.  We provide environmental characterization and restoration services to commercial and government customers both in the US and UK. This includes designing, building and operating high hazard remediation systems including for radiologically contaminated media.

In addition, we design/build aerodynamic, climatic, altitude and acoustic facilities in support of the automotive industry, as well as a provider of a wide range of services in the telecommunications market.

Our experience in the defense sector includes military systems acquisition management and strategic planning; operations and maintenance of test facilities and ranges; test and evaluation services in computer, laboratory, facility, and range environments; test facility computer systems instrumentation and diagnostics; and test facility design and build. We also provide systems engineering and integration of complex weapons and space systems, as well as hardware and software design of complex flight and ground systems.

Page 18


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

 

We have provided advanced technology engineering services to the DoD for more than 50 years, and currently support major defense programs in the U.S. and internationally. We operate and maintain several DoD test centers and provide services and assist in the acquisition and development of systems and equipment for Special Operations Forces, as well as the development of biological, chemical, and nuclear detection and protection systems.

We maintain enterprise information systems for government and commercial clients worldwide, ranging from the operation of complex computational networks to the development and validation of specific software applications. We also support the DoD and the intelligence community in a number of information technology programs, including network design, integration, and support; command and control technology; development and maintenance of databases and customized applications; and cyber security solutions.

Buildings & Infrastructure – We provide services to transit, aviation, built environment, mission critical, rail, and civil construction projects throughout North America, Europe, India, the Middle East, Australia, and Asia.  Our representative clients include national government departments/agencies in the U.S., U.K., Australia, and Asia, state and local departments of transportation within the U.S, and private industry freight transport firms.

Typical projects include providing development/rehabilitation plans for highways, bridges, transit, tunnels, airports, railroads, intermodal facilities, and maritime or port projects. Our interdisciplinary teams can work independently or as an extension of the client’s staff. We have experience with alternative financing methods, which have been used in Europe through the privatization of public infrastructure systems.

Our water infrastructure group aids emerging economies, which are investing heavily in water and wastewater systems, and governments in North America and Europe, which are addressing the challenges of drought and an aging infrastructure system.  We develop or rehabilitate critical water resource systems, water/wastewater conveyance systems, and flood defense projects.

We also plan, design, and construct buildings for a variety of clients and markets. We believe our global presence and understanding of contracting and delivery demands keep us well positioned to provide professional services worldwide. Our diversified client base encompasses both public and private sectors and relates primarily to institutional, commercial, government and corporate buildings, including projects at many of the world's leading medical and research centers, and universities. We focus our efforts and resources in two areas: where capital-spending initiatives drive demand, and where changes and advances in technology require innovative, value-adding solutions. We also provide integrated facility management services (sometimes through joint ventures with third parties) for which we assume responsibility for the ongoing operation and maintenance of entire commercial or industrial complexes on behalf of clients.

We have specific capabilities in energy and power, master planning, and commissioning of office headquarters, aviation facilities, mission-critical facilities, municipal and civic buildings, courts and correctional facilities, mixed-use and commercial centers, healthcare and education campuses, and recreational complexes.  For advanced technology clients, which require highly specialized buildings in the fields of medical research, nano science, biotechnology, and laser sciences, we offer total integrated design and construction management solutions.  We also have global capabilities in the pharma-bio, data center, government intelligence, corporate headquarters/interiors, and science and technology-based education markets. Our government building projects include large, multi-year programs in the U.S. and Europe supporting various U.S. and U.K. government agencies

Industrial – We provide engineering, procurement, project management, construction, and on-site maintenance to our global clients in the Life Sciences, Mining & Minerals, Specialty Chemicals & Manufacturing and Field Services markets.  We provide our Life Sciences clients single-point consulting, engineering, procurement, construction management, and validation project delivery, enabling us to execute capital programs on a single-responsibility basis. Typical projects in the life sciences sector include laboratories, research and development facilities, pilot plants, bulk active pharmaceutical ingredient production facilities, full-scale biotechnology production facilities, and tertiary manufacturing facilities.

We provide services relating to modular construction, as well as other consulting and strategic planning to help our clients complete capital projects faster and more efficiently.

In addition, we offer services in containment, barrier technology, locally controlled environments, building systems automation, and off-the-site design and fabrication of facility modules, as well as vaccine production and purification, and aseptic processing.

Our mining and minerals business targets the non-ferrous and ferrous metal markets, precious metals, energy minerals (uranium, coal, oil sands), and industrial and fertilizer minerals (borates, trona, phosphates and potash). We work with many resource companies

Page 19


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

 

undertaking new and existing facility upgrades, process plant and underground and surface material handling and infrastructure developments.

We offer project management, front-end studies, full engineering, procurement and construction management (EPCM) and EPC capabilities, and completions, commissioning and start-up services specializing in new plant construction, brownfield expansions, and sustaining capital and maintenance projects.  We are also able to deliver value to our mining clients by providing distinctive adjacent large infrastructure capabilities to support their mining operations.

We provide a wide range of services, technology and manufactured equipment through our specialty chemicals group, where we own and license our proprietary technology.  Our specialty chemicals areas are focused on sulfuric acid, sulphur, bleaching chemicals for pulp & paper, and synthetic chemicals, and manufactured equipment.  Our manufacturing business areas include the Food & Beverage, Consumer Products, Semi-Conductor, and Pulp & Paper markets.

Our global Field Services unit supports construction and operations and maintenance (“O&M”) across the company, and performs our direct hire services.

Our construction activities include both construction management services and traditional field construction services to our clients.  Historically, our field construction activities focused primarily on those construction projects where we perform much of the related engineering and design work (EPC/EPCM).  However, we deliver construction-only projects when we have negotiated pricing and other contract terms we deem acceptable and which results in a fair return for the degree of risk we assume.

In our O&M business, we provide all services required to operate and maintain large, complex facilities on behalf of clients including asset management, direct hire maintenance and operations, complex turn-around planning and execution, and small capital programs.  We provide key management and support services over all aspects of the operations of a facility, including managing subcontractors and other on-site personnel. 

Petroleum & Chemicals We provide integrated delivery of complex projects for our Oil and Gas, Refining, and Petrochemicals clients.  Bridging the upstream, midstream and downstream industries, our services encompass consulting, engineering, procurement, construction, maintenance, and project management.  

We provide services relating to onshore and offshore oil and gas production facilities, including fixed and floating platforms and subsea tie-backs, as well as full field development solutions, including processing facilities, gathering systems, transmission pipelines and terminals.  Our heavy oil experience makes us a leader in upgrading, steam-assisted gravity drainage and in-situ oil sands projects.  We have developed modular well pad and central processing facility designs. We also provide fit-for-purpose and standardized designs in the onshore conventional and unconventional space, paying particular attention to water and environmental issues.

In addition, we provide our refining customers with feasibility/economic studies, technology evaluation and conceptual engineering, front end loading (FEED), detailed engineering, procurement, construction, maintenance and commissioning services.  We deliver installed EPC solutions as to grass root plants, expansions and revamps of existing units.  Our focus is on both the inside the battery limit (ISBL) processing units as well as utilities and offsites.  We have engineering alliances and maintenance programs that span decades with core clients.  With the objective of driving our clients’ total installed costs down, we endeavor to leverage emerging market sourcing and high value engineering.  Our Comprimo Sulfur Solutions® is a significant technology for gas treatment and sulfur recovery plants around the world.

We provide services as to technically complex petrochemical facilities; from new manufacturing complexes, to expansions and modifications and management of plant relocations.  We have experience with many licensed technologies, integrated basic petrochemicals, commodity and specialty chemicals projects, and olefins, aromatics, synthesis gas and their respective derivatives

The 2015 Restructuring

During the second quarter of fiscal 2015, the Company began implementing a series of initiatives intended to improve operational efficiency, reduce costs, and better position itself to drive growth of the business in the future (the “2015 Restructuring”). The 2015 Restructuring was not completed in fiscal 2015, and actions related to the 2015 Restructuring continued into fiscal 2016 and 2017. Actions related to the 2015 Restructuring completed during the first quarter of fiscal 2017 include involuntary terminations, the abandonment of certain leased offices, combining operational organizations, and the co-location of employees into other existing offices. The Company’s consolidated results of operations for the first quarter of fiscal 2017 and 2016 include $31.7 million and $68.4

Page 20


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

 

million, respectively, of pre-tax costs associated with the 2015 Restructuring. The costs of the 2015 Restructuring are included in selling, general, and administrative expense (“SG&A”) in the accompanying Consolidated Statements of Earnings.

The following table summarizes the effects of the 2015 Restructuring on the Company’s consolidated SG&A expenses and results of operations for the three month period ended December 30, 2016 and January 1, 2016, respectively (in thousands, except for earnings per share):

 

 

 

Three Months Ended

 

 

 

December 30, 2016

 

 

 

U.S. GAAP

 

 

Effects of 2015

Restructuring

 

 

Without 2015

Restructuring

 

Selling, general and administrative expenses

 

$

330,684

 

 

$

(31,741

)

 

$

298,943

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Before Taxes

 

$

85,880

 

 

$

(31,741

)

 

$

117,621

 

Income Tax Benefit (Expense)

 

 

(24,727

)

 

 

8,938

 

 

 

(33,665

)

Net earnings of the Group

 

 

61,153

 

 

 

(22,803

)

 

 

83,956

 

Net Earnings Attributable to Non-controlling interests

 

 

(617

)

 

 

 

 

 

(617

)

Net earnings Attributable to Jacobs

 

$

60,536

 

 

$

(22,803

)

 

$

83,339

 

Diluted earnings per share

 

$

0.50

 

 

$

(0.18

)

 

$

0.68

 

 

 

 

Three Months Ended

 

 

 

January 1, 2016

 

 

 

U.S. GAAP

 

 

Effects of 2015

Restructuring

 

 

Without 2015

Restructuring

 

Selling, general and administrative expenses

 

$

381,024

 

 

$

(68,383

)

 

$

312,641

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings Before Taxes

 

$

57,787

 

 

$

(68,383

)

 

$

126,170

 

Income Tax Benefit (Expense)

 

 

(7,481

)

 

 

20,247

 

 

 

(27,728

)

Net earnings of the Group

 

 

50,306

 

 

 

(48,136

)

 

 

98,442

 

Net Earnings Attributable to Non-controlling interests

 

 

(3,792

)

 

 

 

 

 

(3,792

)

Net earnings Attributable to Jacobs

 

$

46,514

 

 

$

(48,136

)

 

$

94,650

 

Diluted earnings per share

 

$

0.38

 

 

$

(0.40

)

 

$

0.78

 

 

Overview - Three Months Ended December 30, 2016

The Company’s U.S. GAAP net earnings for the three months ended December 30, 2016 increased by $14.0 million, or 30%, compared to the corresponding period last year.  Excluding the effects of the 2015 Restructuring, the Company’s adjusted net earnings for the three months ended December 30, 2016 totaled $83.3 million, representing a decrease of $11.3 million, or 12%, from the corresponding first quarter period last year.

Backlog at December 30, 2016 was $18.1 billion, and represents a decrease of $0.1 billion over backlog at January 1, 2016. Excluding the effects of changes in currency exchange rates, backlog was up $0.3 billion, or 1.5%, as compared to the corresponding period last year.

During the three months ended December 30, 2016, the Company repurchased and retired 0.6 million of its common stock under its July 23, 2015 share repurchase program, which was first utilized in the first quarter of fiscal 2016. Total cash spent for the shares repurchased during the three months ended December 30, 2016 was $30.2 million.

 

 

Results of Operations

Net earnings for the first quarter of fiscal 2017 ended December 30, 2016 increased $14.0 million, or 30%, to $60.5 million (or $0.50 per diluted share) from $46.5 million (or $0.38 per diluted share) for the corresponding period last year.  Included in net earnings for the three months ended December 30, 2016 are $31.7 million in costs associated with the 2015 Restructuring. Excluding the effects of the 2015 Restructuring occurring in the first quarter of fiscal 2017 and 2016, adjusted net earnings for the first quarter of fiscal 2017 decreased $11.3 million, or 12%, to $83.3 million (or $0.68 per diluted share) from $94.7 million (or $0.78 per diluted share) for the corresponding period last year.

Page 21


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

 

Total revenues for the first quarter of fiscal 2017 decreased by $296.3 million, or 10.4%, to $2.55 billion from $2.85 billion for the first quarter of fiscal 2016. The decrease in revenues was due primarily to lower volumes in the Petroleum & Chemicals LOB and the Aerospace & Technology LOB, partially offset by an increase in volume in the Buildings & Infrastructure LOB and the Industrial LOB.

Reconciliation of Segment Operating Profit to Total Operating Profit

The following table reconciles segment operating profit to total operating profit by including certain corporate-level expenses and expenses relating to the 2015 Restructuring (in thousands).

 

  

For the Three Months Ended

 

 

December 30, 2016

 

 

January 1, 2016

 

Segment Operating Profit

$

138,665

 

 

$

147,409

 

Unallocated corporate expenses

 

(18,296

)

 

 

(19,576

)

Restructuring Charges

 

(31,741

)

 

 

(68,383

)

Total Operating Profit

$

88,628

 

 

$

59,450

 

Included in “unallocated corporate expenses” in the above table are costs and expenses which relate to general corporate activities as well as corporate-managed benefit and insurance programs.  Such costs and expenses include: (i) those elements of SG&A expenses relating to the business as a whole; (ii) those elements of the MIP and the 1999 SIP relating to corporate personnel whose other compensation costs are not allocated to the LOBs; (iii) the amortization of intangible assets acquired as part of purchased business combinations; (iv) the quarterly variances between the Company’s actual costs of certain of its self-insured integrated risk and employee benefit programs and amounts charged to the LOBs; and (v) certain adjustments relating to costs associated with the Company’s international defined benefit pension plans.  In addition, “unallocated corporate expenses” includes adjustments to contract margins (both positive and negative) associated with projects where it has been determined, in the opinion of management, that such adjustments are not indicative of the performance of the related LOB.

Segment Operating Results

In evaluating the Company’s performance by operating segment, the CODM reviews various metrics and statistical data for each LOB but focuses primarily on revenues and operating profit.  As discussed above, segment operating profit includes not only local SG&A expenses but the SG&A expenses of the Company’s support groups that have been allocated to the segments.  In addition, the Company allocates portions of the MIP and the 1999 SIP to the LOBs.  The revenues of certain LOBs are more affected by pass-through revenues than other LOBs.  The methods for recognizing revenue, incentive fees, project losses, and change orders is consistent among the LOBs.

Aerospace & Technology

 

  

For the Three Months Ended

 

 

December 30, 2016

 

 

January 1, 2016

 

Revenue

$

577,436

 

 

$

670,191

 

Operating Profit

 

51,087

 

 

 

47,999

 

Aerospace & Technology revenues for the three months ended December 30, 2016  decreased $92.8 million, or 13.8%, to $577.4 million from $670.2 million for the corresponding period last year.  The decrease in revenues for the three months ended December 30, 2016 as compared to the prior year comparable period was due to rebid losses and U.S. government preference for small business awards in 2015 and 2016 in the U.S. that led to a phased decline in revenues over 2016.  

Operating profit for the three months ended December 30, 2016  increased $3.1 million, or 6.4% to $51.1 million from $48.0 million for the corresponding period last year, in spite of declining revenues described above.  The increase in operating profit for the three months ended December 30, 2016 as compared to the corresponding period last year was primarily due to our focus on higher margin work, good performance on fixed-price contract work and other positive impacts of successful project closeouts.  As a result, operating margin for the three months ended December 30, 2016, improved to 8.8% compared to 7.2% for the corresponding period last year.

Page 22


JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

 

Buildings & Infrastructure

 

  

For the Three Months Ended

 

 

December 30, 2016

 

 

January 1, 2016

 

Revenue

$

580,617

 

 

$

563,330

 

Operating Profit

 

38,797

 

 

 

40,452

 

Buildings & Infrastructure revenues for the three months ended December 30, 2016 increased $17.3 million, or 3.1%, to $580.6 million from $563.3 million for the corresponding period last year.   The increase in revenues for the three months ended December 30, 2016 as compared to the prior year comparable period was primarily due to U.S. client spending in the project-management/construction-management market.

Operating profit for the three months ended December 30, 2016 decreased $1.7 million, or 4.1%, from $40.5 million to $38.8 million when compared to the corresponding period last year.  The decrease in operating profit was primarily due to slow starts on certain projects, which drove our costs up for the three months ended December 30, 2016 as compared to the prior year comparable period.  As a result, operating margin for the three months period ending December 30, 2016 declined to 6.7%, compared to 7.2%, for the corresponding period last year.

Industrial

 

  

For the Three Months Ended