10-K 1 d10k.htm FORM 10-K Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2009

Commission File Number 0-30911

THE PBSJ CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

 

Florida   59-1494168

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

4030 West Boy Scout Boulevard, Suite 700

Tampa, Florida 33607

(Address of principal executive offices)

(813) 282-7275

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Class A ($.00067 Par Value)

(Title of class)

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    x  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    x  No

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 filings for the past 90 days.    x  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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K.  ¨

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

¨  Large accelerated filer

   ¨  Accelerated filer

x  Non-accelerated filer (Do not check if a smaller reporting company)

   ¨  Smaller reporting company

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

The aggregate value of the voting stock held by non-affiliates of the registrant based on the $36.16 price for the registrant’s Common Stock on March 31, 2009 was $76,945,545. Directors, executive officers and 10% or greater shareholders are considered affiliates for purposes of this calculation but should not necessarily be deemed affiliates for any other purpose. There is no public trading market for the registrant’s common stock.

As of December 15, 2009, there were 5,505,249 shares of Common Stock Class A, $0.00067 par value per share, outstanding.

Documents Incorporated by Reference:

Our Proxy Statement to be filed for the 2010 Annual Meeting of shareholders is incorporated by reference in Part III hereof to the extent stated herein.

 

 

 


Table of Contents

THE PBSJ CORPORATION

Form 10-K

For the Year Ended September 30, 2009

Table of Contents

 

Item Number

  

CAPTION

   PAGE

PART 1:

     

Item 1.

  

Business

   4

Item 1A.

  

Risk Factors

   14

Item 1B.

  

Unresolved Staff Comments

   21

Item 2.

  

Properties

   21

Item 3.

  

Legal Proceedings

   22

Item 4.

  

Submission of Matters to a Vote of Security Holders

   22

PART II:

     

Item 5.

  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

   23

Item 6.

  

Selected Financial Data

   25

Item 7.

  

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

   26

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

   47

Item 8.

  

Financial Statements and Supplementary Data

   48

Item 9.

  

Changes in and Disagreements With Accountants on Accounting Financial Disclosure

   91

Item 9AT.

  

Controls and Procedures

   91

Item 9B.

  

Other Information

   93

PART III:

     

Item 10.

  

Directors, Executive Officers and the Corporate Governance

   94

Item 11.

  

Executive Compensation

   94

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   94

Item 13.

  

Certain Relationships, Related Transactions and Director Independence

   94

Item 14.

  

Principal Accounting Fees and Services

   94

PART IV:

     

Item 15.

  

Exhibits and Financial Statement Schedules

   95
  

Signatures

   96
  

Exhibit Index

   97

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the information incorporated by reference in it include and are based on “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. These statements can sometimes be identified by the fact that they do not relate strictly to historical or current facts and they frequently are accompanied by words such as “may,” “will,” “anticipate,” “estimate,” “expect,” “believes”, “could”, “would”, “should”, “plans” or “intend” and similar terms and expressions. Examples of forward looking statements include all statements regarding our expected financial position and operating results including backlog, our business strategy, our financing plans (including any statements concerning our stock windows) and forecasted demographic and economic trends relating to our industry, and all statements relating to our ability to be awarded government contracts, the adoption of certain laws by Congress, our ability to compete effectively with other firms that provide similar services, our ability to attract and retain clients, our ability to achieve future growth and success, our expectations for the public and private sector economic growth, and the outcome of the various on-going government investigations. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot assure you that our expectations in such forward-looking statements will turn out to be correct. Factors that may impact such forward-looking statements include, among others, our ability to attract additional business, the timing of projects and the potential for contract cancellation or delays by our customers, our ability to attract and retain skilled employees, our ability to comply with laws and regulations, our insurance coverage covering certain events, the timing and amount of the spending bills adopted by the federal government and the states, timely billings to our customers and delays in collections of accounts receivable, risks of competition, changes in general economic conditions and interest rates, the risk that the Internal Revenue Service or the courts may not accept the amount or nature of one or more items of deduction, loss, income or gain we report for tax purposes or that any of our customers, including governments, may audit our contracts that had been considered settled, significant differences between actual results and estimates of the amount of future funding obligations for our unfunded pension or other benefit plans, including as a result of changes in interest rates or regulatory rulings such as those related to ERISA, and the possible outcome of pending or future litigation, legal proceedings and governmental investigations (including any potential governmental investigations that may result from our pending Foreign Corrupt Practices Act internal investigation) and our actions in connection with such litigation, proceedings and investigations, as well as certain other risks including those set forth under the heading “Risk Factors” and elsewhere in this Annual Report and in other reports filed by the us with the Securities and Exchange Commission. All forward-looking statements included herein are only made as of the date of such statements are made, and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are qualified in their entirety by reference to the cautionary statements set forth above and elsewhere in this Annual Report and in other reports filed by us with the Securities and Exchange Commission.

Actual results could differ materially from those projected in the forward-looking statements as a result of the factors, among others, many of which are beyond our control.

 

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PART I

 

ITEM 1. Business

General

The PBSJ Corporation, together with its subsidiaries, is an employee-owned professional services organization that provides a broad range of program management, planning, design, and construction management services to a variety of public and private sector clients. Our two major business segments are consulting services and construction management, representing 79.5%, and 17.6%, respectively, of our revenue for the fiscal year ended September 30, 2009. We utilize our expertise in the engineering, construction management, planning, management, environmental, architectural and surveying disciplines to address complex problems in each of these basic service areas. We provide these services through our staff of approximately 3,700 professional, technical and support personnel as of September 30, 2009. We believe our multi-disciplinary approach to problems facilitates our ability to effectively meet the needs of our clients.

Since our founding in 1960, we have grown from a small civil engineering practice with operations only in South Florida to an international design firm offering a full range of engineering, construction management, architectural and planning services throughout the United States and in the Middle East (United Arab Emirates). In 2009, Engineering News-Record ranked Post, Buckley, Schuh & Jernigan, Inc., our subsidiary, thirtieth on its list of the top 500 U.S. design firms and fiftieth on its list of the top 200 environmental firms in the United States, based on revenue. During fiscal year 2009, we provided services to approximately 2,600 clients in the public and private sectors. In fiscal year 2009, we derived approximately 78% of our revenue from the public sector and about 22% from the private sector.

We have built an organization composed of highly skilled professionals and top-level technical and administrative personnel with a wide variety of scientific, engineering, architectural and management resources. These resources enable us to develop and implement innovative long-term solutions to our client’s complex problems, many of which are the subject of public concern and extensive governmental regulation. We assist our clients in responding to these concerns, in obtaining governmental permits and approvals and in complying with applicable laws and regulations.

We began operations on February 29, 1960. Our holding company, The PBSJ Corporation, was incorporated in 1973. We engage in business primarily through four wholly-owned subsidiaries: Post, Buckley, Schuh & Jernigan, Inc., or PBS&J, a Florida corporation (through which we provide the majority of our engineering, architectural and planning services), PBS&J Construction Services, Inc., a Florida corporation (through which we have certain large contracts for our construction management services), Peter R. Brown Construction, Inc., or Peter Brown, a Florida corporation (through which we provide the majority of our construction services) and PBS&J International, Inc., a Florida corporation (through which we provide engineering, architectural and planning services in international markets). In addition, we have three other active subsidiaries: Seminole Development Corporation and Seminole Development II, Inc. (through which we hold title to certain of our real property), PBS&J Constructors, Inc. (through which we perform design-build projects) and three consolidated affiliates, PBS&J Caribe, LLP and PBS&J Caribe Engineering Service, CSP (through which we perform certain work in Puerto Rico) and PBS&J, P.A. In this Form 10-K, all references to “PBSJ”, the “Company”, “us”, “we” or “our” operations refer to The PBSJ Corporation, its subsidiaries and affiliates and the activities of these entities on a consolidated basis. Our executive offices are located at 4030 West Boy Scout Boulevard, Suite 700, Tampa, FL 33607.

Acquisitions

Throughout our history, we have made strategic acquisitions. We completed the following acquisitions during the last three fiscal years. The results of operations of the acquired business are included in the consolidated financial statements from the date of each respective acquisition.

 

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On February 29, 2008, we acquired 100% of the stock of EcoScience Corporation, which we refer to as EcoScience, for $2.25 million, composed of $2.0 million in cash, 6,750 shares of our Class A common stock valued at approximately $200,000 and $50,000 cash held in escrow. The purchase price was allocated to the respective assets and liabilities based on their estimated fair values as of the acquisition date. The allocation of the purchase price resulted in assets of $2.8 million, including approximately $790,000 of intangible assets and $1.4 million of goodwill and liabilities of approximately $593,000. EcoScience specializes in the preparation of ecological assessments and environmental impact statements, endangered species determinations, wetland delineations, storm water master planning, hydrologic and hydraulic engineering and surface or groundwater modeling primarily in North Carolina, South Carolina and the Southeast region of the U.S. EcoScience enhances our technical strength in the environmental, water and planning markets and solidifies our general presence in the Southeast.

On December 31, 2008, we acquired 100% of the issued and outstanding shares of capital stock of Peter R. Brown Construction, Inc., which we refer to as Peter Brown, for an aggregate purchase price of $16.0 million, composed of $12.0 million in cash, or $1.6 million net of cash acquired, and 137,741 shares of our Class A common stock valued at $4.0 million. The purchase price was allocated to the respective assets and liabilities based on their estimated fair values as of the acquisition date. The allocation of the purchase price resulted in $12.7 million of intangible assets and $3.3 million of goodwill, all of which is deductible for tax purposes. The intangible assets consist of $3.8 million in customer relationships, $5.0 million in backlog and $3.9 million in trademarks and trade names. The weighted average useful life for customer relationships and backlog is 5.5 years. Trademarks and trade names are not amortizable. Additionally, we paid acquisition costs of approximately $446,000 which have been recorded in goodwill.

We initially agreed to pay, in addition to the initial purchase price, contingent consideration of up to a maximum of $2.0 million per year for three years based on a percentage of the amount by which Peter Brown’s earnings before interest and taxes and backlog exceeded threshold amounts during each year in the three year period following the acquisition. Any such contingent consideration paid will be accounted for as additional purchase consideration and included in goodwill in the period it is paid.

For income tax purposes, we and the former shareholders of Peter Brown elected to treat the Peter Brown sale as an asset purchase under Internal Revenue Code section 338(h)(10). In connection with this election, in May 2009, we paid an additional $734,000 in purchase price to the sellers, which was recorded as goodwill.

In June 2009, we entered into amended and restated employment agreements with the sellers of Peter Brown. In lieu of any contingent consideration amounts payable under the terms of the previous agreements, the amended employment agreements provide that each of the sellers was entitled to receive a cash payment of $1.0 million on or before July 1, 2009, thus reducing the total contingent consideration by $3.0 million. The sellers remain eligible to receive an additional cash payment on or before December 31, 2011 of up to $1.0 million each based on Peter Brown (i) backlog at September 30, 2011 and (ii) cumulative earnings before interest and taxes during the period from January 1, 2009 to September 30, 2011. Two-thirds of the additional amount payable under the amended employment agreements will be based on Peter Brown achieving certain earnings targets (although no additional payment based on earnings will be paid if Peter Brown achieves less than 75% of its earnings targets), and one-third of such additional amounts payable under the amended employment agreements will be based on Peter Brown achieving certain targeted backlog amounts. Under the terms of the amended employment agreements, we paid $3.0 million in additional purchase price to the sellers on July 1, 2009, which was recorded as goodwill.

Presentation of Consolidated Statements of Operations

During the quarter ended March 31, 2009, in connection with our acquisition of Peter Brown on December 31, 2008, we undertook a review of the historical manner of presentation of our consolidated statement of operations and adopted a revised format that is in accordance with the American Institute of Certified Public Accountants Accounting Guide for Construction Companies. As a result, we have reclassified

 

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the presentation of contract related direct expenses, which had previously been presented under the caption “Direct Reimbursable Expenses” and “Direct Salaries and Direct Costs,” and contract related indirect expenses, which had previously been presented in “General and Administrative Expenses, Including Indirect Salaries.” These contract related direct and indirect expenses are now classified under the caption “Cost of Revenue”. This change in manner of presentation did not affect our income from operations, net income or the determination of income or loss from our contracts. Conforming changes have been made for all periods presented.

Business Segments

In fiscal year 2009, due to the acquisition of Peter Brown, we modified our internal reporting process and the manner in which the business is managed and, in turn, reassessed our segment reporting. Beginning with the quarter ended March 31, 2009, we commenced reporting in two reporting segments: Consulting Services and Construction Management.

Certain of our operating segments do not individually meet the quantitative thresholds as a reporting segment nor do they share a majority of the aggregation criteria with another operating segment. These operating segments are reported on a combined basis as “Other” and include the PBS&J Constructors and PBS&J International operating segments as well as corporate expenses not included in the operating segments’ results.

The following table sets forth revenue from our reportable segments for each of the three years ended September 30, 2009, 2008, and 2007, after the restructuring, and the approximate percentage of our total revenues attributable to each reportable segment:

 

     2009    2008    2007
(Dollars in thousands)    Revenues    %    Revenues    %    Revenues    %

Consulting Services

   $ 634,876    79    $ 605,973    98    $ 578,668    100

Construction Management

     140,587    18      —      —        —      —  

Other

     23,125    3      11,972    2      2,797    —  
                             

Totals

   $ 798,588       $ 617,945       $ 581,465   
                             

Additional information concerning segment results of operations and financial information is set forth in Item 7 under the caption entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Item 8, Note 18 of “Notes to Consolidated Financial Statements” which are included herein.

Consulting Services

Our Consulting Services segment provides a variety of design and related consulting services. Such services include program management, construction management, planning, surveying, geographic information systems, environmental assessments, engineering design, architectural and interior design, site assessment, and regulatory compliance.

During fiscal 2009, significant projects in the Consulting Services segment included:

 

   

Our participation as joint venture partner for the Fort Belvoir Base Realignment and Closure Program Management and Planning for influx of both additional Department of Defense (DOD) and non-DOD personnel. Our responsibilities included site selection, master planning, transportation planning, and overall integration of the implementation effort.

 

   

Our participation as joint venture partner for program management of the South Florida Everglades Ecosystem Restoration Program. Our responsibilities included planning, project management, scheduling, scientific analysis, and fiscal and reporting management.

 

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Program management services for the Chokecherry and Sierra Madre Wind Farm in southern Wyoming. Responsibilities include environmental assessment, scientific analysis, planning, and preliminary engineering focused on transportation and transmission.

 

   

Plan development services for the City of Winter Haven, Florida to preserve and protect its surface water and groundwater resources for human and environmental use.

 

   

Construction management, administration, and inspection services for National Park Service projects throughout the United States.

 

   

Our participation as joint venture partner providing flood plain production and technical services nationwide for the Federal Emergency Management Agency.

 

   

Construction management services and owner representative for the Los Angeles International Airport baggage handling facilities.

 

   

Construction program management services for multiple Texas regional mobility authorities including Central Texas Regional Mobility Authority and North Texas Tollway Authority.

 

   

Planning and preliminary engineering services and production of environmental impact statements for both a commuter rail connection and reconstruction of Interstate 70 from downtown Denver to Denver International Airport.

 

   

Alternative analysis and corridor study for Anaheim Fixed Guideway between the resort area and the intermodal regional terminal connection with the high speed rail and commuter rail.

 

   

Program management and general engineering consultant services for multiple Florida Department of Transportation Districts, the Florida Turnpike Enterprise, the Central Texas Regional Mobility Authority , the Camino Real RMA, and the San Mateo County Transportation Authority.

Construction Management

The Construction Management segment includes the operations of Peter Brown which provides construction management services focusing primarily on building schools, jails, higher education facilities and institutional buildings. These services are typically provided by two delivery methods: Construction Management at Risk and Design-Build. Revenue from this segment is primarily derived from public sector clients including local government entities, universities, local school boards and state agencies.

Delivery Methods

Construction Management at Risk (“CMAR”) is a delivery method which entails a commitment by the Construction Manager (“CM”) to deliver the project within a Guaranteed Maximum Price (“GMP”). The Construction Manager is chosen by the owner based upon certain qualification criteria and the contract is conducted on an open book basis. The CM acts as consultant to the owner in the development and design phases, but acts as the equivalent of a general contractor during the construction phase. In addition to acting in the owner’s interest the CM must manage the budget and control construction costs to not exceed the GMP while still maintaining the owner’s design concept.

Design-Build is a delivery method where the CM is responsible for utilizing the concept developed by the owner, hiring the architect to design the project, and then pending the owner’s approval on the design, proceeds with construction. The CM is selected based upon certain qualification criteria as defined by the owner. While some Design-Build contracts can be conducted on a partial open book basis where the fee and general conditions are negotiated, these types of contracts are typically based on a lump-sum amount.

 

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Significant Projects

During fiscal 2009, significant projects in the Construction Management segment included:

 

   

Design-Build services for the University of South Florida in Tampa, Florida. Juniper-Poplar Hall is a multi-level student housing facility which provides housing suites for students and includes a full kitchen, cafeteria, post office, classroom space, laundry facilities, a convenience store, coffee shop, common student lounges and living/learning centers. The facility also uses limited access security areas to control the flow of non-residents who utilize the building.

 

   

CMAR services for new additions to Mildred Helms Elementary School for the Pinellas County School Board in Largo, Florida. The project scope consists of a new classroom building, new portable classrooms, new parking area and bus loop, and upgrades to infrastructure. The new classroom building contains classrooms and teacher planning areas including a conduit system for Smart Board technology. Site and Infrastructure work includes parking areas, stormwater retention, air-cooled chiller and a pump room.

 

   

CMAR services for a three story LEED silver certified building for the First District Court of Appeals in Tallahassee, Florida. This facility includes administrative offices, judge’s chambers, Marshall’s office, courtrooms and a library.

 

   

CMAR services for the Bay County Administration building in Panama City, Florida. This project consists of a three story building that contains offices for the Supervisor of Elections, Tax Collector, Property Appraiser, Planning and Zoning, Traffic Engineering and other key county positions.

 

   

CMAR services for an addition to the Pasco County Detention Facility in Land O’Lakes, Florida. This facility consists of a three story housing unit including a secure corridor connection to the existing facility. This addition provides the facility with new beds and new parking spaces. The housing unit includes an open-bay type building with control rooms, recreation areas, attorney visitation areas, medical dispensaries and triage rooms. Additionally, the scope of work included expanding site utilities while keeping the existing facility 100% operational.

 

   

CMAR services for the Polk County — South County Jail Expansion in Frostproof, Florida. The renovations and additions to this facility include multiple phases of work on an active, occupied campus. New construction includes a secure housing addition, remote video visitation building, kitchen, staff dining, infirmary, jail administration areas and additional beds in the existing facility. Building support systems include a central energy plant which is designed to run and provide uninterrupted power to the facility in case of a hurricane or other power interrupting event.

Clients

We provide our services to a broad range of clients, including state, local and municipal agencies, the federal government and private sector businesses. Our state and local government clients include numerous state departments of transportation, water utilities, local power generators, waste water treatment agencies, environmental protection agencies, schools and colleges, law enforcement agencies, judiciary, hospitals and other healthcare providers. During fiscal year 2009, we provided services to federal agencies, including the Federal Emergency Management Administration, or FEMA, U.S. Army Corps of Engineers, or USACE, Mississippi Emergency Agency and the U.S. Air Force. Our contracts with federal, state and local entities are subject to various methods of determining fees and costs. See “Contract Pricing and Terms of Engagement” for further discussion of our pricing arrangements with governmental clients.

 

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Our private sector clients include retail, commercial, entertainment, railroad, petro-chemical, food, telecommunications, oil and gas, power, semi-conductor, transportation, technology, public utility, mining and forest products entities. The table below indicates the revenue generated, by client type, for each of the three years ended September 30, 2009, 2008, and 2007.

 

     2009    2008    2007
(Dollars in thousands)    Revenue    %    Revenue    %    Revenue    %

State and local agencies

   $ 546,457    68    $ 427,482    69    $ 395,396    68

Federal agencies

     78,788    10      29,501    5      40,703    7

Private businesses

     173,343    22      160,962    26      145,366    25
                             

Total

   $ 798,588       $ 617,945       $ 581,465   
                             

In fiscal year 2009, we derived approximately 10.2% of our revenue from various districts and departments of the Florida Department of Transportation, or FDOT, under numerous contracts. While we believe the loss of any individual contract would not have a material adverse effect on our results of operations and would not adversely impact our ability to continue work under our other contracts with FDOT, the loss of all, or a significant portion of our contracts with FDOT would cause a material decrease in our revenues and profits and therefore would have a material adverse effect on our results of operations.

For the years ended December 31, 2009, 2008 and 2007, our percentages of total revenue derived from work performed for foreign based clients totaled .5%, 0% and 0%, respectively.

Marketing

Marketing activities are conducted by key operating and executive personnel, including specifically assigned business development personnel, as well as through professional personnel who develop and maintain new and existing client relationships. Our continued ability to compete successfully in the areas in which we do business is largely dependent upon aggressive marketing, the development of information regarding client requirements, the submission of responsive cost-effective proposals and the successful completion of contracts. Information concerning private and governmental requirements is obtained, during the course of contract performance, from formal and informal briefings, from participation in activities of professional organizations, and from literature published by the government and other organizations.

Contract Pricing and Terms of Engagement

We earn revenue for the various types of services we provide through cost-plus, time-and-materials, fixed price contracts, and guaranteed maximum price contracts or contracts that combine any of these methods. See Note 1 of our Consolidated Financial Statements included herein for a description of the revenue methods for each contract type.

Cost-Plus Contracts. Under our cost-plus contracts, we charge clients negotiated indirect rates based on direct and indirect costs in addition to a profit component. The amount of revenue is based on our actual labor costs incurred plus a recovery of indirect costs and a profit component. In negotiating cost-plus contracts, we estimate direct labor costs and indirect costs and then add a profit component, which is a percentage of total recoverable costs, to arrive at a total dollar value for the contract. Indirect expenses are recorded as incurred and are allocated to contracts. If the actual labor costs incurred are less than estimated, the revenues from a project will be less than estimated. If the actual labor costs incurred plus a recovery of indirect costs and profit exceed the initial negotiated total contract amount, we must obtain a contract modification to receive payment for such overage. If a contract modification or change order is not approved by our client, we may be able to pursue a claim to receive payment. Revenue from claims are recognized when collected. For each of fiscal year 2009 and 2008, approximately 34% and 40%, respectively, of our revenues were earned from cost-plus contracts, primarily with state and local government agencies. Cost plus contracts are primarily used in the consulting services segment.

 

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Our contracts with governmental entities, once executed, are not subject to renegotiation of profits at the election of the government; however, the governmental entity may elect to discontinue funding. If a governmental client elects to discontinue funding a project, our fees for work completed are generally protected because our contracts often provide that we receive periodic payments throughout the course of the project.

Time-and-Materials Contracts. Under our time-and-materials contracts, we negotiate hourly billing rates and charge our clients based on actual time expended. In addition, clients reimburse us for our actual out-of-pocket costs of materials and other direct incidental expenditures incurred in connection with performing the contract. Our profit margins on time-and-materials contracts fluctuate based on actual labor and overhead costs directly charged or allocated to contracts compared with negotiated billing rates. During each of fiscal year 2009 and 2008, approximately 19% and 34%, respectively, of our revenues were earned from time-and-materials contracts, primarily with federal, state and local agencies, as well as some private sector clients. Time and material contracts are primarily used in the consulting services segment.

Fixed-Price Contracts. Under our fixed-price contracts, clients pay us an agreed sum negotiated in advance for the specified scope of work. Under fixed-price contracts, there are no payment adjustments if we over-estimate or under-estimate the number of labor hours required to complete the project, unless there is a change of scope in the work to be performed. Accordingly, our profit margin will increase to the extent the labor hours and other costs are below the contracted amounts. The profit margin will decrease and we may realize a loss on a project if the number of labor hours required or other costs exceed the estimate. During fiscal years 2009 and 2008, approximately 32% and 26%, respectively, of our revenues were earned from fixed-price contracts, primarily with private sector clients. Fixed-price contracts are used in both the consulting services segment and the construction management segment.

Guaranteed Maximum Price Contracts. Under our guaranteed maximum price contracts, we typically negotiate a price that cannot be exceeded to manage the construction for a specific scope of work. The guaranteed maximum price, or GMP, contract value is often negotiated before the design is complete. We are responsible for any cost overruns. Labor, material or subcontractor savings are usually returned to the owner and can be utilized for additional work or changes in scope. Our profit margin will decrease and we may realize a loss on a project if the labor, materials or subcontractor costs exceed the estimate. During fiscal years 2009 and 2008, approximately 15% and 0%, respectively, of our revenues were earned from GMP contracts, primarily with state and local agencies. Guaranteed maximum price contracts are used in the construction management segment.

Competition

We face active competition in all areas of our business. As we provide a wide array of engineering, architectural, planning and construction management services to companies in various industries throughout the United States, we encounter a different group of competitors in each of our markets. Our competitors include (1) national and regional design firms like us that provide a wide range of design services to clients in all industries, (2) industry specific firms that provide design as well as other services to customers in a specific industry or disciplines, and (3) local firms that provide some or all of our services in one of our markets. Some of our competitors are larger, more diversified firms having substantially greater financial resources and larger professional and technical staffs than ours. Competition for major contracts is frequently intense and may entail public submittals and multiple presentations by numerous firms seeking to be awarded the contract. The extent of competition we will encounter in the future will vary depending on changing customer requirements in terms of types of projects and technological developments. It has been our experience that the principal competitive factors for the type of service business in which we engage are a firm’s demonstrated ability to perform certain types of projects, the client’s own previous experience with competing firms, the firm’s size and financial condition and the cost of the particular proposal.

 

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No firm dominates a significant portion of the sectors in which we compete. Given the expanding demand for some of the services we provide, it is likely that additional competitors will emerge. At the same time, consolidation continues to occur in certain of the sub-segments of the industry in the United States, including the environmental-focused firms.

We believe that we will retain the ability to compete effectively with other firms that provide similar services by continuing to offer a broad range of high-quality environmental, transportation, engineering and construction management services through our network of offices. Among other things, the wide range of expertise, which we possess, permits us to remain competitive in obtaining government contracts despite shifts in governmental spending emphasis. Our multi-disciplinary capabilities enable us to compete more effectively for clients whose projects require that the expertise of professionals in a number of different disciplines be utilized in the problem solving effort. We believe that our ability to offer our services over a large part of the United States is a positive factor in enabling us to attract and retain clients who have a need for our services in different parts of the country.

Backlog

Our backlog for services was estimated to be $728.3 million and $673.3 million as of September 30, 2009 and 2008, respectively. We expect to realize approximately $485.5 million of this backlog during the fiscal year ending September 30, 2010. We define backlog as contracted task orders less previously recognized revenue on such task orders. U.S. government agencies, and many state and local governmental agencies, operate under annual fiscal appropriations and fund various contracts only on an incremental basis. Our ability to realize revenues from our backlog depends on the availability of funding for various federal, state and local government agencies. In addition, most of our contracts have termination for convenience provisions which allow the client to terminate the contract on short notice. Therefore we cannot assure that revenue projected in our backlog will be realized or, if realized, will result in profits.

A majority of our customer orders or contract awards and additions to contracts previously awarded are received or occur periodically during the year and may have varying periods of performance. The comparison of backlog amounts on the same date in successive years is not necessarily indicative of trends in our business or future revenues.

Because our business is dependent upon the reputation and experience of our personnel and adequate staffing, a reasonable backlog is important for the scheduling of operations and for the maintenance of a fully-staffed level of operations.

The following table presents the total backlog for services by reportable segment for the years ended September 30, 2009 and 2008:

 

(Dollars in thousands)    September 30,
   2009    2008

Consulting Services

   $ 558,185    $ 642,776

Construction Management

     121,264      —  

Other

     48,810      30,561
             

Total

   $ 728,259    $ 673,337
             

Regulation

Compliance with federal, state, local and international regulations, which have been enacted or adopted, including those relating to the protection of the environment, are not expected to have any material effect on our capital expenditures, earnings and competitive position.

 

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Personnel

We employed approximately 3,700 employees at September 30, 2009. Most of our employees are professional or technical personnel having specialized training and skills, including engineers, architects, analysts, scientists, management specialists, technical writers and skilled technicians. We believe that our future growth and success will depend, in large part, upon our continued ability to attract and retain highly qualified personnel.

Liabilities and Insurance

When we perform services for our clients, we may become liable for failure to meet the applicable standard of care in providing professional services, breach of contract, personal injury and property damage. Such claims could include improper or negligent performance or design and failure to meet specifications. Additionally, if a client were to make a claim against a subcontractor on a project for which we are the prime contractor, we would be liable if the subcontractor was not adequately insured or not financially able to settle the claim. Our clients often require us to contractually indemnify them for damage or personal injury to the client, third parties and their property and for fines and penalties caused by our negligence. Because our projects are typically large enough to affect the lives of many people, the potential damages to a client or third parties are potentially large and could include punitive and consequential damages. For example, our transportation projects involve services that affect not only our client, but also many end-users of those services.

To protect us from potential liability we maintain a full range of insurance coverage, including workers’ compensation, commercial general liability (which includes property coverage), commercial automobile, and professional liability (which includes pollution coverage). Our professional liability coverage is on a “claims-made basis” meaning the coverage applies to claims made during a policy year regardless of when the causative action took place. All other coverage is “occurrence-basis” meaning that the policy in place when the injury or damage occurred is the policy that responds regardless of when the claim is made. Our professional liability limits per policy year are $60 million with a per claim deductible of $125,000 plus an annual aggregate retention of $3 million. This coverage would also cover us for a claim against one of our subcontractors. Based on our experience with claims and lawsuits we believe that the current levels of coverage are adequate in all cases. A successful catastrophic claim or aggregate of several large claims in amounts in excess of our insurance coverage in any policy year could have a material adverse effect on our financial position and results of operations. As of September 30, 2009 and 2008, the Company had accruals of $3.7 million and $6.5 million, respectively, for all potential and existing claims, lawsuits and pending proceedings that, in management’s opinion, are probable and can be reasonably estimated

Misappropriation Loss

In connection with an investigation conducted by independent counsel in prior years, it was revealed that at least $36.6 million of Company funds was misappropriated between January 1, 1998 and the discovery of the misappropriations in March 2005.

We determined that the misappropriation scheme led to the overstatement of overhead rates that we had used to determine billings in connection with certain of our government contracts. As a result, some of our government clients were overcharged. We determined the corrected overhead rates considering both the impact of the misappropriations and the impact of additional errors identified. We and our advisors worked with our government clients to finalize any refundable amounts. The cumulative refund amount, before any payments, resulting from the overstated overhead rates was $35.0 million through September 30, 2009. At September 30, 2009 and 2008, the balance in accrued reimbursement liability was approximately $946,000 and $2.2 million, respectively. The balance at September 30, 2009 is expected to be settled in fiscal year 2010.

 

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We filed a claim under our annual crime policy for the policy period ended April 30, 2005, which we refer to as the 2005 Policy, to recover some of the misappropriation losses resulting from the embezzlement. In January 2007, we received $2.0 million, the stated limit under the 2005 Policy. The insurance proceeds were recognized in insurance proceeds and gain on recoveries, net of misappropriation loss in the accompanying consolidated statement of operations for the year ended September 30, 2007. We do not expect to receive any additional insurance proceeds in the connection with the misappropriation loss.

Foreign Corrupt Practices Act Investigation

As previously reported on our Form 8-K filed December 30, 2009, an internal investigation is currently being conducted by the Audit Committee of our Board of Directors to determine whether any laws, including the Foreign Corrupt Practices Act (“FCPA”), may have been violated in connection with certain projects undertaken by PBS&J International, Inc., one of our subsidiaries with revenue of $4.3 million in fiscal year 2008 and $3.9 million in fiscal year 2009, in certain foreign countries (the “International Operations”). Initial results of the investigation suggest that FCPA violations may have occurred. However, the investigation does not suggest that any violation extends beyond the International Operations or that members of our executive management were involved in illegal conduct. We have voluntarily disclosed the possible violations, the investigation, and the initial findings to the Department of Justice and to the Securities and Exchange Commission, and will cooperate fully with their review. The FCPA (and related statutes and regulations) provides for potential monetary penalties, criminal and civil sanctions, and other remedies. We are unable to estimate the potential penalties that might be assessed for these FCPA violations and accordingly, no provision has been made in the accompanying financial statements.

Available Information

A copy of this Annual Report on Form 10-K, as well as our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934, are available free of charge on the Internet at the SEC’s web site at www.sec.gov. Our reports filed with the SEC may be read or copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

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ITEM 1A. Risk Factors

In addition to the factors discussed elsewhere in this Annual Report on Form 10-K, the following risks and uncertainties could materially adversely affect our business, financial condition, and results of operations. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and financial condition.

Certain Risks Related to Our Marketplace and Our Operations

Downturns in the financial markets, like the present financial market downturn, and reduced federal, state and local government budget spending could cause a reduction in our revenues, operating results and liquidity.

Downturns in the financial markets, like the present financial market downturn, can impact the capital expenditures of our clients. During fiscal 2009 and 2008 the contraction of the residential housing market that began in 2006 continued and accelerated, reducing housing starts to levels not seen since the early 1980s. In the wake of the general liquidity crisis triggered by the losses suffered by major financial institutions, the impact of the economic downturn spread to commercial development and the remainder of the private sector. These events have caused a sharp decline in many of the services we provide, including traditional civil engineering, architecture, planning and survey work.

Adverse economic conditions may decrease our clients’ willingness to make capital expenditures or otherwise reduce their spending to purchase our services, which could result in diminished revenues and margins for our business. In addition, adverse economic conditions could alter the overall mix of services that our clients seek to purchase, and increased competition during a period of economic decline could force us to accept contract terms that are less favorable to us than we might be able to negotiate under other circumstances. Changes in our mix of services or a less favorable contracting environment may cause our revenues and margins to decline. Moreover, our customers may experience difficult business climates from time-to-time and could delay or fail to pay our fees as a result. If a customer failed to pay a significant outstanding fee, our financial results and liquidity could be adversely affected. In addition, given the recent market turmoil and tightening of credit, our clients may have difficulty in obtaining financing, which may result in cancellations of projects or deferral of projects to a later date. Such cancellations or deferrals could result in decreased demand for our services and could materially adversely affect our revenue, operating results and liquidity.

The demand for our government related services is contingent upon the level of government funding for new and existing infrastructure projects. As such, government funding is dependent upon policy objectives being in line with infrastructure needs. In addition, in times of economic downturns, such as what we have experienced in fiscal year 2009, our government clients may have less tax revenues for infrastructure projects. For example the present economic downturn has affected states and municipalities, since tax revenues are declining across the board. Any shift in policy away from the capital expenditure initiatives we work on or economic declines which reduce tax revenues or the availability of financing could result in decreased demand for our services and could materially adversely affect our revenue, operating results and liquidity.

The uncertainty of large-scale projects during times of economic declines makes it particularly difficult to predict whether and when we will receive a contract award or when an existing contract may be canceled. The uncertainty of contract award timing and cancelations can present difficulties in matching our workforce size with our contract needs. If an expected contract award is delayed or not received or an existing contract is canceled, we could incur costs resulting from reductions in staff or redundancy of facilities that would have a materially adversely affect our revenue, operating results and liquidity.

Additionally, the current downturn in the financial markets could make it more costly for the Company to obtain financing for the Company’s operations or investments and reduce the availability of capital.

 

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We operate in a highly competitive market. If we are unable to offer competitive services, our revenues, operating results and liquidity may be adversely affected.

We have numerous competitors in the various marketplaces in which we operate. Our competitors range from large diversified firms having substantially greater financial resources and a larger technical staff than us, to smaller more specialized, low cost structure niche firms. It is not possible to estimate the extent of competition that our present or future activities will encounter because of changing competitive conditions, customer requirements, technological developments, political environments and other factors.

We continue to see significant price competition and customer demand for higher service completion levels. There is also significant price competition in the marketplace for federal, state, and local government contracts as a result of budget issues, political pressure and other factors beyond our control. Our operating results could be negatively impacted should we be unable to achieve the revenue growth necessary to sustain profitable operating margins within our service lines.

Pending or future governmental audits could result in findings which require downward adjustments of our revenue; and, under certain circumstances, could cause us to incur significant liabilities and could impair or disqualify us from obtaining future contracts.

We are party to numerous contracts with federal, state, international and other government agencies, which require strict compliance with applicable laws, regulations, standards and contractual requirements. Federal and many state agencies routinely conduct various types of audits of their contracts. In some cases, the agencies conducting these audits review and report instances of fraud, internal control deficiencies, and violations of regulations or provisions of the contract.

If these audits identify costs which have been incorrectly charged or billed, either directly or indirectly, to government contracts, the government agencies may not reimburse us for these costs, or if we have already been reimbursed, we may be required to refund these reimbursements.

Our internal controls may not prevent or detect specific isolated or deceitful violations of applicable laws, regulations, standards or contractual requirements. If we fail to comply with the terms of one or more of our government contracts or governmental statutes and regulations, or if any of our companies or employees are indicted or convicted on criminal charges (including misdemeanors) relating to any of our government contracts, in addition to any civil or criminal penalties and costs we may incur, we could be suspended or debarred from government contracting activities for a period of time. Some federal and state statutes and regulations provide for automatic debarment in certain circumstances, such as upon a conviction for a violation. The suspension or debarment in any particular case may be limited to the facility, contract or subsidiary involved in the violation or could be applied to all of our companies if the circumstances were deemed severe enough. Even a narrow suspension or debarment could result in negative publicity that could adversely affect our ability to renew contracts and to secure new contracts, both with governments and private customers, which could materially and adversely affect our business and results of operations. A conviction or other remedy resulting from the Foreign Corrupt Practices Act investigation, discussed below, could also, under certain circumstances, trigger all or some of the adverse affects discussed above.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws.

As previously reported on our Form 8-K filed December 30, 2009, an internal investigation is currently being conducted by the Audit Committee of our Board of Directors to determine whether any laws, including the Foreign Corrupt Practices Act (“FCPA”), may have been violated in connection with certain projects undertaken by PBS&J International, Inc., one of our subsidiaries in certain foreign countries (the “International Operations”). Initial results of the investigation suggest that FCPA violations may have occurred. We have voluntarily

 

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disclosed the possible violations, the investigation, and the initial findings to the Department of Justice and to the Securities and Exchange Commission, and will cooperate fully with their review. The FCPA (and related statutes and regulations) provides for potential monetary penalties, criminal and civil sanctions, and other remedies. We are unable to estimate the potential penalties that might be assessed for these FCPA violations and accordingly, no provision has been made in the accompanying financial statements.

We derive a significant portion of our revenue from a few clients, and the loss of these clients could have a material adverse impact on our financial performance.

In fiscal year 2009, we derived approximately 10.2% of our revenue from various districts and departments of the FDOT under numerous contracts. The loss of all or a significant portion of our contracts with this client or several large contracts with our other clients would have a material adverse effect on our results of operations, resulting from a material decrease in our revenue and profits.

Our backlog is subject to cancellation and unexpected adjustments, which could have a negative impact on future revenues, operating results and liquidity.

We cannot assure that the revenues projected in our backlog will be realized or, if realized, will result in profits. Projects may remain in our backlog for an extended period of time prior to project execution and, once project execution begins, it may occur unevenly over the current and multiple future periods. In addition, our ability to earn revenues from our backlog depends on the availability of funding from various federal, state, and local government agencies. Most of our contracts have termination for convenience provisions which allow the client to terminate the contract on short notice. Therefore, project terminations, suspensions or reductions in scope may occur from time-to-time with respect to contracts reflected in our backlog would cause a reduction in our backlog, and adversely affect future revenues, operating results and liquidity.

Most of our contracts may be canceled on short notice, so our revenue is not guaranteed.

Most of our contracts are cancelable on short notice even if we are not in default under the contract. Many of our contracts, including our service agreements, are periodically open to public bid. We may not be the successful bidder on our existing contracts that are re-bid. We also provide a significant portion of our services on a non-recurring, project-by-project basis. We could experience a reduction in our results of operations, cash flows and liquidity if:

 

   

our clients cancel a significant number of contracts;

 

   

we fail to win a significant number of our existing contracts upon re-bid; or

 

   

we complete the required work under a significant number of our non-recurring projects and cannot replace them with similar projects.

If we are unable to accurately estimate the revenues, costs, time and resources on our contractual commitments, we may incur a lower profit or loss on the contract.

We generally earn revenue for the services we provide through four principal types of contracts: cost-plus, time-and-materials, fixed price contracts, and guaranteed maximum price contracts. All of these contracts require estimates, which if ultimately incorrect, would lead to lower profits or losses on such contract. Cost-plus contracts are usually subject to negotiated ceiling amounts, and limit the recovery of certain specified indirect costs. If we underestimate our costs, and our costs exceed the contract ceiling amount, we may not be reimbursed for such costs. Under fixed price and guaranteed maximum price contracts, we receive a fixed sum negotiated in advance, regardless of actual costs incurred. If we set up the price based on underestimated costs for the specified scope of work, we may experience significant over-runs and negatively impact profit margin or realize a loss on the contract. Under fixed price contracts, we bear the inherent risk that actual performance cost may exceed the

 

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contract price. Under time-and-materials contracts, we negotiate hourly billing rates and charge our clients based on actual time expended. However, because our actual labor and overhead costs directly charged or allocated to such contracts may exceed the negotiated billing rates, even under time-and-materials contracts we run the risk that if we underestimate our total contract costs when we determine our negotiated billing rates, we may not be able to recover these costs from our client, and the project may not be profitable for us.

Percentage-of-completion accounting used for our fixed price and guaranteed maximum price contracts can result in overstated or understated profits or losses and variations of actual results from our assumptions could reduce our profitability.

The revenue for our fixed price and guaranteed maximum price contracts are accounted for on the percentage-of-completion method of accounting. This method of accounting requires us to calculate revenues and profit to be recognized in each reporting period for each project based on our predictions of future outcomes, including our estimates of the total cost to complete the project, project schedule and completion date, the percentage of the project that is completed and the amounts of any probable unapproved change orders. Our failure to accurately estimate these often subjective factors could result in overstated or understated profit or losses for certain contracts. Contract revenue and total cost estimates are reviewed and revised periodically as the work progresses. Adjustments are reflected in contract revenue in the fiscal period when such estimates are revised. Estimates are based on management’s reasonable assumptions and experience, but are only estimates. Variation of actual results from estimates on a large project or on a number of smaller projects could be material. We immediately recognize the full amount of the estimated loss on a contract when our estimates indicate such a loss. Such adjustments and accrued losses could result in reduced profitability in the period in which such loss is identified which could negatively impact our liquidity.

If we are unable to retain and recruit highly qualified personnel to fulfill our contractual obligations, our business may be adversely affected.

Our employees are our most valuable resource. Many of our technical personnel are highly specialized in their respective disciplines. Since we derive substantially all of our revenue from services performed by our professional staff, our failure to retain and attract professional staff could negatively impact our ability to complete our projects and secure new contracts.

Failure to meet the covenants of our existing revolving credit facility could result in the loss of use of our available line of credit.

Failure to meet any of the covenant terms of our existing revolving credit facility could result in an event of default. If an event of default occurs, and we are unable to receive a waiver of default, our lender may increase our borrowing costs, restrict our ability to obtain additional borrowings, accelerate all amounts outstanding or enforce their interest against all collateral pledged. In the past, we have obtained written waivers of default from our lender, but we may not be able to obtain any necessary waivers in the future. In addition, we cannot declare dividends or incur additional debt without written approval from our lender, which could significantly restrict our ability to raise additional capital. Our inability to raise additional capital could lead to a working capital deficit that could have a materially adverse effect on our operations in future periods.

We may not be successful in growing through acquisitions or integrating effectively and efficiently any businesses and operations we may acquire.

Our success depends on our ability to continually enhance and broaden our service offerings in response to changing customer demands, technology, and competitive pressures. Numerous mergers and acquisitions in our industry have resulted in a group of larger firms that offer a full complement of single-source services including studies, design, engineering, procurement, construction, operations, maintenance and, in some instances, facility ownership. To remain competitive, we may acquire new and complementary businesses to expand our portfolio of services, add value to the projects undertaken for clients or enhance our capital strength. We do not know if

 

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we will be able to complete any future acquisitions or whether we will be able to successfully integrate any acquired businesses, operate them profitably, or retain their key employees.

Even if we do identify suitable acquisition candidates, we anticipate significant competition when trying to acquire these candidates, and we may not be able to acquire such candidates at reasonable prices or on favorable terms. Some of the competing buyers may be stronger financially than we are. As a result of this competition, we may not succeed in acquiring suitable candidates or may have to pay more than we would prefer to make an acquisition. If we cannot identify or successfully acquire suitable acquisition candidates, we may not be able to successfully expand our operations. Further, we may not be able to generate sufficient cash flow from an acquisition to service any indebtedness incurred to finance such acquisitions or realize any other anticipated benefits and our profitability may not improve as a result of any one or more acquisitions. Any acquisition may involve operating risks, such as:

 

   

the difficulty of assimilating the acquired operations and personnel and integrating them into our current business;

 

   

the potential disruption of our ongoing business;

 

   

the diversion of management’s attention and other resources;

 

   

the possible inability of management to maintain uniform standards, controls, procedures and policies;

 

   

the risks of entering markets in which we have little or no experience;

 

   

the potential impairment of relationships with employees;

 

   

the possibility that any liabilities we may incur or assume may prove to be more burdensome than anticipated; and

 

   

the possibility that any acquired firms do not perform as expected.

Our inability to enforce non-competition agreements with former principals and key management of the businesses we acquire may adversely affect our operating results, cash flows and liquidity.

In connection with our acquisitions, we generally require that key management and the former principals of the businesses we acquire enter into non-competition agreements in our favor. The laws of each state differ concerning the enforceability of non-competition agreements. Generally, state courts will examine all of the facts and circumstances at the time a party seeks to enforce a non-competition agreement; consequently, we cannot predict with certainty whether, if challenged, a court will enforce any particular non-competition agreement. If one or more former principals or members of key management of the businesses we acquire leave us and the courts refuse to enforce the non-compete agreement entered into by such person or persons, we might be subject to increased competition, which could materially and adversely affect our operating results, cash flows and liquidity.

We may be unable to obtain sufficient bonding capacity to support certain service offerings and the need for performance and surety bonds may impact our ability to win projects and reduce our availability under our credit facility.

Some of our contracts require performance and surety bonds particularly in connection with our construction at risk projects. Bonding capacity in the infrastructure industry has become increasingly difficult to obtain, and bonding companies are denying or restricting coverage to an increasing number of contractors. Companies that have been successful in renewing or obtaining coverage have sometimes been required to post additional collateral to secure the same amount of bonds which reduces availability under our credit facility. We may not be able to maintain a sufficient level of bonding capacity in the future, which could preclude us from being able to bid for certain contracts and successfully contract with certain client. In addition, even if we are

 

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able to successfully renew or obtain performance or payment bonds in the future, we may be required to post letters of credit in connection with the bonds which would reduce availability under our credit facility.

Our subcontractors may fail to satisfy their obligations to us or other parties, or we may be unable to maintain these relationships, either of which may have a material adverse affect our results of operations, cash flows and liquidity.

We depend on subcontractors to complete some of the work on some of our projects. There is a risk that we may have disputes with subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontractor or our failure to extend existing task orders or issue new task orders under a subcontract. In addition, if any of our subcontractors fail to deliver on a timely basis the agreed-upon services, then our ability to fulfill our obligations as a prime contractor may be jeopardized. In addition, the absence of qualified subcontractors with whom we have a satisfactory relationship could adversely affect the quality of our service and our ability to perform under some of our contracts. Any of these factors may have a material adverse effect on our results of operations, cash flows and liquidity.

Our financial results are based, in part, upon estimates and assumptions that may differ from actual results.

In preparing our consolidated financial statements in conformity with accounting principles generally accepted in the United States, a number of estimates and assumptions are made by management that affect the amounts reported in the financial statements. These estimates and assumptions must be made because certain information that is used in the preparation of our financial statements is either dependent on future events or cannot be calculated with a high degree of precision from data available. In some cases, these estimates are particularly uncertain and we must exercise significant judgment. Estimates are primarily used in our assessment of revenue recognition, allowance for doubtful accounts, accrued self insurance claims, valuation of goodwill and intangible assets, income taxes (including net deferred tax assets) and other contingencies and litigation. Actual results could differ materially from the estimates and assumptions that we use, which could have a material adverse effect on our results of operations, cash flows and liquidity.

Rising inflation, interest rates and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed price contracts.

Because a significant portion of our revenues is earned from cost-plus contracts, fixed price contracts and guaranteed maximum price contracts, as well as contracts that base significant financial incentives on our ability to keep costs down, we bear some or all of the risk of rising inflation with respect to those contracts. In addition, rising inflation, interest rates and/or construction costs could reduce the demand for our services. Furthermore, if we expand our business into markets and geographic areas where fixed price work is more prevalent, inflation may have a larger impact on our results of operations in the future. Therefore, increases in inflation, interest rates and/or construction costs could have a material adverse impact on our business and financial results.

Our projects may result in liability for faulty engineering services.

Because our projects are often large and can affect many people, our failure to make judgments and recommendations in accordance with applicable professional standards could result in large damages and, perhaps, punitive damages. For example, our transportation projects involve services that affect not only our client, but also many end users of those services. Additionally, if a client were to make a claim against a subcontractor on a project for which we are the prime contractor, we would be liable if the subcontractor was not adequately insured or not financially able to settle the claim. Our clients often require us to contractually indemnify them for damage or personal injury to the client, third parties and their property and for fines and penalties caused by our negligence. Because our projects are typically large enough to affect the lives of many people, the potential damages to a client or third parties are potentially large and could include punitive and consequential damages.

 

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We are self-insured against many potential liabilities.

Although we maintain insurance policies with respect to general liability, workers’ compensation and employee health coverage, those policies are subject to high deductibles, and we are self-insured up to the amount of the deductible. Since most claims against us do not exceed the deductibles under our insurance policies, we are effectively self-insured for substantially all claims. We actuarially determine any liabilities for unpaid claims and associated expenses, including incurred but not reported losses, and reflect those liabilities in our balance sheet as other current and non-current liabilities. The determination of such claims and expenses and the appropriateness of the liability is reviewed and updated quarterly. However, insurance liabilities are difficult to assess and estimate due to the many relevant factors, the effects of which are often unknown, including the severity of an injury, the determination of our liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program. If our insurance claims increase or costs exceed our estimates of insurance liabilities, we could experience a decline in profitability and liquidity.

Significant changes in funding assumptions of our unfunded pension and other benefit plans could adversely affect our financial results.

We have an unfunded, nonqualified, noncontributory defined benefit pension plan and an unfunded nonqualified defined contribution plan that covers key officers and certain former key officers. Estimates for the amount and timing of the future funding obligations of the plans are based on various assumptions. These assumptions are subject to change based on interest rates and regulatory rulings such as those related to ERISA, among other factors. Significant changes in assumptions may materially affect our retirement plan obligations and related future expense.

Certain Risks Related to Owning Our Stock

Because no public market exists for our stock, and we are not required to redeem stock held by our shareholders even upon their retirement or other termination of employment, the ability of our shareholders to sell their Class A common stock is limited.

There is no public market for our Class A common stock. In order to provide some liquidity to our shareholders, we have historically maintained a limited annual stock offering period, which we call the stock window. The stock window has permitted existing shareholders to offer their shares for sale back to us during a predetermined period at a price determined by an appraisal. Although the stock window is intended to provide some liquidity to shareholders, the aggregate number of shares offered for sale during the stock window may be greater than the aggregate number of shares sought to be purchased by authorized buyers. As a result, sell orders may be prorated, and shareholders may not be able to sell all of the shares they desire to sell during the stock window. In addition, we are not required to redeem stock held by our shareholders upon retirement or other termination of employment. Accordingly, shareholders may not be able to sell their stock even if they retire or otherwise leave the Company. Additionally, the retirement of significant shareholders, such as that which may occur over the next five years as a result the potentially large number of employees who either are or will become during that period of retirement age, could cause constraints on the Company’s liquidity and further limit the Company’s ability to purchase shares by shareholders who wish to sell their shares.

The ability of shareholders to sell or transfer their Class A common stock is restricted and, even upon such a sale, may not result in immediate receipt of cash consideration.

Only our employees, directors, and The PBSJ Employee Profit Sharing and Stock Ownership Plan and Trust, which we refer to as the ESOP, may own our Class A common stock. We have incorporated significant restrictions on the transfer of our Class A common stock that limit our shareholders’ ability to sell their stock. All shares must be initially offered for sale back to us at the price determined in accordance with our bylaws. If we decline to purchase the shares, the ESOP Plan may purchase such shares. Should the ESOP Plan decline to purchase the shares, the shareholders may offer their shares for sale to other shareholders who are employees. The other shareholders have the right to purchase such shares based on each shareholder’s proportionate

 

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ownership of all issued shares. Because our shares are subject to transfer restrictions, shareholders who desire to sell all their shares may not be able to do so.

Pursuant to our bylaws, we are permitted to repurchase stock by delivery of a promissory note to the employee. Because the principal payable pursuant to any such promissory note may not be paid at any time prior to the five year anniversary of the date of issuance, a shareholder may not receive a cash payment for his shares until such five year anniversary.

Because we do not intend to pay dividends, our shareholders will benefit from an investment in our Class A common stock only if our stock price appreciates.

We have never declared or paid dividends to holders of our Class A common stock. We expect to retain all future earnings for investment in our business, and do not expect to pay any cash dividends in the near future. As a result, the positive return of an investment in our Class A common stock is solely dependable on future appreciation in value of our Class A common stock and future earnings. There is no guarantee that our stock will appreciate in value or even maintain the original price at which it was purchased.

The limited market and transfer restrictions on our Class A common stock will likely have anti-takeover effects.

Only our employees, directors, eligible consultants and employee benefit plans may own our Class A common stock and participate in our internal market. In addition, we have imposed significant restrictions on the transfer of our Class A common stock other than through sales during our stock windows. These limitations make it extremely difficult for a potential acquirer who does not have the prior consent of our Board of Directors to acquire control of our Company, regardless of the price per share an acquirer might be willing to pay and whether or not our shareholders would be willing to sell at that price.

 

ITEM 1B. Unresolved Staff Comments

None.

 

ITEM 2. Properties

We lease and maintain our executive offices located at 4030 West Boy Scout Boulevard, Suite 700, Tampa, FL 33607. On August 31, 2007, the Company entered into a sale-leaseback agreement of its Doral office building located at 2001 N.W. 107th Avenue, Miami, Florida 33172, which consists of approximately 100,000 square feet of office space (see Note 6 to the Consolidated Financial Statements for further information). We own our Orlando office located at 482 South Keller Road, Orlando, Florida 32810, which consists of approximately 90,000 square feet of office space. The Orlando office building is pledged as collateral under a mortgage note.

We lease 98 additional offices throughout the United States, Puerto Rico and the United Arab Emirates. Aggregate lease payments during fiscal year 2009 were $22 million.

We also have title to one remaining recovered property which is held for sale and included in other non-current assets in the accompanying consolidated balance sheet at September 30, 2009 (see Note 3 to the Consolidated Financial Statements for further information). The property is a 2,000 square foot condominium located in Hollywood, Florida.

We believe that substantially all of our property and equipment is, in general, well maintained and in good operating condition is considered adequate for present needs.

We believe that we have clear title to the properties owned and used in our business, subject to liens for current taxes and easements, restrictions and other liens, which do not materially detract from the value of the properties or our interest in the properties or the use of those properties in our business.

 

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ITEM 3. Legal Proceedings

The information with respect to legal proceedings is incorporated by reference from Note 16 and Note 19 of our Consolidated Financial Statements included herein.

 

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

 

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PART II

 

ITEM 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

There is no established public trading market for our Class A common stock. As of September 30, 2009 there were no shares of Class A common stock that were subject to outstanding warrants or options to purchase, or securities convertible into, our Class A common stock.

As of December 15 there were 5,505,249 shares of Class A common stock outstanding and held of record by 2760 shareholders. There are no other classes of stock outstanding.

Our bylaws require that Class A common stock held by shareholders who terminate employment with us be offered for sale at fair market value to us pursuant to a right of first refusal. Should we decline to purchase the shares, the shares must next be offered to our ESOP plan at fair market value, and then ultimately to our shareholders who are employees. Our bylaws provide the procedures for determining the fair market value. Other than agreements with certain retired directors, as of September 30, 2009 and 2008, there was no outstanding Class A common stock held by individuals no longer employed by us.

Dividends

Each share of our Class A common stock is entitled to share equally in any dividends declared by our Board of Directors. Pursuant to the terms of our credit agreement, we cannot declare or pay dividends in excess of 50% of our net income. We have not paid cash dividends on our Class A common stock in the past and have no present intention of paying cash dividends on our Class A common stock in the foreseeable future as we expect to retain any earnings for investment in our business.

Issuer Purchases of Equity Securities

The following table provides information about repurchases of Class A common stock during the year ended September 30, 2009:

 

     Total Number of
Shares
Repurchased
    Average
Price Paid
Per Share
   Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
   Maximum Number of Shares
That May Be

Purchased Under the Plans
or Programs

October 1 – June 30

   394,860      $ 29.06      

July 1 – July 31

   259      $ 29.04    —      —  

August 1 – August 31

   1,442      $ 29.04    —      —  

September 1 – September 30

   355,228      $ 36.16    —      —  
                  

Total

   751,789 (1)    $ 32.42    —      —  
                  

 

(1) Represents shares repurchased during our stock window, from terminating employees and for tax withholding purposes.

 

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Performance Graph

The following graph shows a comparison of the five-year cumulative total shareholder return for our Class A common stock with the S&P 500 Index and a weighted peer group index. The peer group index consist of other engineering firms the Company uses to benchmark its performance, specifically, CH2M Hill companies LTD, URS Corporation, Michael Baker Corporation, Tetra Tech Inc., and Jacobs Engineering Group, Inc. The graph assumes a $100 investment on September 30, 2005 in our Class A common stock, the S&P 500 Index and the peer group index. The comparisons in the graph are required by the SEC and are not intended to forecast or be indicative of possible future performance of our common stock.

The performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as to the extent we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

LOGO

 

(1) The 2009 stock price for the PBSJ Corporation is based on the valuation of our stock price as of March 31, 2009. See Item 7. “Management’s Discussion and Analysis of the Financial Condition and Results of Operations — Critical Accounting Policies — Stock Valuation” for additional information concerning the stock valuation.

 

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ITEM 6. Selected Financial Data

The financial data for the years ended September 30, 2009, 2008, 2007, 2006 and 2005 have been derived from our audited financial statements. You should read the information set forth below in conjunction with our consolidated financial statements, including the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Annual Report.

 

     For the Year Ended September 30,  
     2009     2008     2007     2006     2005  
(Dollars in thousands, except per share amounts)                               

Operating Data:

          

Revenue

   $ 798,588      $ 617,945      $ 581,465      $ 537,242      $ 511,937   

Gross profit

     92,217        79,807        91,510        84,450        81,910   

Net income

     23,618 (1)      15,472 (2)      19,098 (3)      5,405 (4)      21,075 (5) 

Balance Sheet Data (at end of period):

          

Working capital

     47,173        58,644        34,911        (1,285     30,506   

Total assets

     323,274        268,677        258,369        244,949        251,647   

Accrued reimbursement liability (6)

     946        2,186        8,385        28,183        34,772   

Long-term debt, less current portion

     12,353        5,885        6,397        6,909        7,425   

Capital leases obligations

     141        435        705        1,050        853   

Total stockholders’ equity

     77,145        66,251        78,096        58,911        77,832   

Net income per share:

          

Basic

   $ 4.26      $ 2.55      $ 3.05      $ 0.81      $ 2.92   

Diluted

   $ 4.19      $ 2.51      $ 2.99      $ 0.76      $ 2.74   

 

(1) Net income includes $1.3 million recognized on the deferred gain on the sale-leaseback of an office building, and a $1.7 million reduction in general & administrative expense due to the entry into a settlement agreements with Richard Wickett, our former Chairman of the Board from 2002 to February 2005, and Kathryn Wilson, our former Controller from 2004 to 2006.
(2) Net income includes $1.3 million recognized on the deferred gain on the sale-leaseback of an office building, and a $2.3 million increase in revenue due to the reversal of accrued reimbursement liabilities.
(3) Net income includes $2.8 million recognized on the sale-leaseback of an office building, $2.0 million in insurance proceeds, a $4.5 million increase in revenue due to the reversal of accrued reimbursement liabilities, primarily offset by $3.8 million in investigation related costs.
(4) Net income includes $14.2 million in investigation related costs, offset by a $1.6 million gain from recovered assets.
(5) Net income includes a $14.3 million gain from recovered assets, offset by a $3.6 million misappropriation loss and $5.4 million in investigation related costs.
(6) Over-billings to our government clients caused by the overstatement of our overhead rates as a consequence of the misappropriation loss and concealment entries and certain additional identified errors.

 

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Business Overview

We provide segment information on two reportable segments: Consulting Services and Construction Management.

We provide services to both private and public sector clients, with the public sector comprising approximately 78% of our revenue. As of September 30, 2009, our revenue backlog was approximately $728.3 million compared to $673.3 million as of September 30, 2008, representing 8.2% increase. Of the total backlog at September 30, 2009, $121.3 million is backlog from Peter Brown. Excluding Peter Brown’s backlog, our backlog decreased by 9.8% to $607.0 million at September 30, 2009 compared to September 30, 2008.

Business Environment

Fiscal 2009 was a year of unprecedented weakness in the economy due to the global financial crisis. We constantly monitor our business environment as we conduct our business each fiscal year. Fluctuating market conditions may increase or decrease the overall demand for our services. This section presents a brief overview for our consulting services reporting segment and construction management reporting segment.

We believe our business environment trends discussion is reasonable, based on available market information and should be balanced and considered with our discussion of Item 1A — Risk Factors.

Consulting Services Reporting Segment Business Environment

The American Recovery and Reinvestment Act of 2009

The American Recovery and Reinvestment Act of 2009, which we refer to as ARRA, and which was previously termed the Stimulus Act, provided for $787 billion in stimulus spending of which approximately $130 billion has been slated for construction. The transportation infrastructure sector has clearly been the lead market for ARRA with funding of $49.3 billion. The Federal Highway Administration apportioned $26.6 billion to states for projects. Environmental public works programs have been allocated $26.2 billion from the ARRA with $4 billion provided to the EPA clean water state revolving fund and $2 billion to the drinking water revolving fund.

Energy related projects are to be supported by $36.7 billion in spending and tax incentives from the ARRA. Modernizing the domestic electricity grid is allocated $11 billion. Production credits for renewable energy were extended through 2013. The overall buildings market has received a much smaller boost from the ARRA than the infrastructure market. The largest infusion has been the $5.6 billion going to the General Services Administration (GSA) which includes federal buildings. $6.6 billion is going to the Department of Defense for modernization of their buildings, while the Veterans Administration and the Department of Housing and Urban Development received $10.3 billion for family construction, upgrades, and public housing funds. We expect that the ARRA will continue to support increased investment in infrastructure domestically with several of the above markets creating multiple project opportunities.

Transportation Infrastructure

The need to modernize and upgrade the transportation infrastructure in the United States has been a source of continued business for us through the last ten years. Fueling the initial growth in this market was the Intermodal Surface Transportation Efficiency Act of 1991 and subsequent legislation, the Transportation Equity Act for the 21st Century, the Safe, Accountable, Flexible, Efficient Transportation Act: A Legacy for Users. The public is beginning to recognize the potential disasters that await should our nation’s acknowledged aging infrastructure not be addressed. Increasingly complex governmental regulations faced by our clients mean additional opportunities for consultants with specialized knowledge. Despite the need for improvements, federal

 

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funds have been stretched, which when combined with the rising costs of construction materials have created some sluggishness in our industry. In some cases states have increased fuel taxes to support growing transportation needs, and, in other states, there has been a movement toward privatization or toll-funded facilities. Given that we are a leading provider of toll services, this work has grown simultaneously with a retraction in traditional transportation services. Current indicators are that Senate leaders plan to pass an extension of the current authorization bill through March 2011, deferring a new bill until after the 2010 elections.

While we see sluggishness or retrenchment in traditional infrastructure services, we are seeing growth in innovative financing and delivery systems that, while not fully replacing the reduction in traditional services, is providing opportunities for firms like ours that provide a broad cross section of services to many different markets.

Water Supply and Water Resources

Another significant initiative impacting the business environment is the Water Resources Development Act which authorizes studies and projects within the Corps of Engineers’ mission areas including navigation, flood damage reduction, hurricane and storm damage reduction, shoreline protection, and environmental restoration. In addition, a number of water and wastewater projects have been authorized under the environmental infrastructure program of the Act.

In recent years, significant environmental laws at the federal, state and local levels have been enacted in response to public concern over the health of the nation’s air, water, and natural resources. Those laws and their implementation through regulation affect numerous industrial and governmental actions and form a key market driver for the services of our Environmental Services segment. Two federal environmental laws, The Safe Drinking Water Act of 1974 and the Clean Water Act of 1972, continue to drive this segment of our business. Pursuant to these laws, Congress has authorized significant monies to assist state and local governments. According to the EPA, as much as $19.5 billion a year will be needed for construction and upgrade of water and wastewater treatment facilities over the next 20 years.

Design and Federal

The federal business environment is projected to have moderate growth with a broad range of Department of Defense funding for military construction, operations & maintenance, the Base Realignment and Closure (BRAC) program and other support services. On the civil works front, the U.S. Army Corps of Engineers has a robust $5 billion program that includes significant opportunities in navigation, hurricane and flood protection, environmental stewardship, regulation of waterways and wetlands, disaster preparedness and response, recreation, hydropower, water supply and support to other organizations. Significant programs are in place and projected for the U.S. Environmental Protection Agency and the U.S. Department of Interior and its various agencies.

Some promising programs for the short-term domestic business environment include:

Energy and Water Development

The Energy and Water appropriations bill conference report appropriates $33.5 billion for a wide variety of programs for the Army Corps of Engineers, Bureau of Reclamation, and Department of Energy programs. While new electricity utility starts have been down, alternative energy projects and transmission line work may stabilize the electric utility market.

Department of Homeland Security

The proposed agreement provides for $42.7 billion for the Department of Homeland Security which includes significant funding for flood map modernization, national flood insurance fund, emergency operations centers, and pre-disaster mitigation programs.

 

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Construction Management Reporting Segment Business Environment

Some of the business environments of particular interest to our construction management segment include education (K-12), college and university, health care, churches, criminal justice and public safety, government, office and retail, historical renovation and specialty uses. While providing a range of preconstruction services, construction services, and post-construction services we closely follow the markets and trends that concern our business. We expect continued fluctuation in the overall construction industries. We expect trends in these markets to include:

 

   

Institutional and education markets are expected to have a variety of activity including a slight upswing for federal buildings with a growing amount of energy-efficiency upgrades as well as an increase for military buildings. Nationally, the education market may continue to experience an overall decline with pockets of positive activity on public and private college and universities. The ARRA funding has provided a stabilizing role in moderating some of the downturn that may have occurred for the institutional sector.

 

   

The healthcare market has experienced fluctuations over the past two years and may be heading toward a period of slight recovery. The down economy and limited financial lending have had a negative impact, deferring numerous capital expansion programs across the board at both private and public facilities. Coupled with the debate over healthcare reform at the national level, many administrators and facilities are taking a cautious posture regarding expansion and/or rehabilitation program. Health care may be a business environment that will show an increase by percentage growth, but the volume is expected to be lower compared to the recent past.

With consumer confidence and single family construction still at their lowest point in many years, we are carefully watching which markets will emerge the fastest and at what rate. We are consistently adjusting our business strategies accordingly.

Acquisitions

We completed a significant acquisition during fiscal 2009. For further details, see Acquisitions in Item 1.

Segment Results of Operations

During the three months ended March 31, 2009, due to the acquisition of Peter Brown, we modified our internal reporting process and the manner in which the business is managed and in turn, reassessed our segment reporting. Beginning with the quarter ended March 31, 2009, we commenced reporting in two reporting segments: Consulting Services and Construction Management.

The Consulting Services segment provides a variety of design and related consulting services. Such services include program management, construction management, planning, surveying, geographic information systems, environmental assessments, architectural and interior design, site assessment, and regulatory compliance.

Construction Management includes the operations of Peter Brown which provides construction management at risk services focusing primarily on building schools, jails, higher education facilities and institutional buildings. These services are typically provided using one of two delivery methods: Construction Management at Risk and Design-Build. Revenue from this segment is primarily derived from public sector clients including local government entities, universities, local school boards and state agencies.

We evaluate performance based on the operating income (loss) of the respective operating segment. The discussion that follows is a summary analysis of the primary changes in operating results by reportable segment for the years ended September 30, 2009, 2008 and 2007.

 

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We earn revenue for time spent on projects, as well as for certain direct and indirect costs of our projects. Cost of revenue is composed of project related salaries including overhead and fringe benefits, other direct costs and other indirect costs. Project related salaries including overhead and fringe benefits represent wages earned by our technical personnel as well as administrative and support personnel wages. Other direct costs are primarily composed of subcontractor costs and other direct non-payroll reimbursable charges including travel and travel related costs, blueprints, and equipment where we are responsible for procurement and management of such cost components on behalf of the our clients. Other indirect project-related costs are also included in cost of revenue. Gross profit represents the net effect of revenue less cost of revenue.

 

     Years Ended September 30,  
(Dollars in thousands)    2009     % of
Revenue
    2008     % of
Revenue
    2007     % of
Revenue
 

Consulting Services

        

Revenue

   $ 634,876      100.0   $ 605,973      100.0   $ 578,668      100.0

Cost of revenue

     550,094      86.6        525,055      86.6        486,289      84.0   
                              

Gross profit

     84,782      13.4        80,918      13.4        92,379      16.0   
                              

General and administrative costs

     —        0.0        —        0.0        —        0.0   
                              

Total costs and expenses

     —        0.0        —        0.0        —        0.0   
                              

Income from operations

   $ 84,782      13.4   $ 80,918      13.4   $ 92,379      16.0
                              

Construction Management

            

Revenue

   $ 140,587      100.0   $ —        0.0   $ —        0.0

Cost of revenue

     132,155      94.0        —        0.0        —        0.0   
                              

Gross profit

     8,432      6.0        —        0.0        —        0.0   
                              

General and administrative costs

     —        0.0        —        0.0        —        0.0   
                              

Total costs and expenses

     —        0.0        —        0.0        —        0.0   
                              

Income from operations

   $ 8,432      6.0   $ —        0.0   $ —        0.0
                              

Other

            

Revenue

   $ 23,125      100.0   $ 11,972      100.0   $ 2,797      100.0

Cost of revenue

     24,122      104.3        13,083      109.3        3,667      131.1   
                              

Gross loss

     (997   -4.3        (1,111   -9.3        (870   -31.1   
                              

General and administrative costs

     59,830      258.7        58,480      488.5        60,731      2,171.3   

Insurance proceeds and gain on recoveries

     —        0.0        —        0.0        (1,989   -71.1   

Investigation and related costs

     —        0.0        —        0.0        3,802      135.9   
                              

Total costs and expenses

     59,830      258.7        58,480      488.5        62,544      2,236.1   
                              

Loss from operations

   $ (60,827   -263.0   $ (59,591   -497.8   $ (63,414   -2,267.2
                              

 

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1. Results of Operations

The following table sets forth the percentage of revenue represented by the items in our consolidated statements of operations for the years ended September 30, 2009, 2008 and 2007:

 

     Years ended September 30,  
         2009             2008             2007      

Revenue

   100.0   100.0   100.0

Cost of revenue

   88.5      87.1      84.3   
                  

Gross profit

   11.5      12.9      15.7   
                  

Costs and expenses:

      

General and administrative expenses

   7.5      9.5      10.4   

Insurance proceeds and gain on recoveries, net of misappropriation loss

   —        —        (0.3

Investigation and related costs

   —        —        0.7   
                  

Total costs and expenses

   7.5      9.5      10.8   
                  

Income from operations

   4.0      3.4      4.9   
                  

Interest expense

   (0.1   (0.2   (0.3

Other, net

   —        —        —     

Loss on fixed interest rate swap

   (0.2   —        —     
                  

The following table presents a summary of our operating results for the years ended September 30, 2009, 2008 and 2007:

 

     Years ended September 30,  
     2009     2008     2007  
(Dollars in thousands, except per share amounts)                   

Revenue

   $ 798,588      $ 617,945      $ 581,465   

Cost of revenue

     706,371        538,138        489,956   
                        

Gross profit

     92,217        79,807        91,509   
                        

Costs and expenses:

      

General and administrative expenses

     59,830        58,480        60,731   

Insurance proceeds and gain on recoveries, net of misappropriation loss

     —          —          (1,989

Investigation and related costs

     —          —          3,802   
                        

Total costs and expenses

     59,830        58,480        62,544   
                        

Income from operations

     32,387        21,327        28,965   
                        

Interest expense

     (976     (987     (1,520

Other, net

     128        47        98   

Loss on fixed interest rate swap

     (1,361     —          —     
                        

Income before income taxes

     30,178        20,387        27,543   

Provision for income taxes

     6,560        4,915        8,445   
                        

Net income

   $ 23,618      $ 15,472      $ 19,098   
                        

 

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Results of Operations for the Year Ended September 30, 2009 Compared to Year Ended September 30, 2008

Revenue for the year ended September 30, 2009 was $798.6 million compared to $617.9 million in 2008, representing an increase of $180.6 million, or 29.2%. Of this increase, $140.6 million resulted from the Peter Brown acquisition. Excluding revenue from Peter Brown, revenue increased by $40.0 million in fiscal year 2009, or 6.5%, compared to fiscal year 2008. The increase in revenue was primarily attributable to the emergency management contracts with FEMA following Hurricane Ike. The increase in revenue provided by the FEMA contracts was slightly offset by the decline in demand for private land development engineering, surveying and planning services due to adverse economic conditions. Demand for services increased in the Southeast region of the U.S., with several US Army Corps of Engineers projects contributing significant revenue. We experienced a slight growth in demand for our environmental services.

Cost of revenue for the year ended September 30, 2009 was $706.4 million compared to $538.1 million in 2008, representing an increase of $168.2 million, or 31.3%. Of this increase, $132.2 million resulted from the Peter Brown acquisition. Excluding the cost of revenue resulting from Peter Brown, cost of revenue increased by $36.1 million, or 6.7% in fiscal year 2009 compared to fiscal year 2008. Cost of revenue, as a percentage of revenue, increased by 1.4% to 88.5% for the year ended September 30, 2009, compared to 2008. This increase resulted from the greater usage of subcontractors by Peter Brown. Excluding Peter Brown, cost of revenue as a percentage of revenue increased slightly by 0.2% to 87.3% in fiscal 2009 compared to fiscal 2008.

Gross profit for the year ended September 30, 2009 was $92.2 million compared to $79.8 million in 2008, representing an increase of $12.4 million, or 15.6%. Of this increase, $8.4 million resulted from the Peter Brown acquisition. Excluding the gross profit resulting from Peter Brown, gross profit increased by approximately $4.0 million or 5.0% in fiscal 2009 compared to fiscal 2008. Gross profit, as a percentage of revenue, decreased by 1.4% to 11.5% for the year ended September 30, 2009, compared to 2008. Excluding Peter Brown, gross profit as a percentage of revenue decreased slightly by 0.2% to 12.7% in fiscal 2009 compared to fiscal 2008.

General and administrative expenses for the year ended September 30, 2009 were $59.8 million compared to $58.5 million in 2008, representing an increase of $1.4 million, or 2.3%. Excluding the general and administrative expenses resulting from Peter Brown, general and administrative expenses decreased by $5.0 million or 8.5% in fiscal 2009 compared to fiscal 2008. The Peter Brown acquisition resulted in increased general and administrative costs of $6.3 million in fiscal 2009 compared to 2008, due in part from the amortization of intangible assets resulting from the acquisition of Peter Brown. This increase was partially offset by the reduction in general and administrative expenses due to cost control measures taken in fiscal year 2009.

Income from operations for the year ended September 30, 2009 was $32.4 million compared to $21.3 million in 2008, representing an increase of $11.1 million, or 51.9%. Of this increase, approximately $5.8 million resulted from the Peter Brown acquisition. Excluding the income from operations resulting from Peter Brown, income from operations increased by $5.2 million or 24.6% for the year ended September 30, 2009, compared to 2008.

Results of Operations for the Year Ended September 30, 2008 Compared to Year Ended September 30, 2007

Revenue for the year ended September 30, 2008 totaled $617.9 million compared to $581.5 million in 2007, representing an increase of $36.5 million, or 6.3%. This increase was due primarily to strong performance in surface transportation services in the Southeast region as well as success in the Central transportation market. Large wins from new and existing toll clients contributed significantly to growth during the year ended September 30, 2008. In addition, the increase resulted from expanding markets and client base in the West region, specifically Nevada and Colorado. California, which has been a challenging growth area in the past, showed improvement in 2008. Although demand for our traditional private land development engineering, planning and surveying services weakened substantially in fiscal 2008 due to declining market conditions, the resultant reduction in fees was offset by strong growth in our Federal practice area attributable to additional assignments with the USACE in the East Region. Finally, revenue increased from a large contract with Mississippi Emergency Management Agency, or MEMA.

 

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Cost of revenue for the year ended September 30, 2008 was $538.1 million compared to $490.0 million in 2007, representing an increase of $48.2 million, or 9.8%. Cost of revenue, as a percentage of revenue, increased by 2.8% to 87.1% for the year ended September 30, 2008, compared to 2007. The increase in cost of revenue resulted primarily from greater utilization of subcontractors in connection with MEMA, FEMA and Department of Defense contracts. The increase was partially offset by decreasing subcontractor costs in connection with the winding down of the New Mexico FEMA contracts.

Gross profit for the year ended September 30, 2008 was $79.8 million compared to $91.5 million in 2007, representing a decrease of $11.7 million, or 12.8%. Gross profit, as a percentage of revenue, decreased by 2.9% to 12.9% for the year ended September 30, 2008, compared to 2007. The decrease in gross profit resulted from the increase in the cost of revenue from greater usage of subcontractors on several large projects, as discussed previously. Additionally, the softening of several of our markets, including in environmental services, resulted in lower utilization of technical staff in fiscal 2008 and a decrease in gross profit as a percentage of revenue.

General and administrative expenses for the year ended September 30, 2008 were $58.5 million compared to $60.7 million in 2007, representing a decrease of $2.3 million, or 3.7%. The decrease resulted from the reduction of bonus expense in fiscal 2008 of $4.4 million compared to fiscal 2007. The decrease was partially offset by the impact of the $2.8 million gain on sale-leaseback of the Doral building recognized in fiscal 2007.

In fiscal 2008 the Company did not incur costs in connection with the investigation of the misappropriation, compared to $3.8 million incurred in fiscal 2007, which was partially offset by fiduciary and crime liability insurance proceeds of $2.0 million.

Income from operations for the year ended September 30, 2008 was $21.3 million compared to $29.0 million in 2007, representing a decrease of $7.6 million, or 26.4%. The decrease in income from operations resulted partially from increased cost of revenue, as discussed previously. Additionally, softening market conditions, particularly in the private sector, resulted in lower labor utilization and lower gross profit and income from operations in fiscal 2008 compared to fiscal 2007.

2. Segment Results of Operations

Year Ended September 30, 2009 Compared to Year Ended September 30, 2008

Consulting Services

 

     Years Ended September 30,  
     2009    2008    $ Change    % Change  
(dollars in thousands)                      

Revenue

   $ 634,876    $ 605,973    $ 28,903    4.8

Cost of revenue

     550,094      525,055      25,039    4.8
                       

Gross profit

   $ 84,782    $ 80,918    $ 3,864    4.8
                       

The following table presents the percentage relationship of certain items to revenue:

 

       Years Ended September 30,  
             2009                 2008        

Revenue

     100.0   100.0

Cost of revenue

     86.6      86.6   
              

Gross profit

     13.4   13.4
              

Revenue for our Consulting Services segment for the year ended September 30, 2009 increased by $28.9 million, or 4.8%, to $634.9 million as compared to $606.0 million in 2008. The increase in revenue was primarily

 

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attributable to the disaster response contracts with FEMA in the Gulf Coast region following Hurricane Ike, which contributed approximately $30.3 million in revenue in fiscal 2009. We continued to see strong demand for our transportation design services in the Central region of the United States with the Texas Department of Transportation. In addition, several environmental services and architecture projects with the USACE in Galveston, Texas and Savannah, Georgia, served to partially offset declines in revenue that resulted from the severe economic downturn that began in the second half of 2008 and has continued through 2009.

Cost of revenue from our Consulting Services segment for the year ended September 30, 2009 increased by $25.0 million, or 4.8%, to $550.1 million as compared to $525.1 million in 2008. Cost of revenue as a percentage of revenue remained flat at 86.6% for the year ended September 30, 2009 compared to 2008. The utilization of subconsultants as well as the utilization of our technical staff in fiscal 2009 remained consistent with that of fiscal 2008.

Gross profit from our Consulting Services segment for the year ended September 30, 2009 increased by $3.9 million, or 4.8%, to $84.8 million as compared to $80.9 million in 2008. Gross profit as a percentage of revenue remained flat at 13.4% for the year ended September 30, 2009, compared to fiscal 2008, for the reasons discussed previously.

Construction Management

 

     Years Ended September 30,
     2009 (1)    2008    $ Change    % Change
(dollars in thousands)                    

Revenue

   $ 140,587    $ —      $ 140,587    N/A

Cost of revenue

     132,155      —        132,155    N/A
                       

Gross profit

   $ 8,432    $ —      $ 8,432    N/A
                       

 

(1) Includes results of operation of Peter Brown starting on January 1, 2009.

The following table presents the percentage relationship of certain items to revenue:

 

     Years Ended September 30,  
           2009                 2008        

Revenue

   100.0   —  

Cost of revenue

   94.0      —     
            

Gross profit

   6.0   —  
            

Revenue from our Construction Management segment for the year ended September 30, 2009, was $140.6 million.

Revenues from our Construction Management segment are generated primarily from the public sector, which comprises 92.5% of the total Construction Management revenue. Within the public sector, revenues are generated from several sources, including local government entities colleges and universities, local school boards and state government Revenues are derived principally from two major delivery methods: construction management and design build.

The revenue from our Construction Management segment was primarily provided by several public sector projects, including the University of South Florida Dorm project, Polk County Jail, Liberty County Florida K-8 School, and the Lowndes County (GA) Jail expansion. Additionally, we performed work for other clients including the State of Florida, St. Petersburg College, Florida State University, and the Brevard, Hillsborough, and Pinellas County School Boards.

 

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Cost of revenue from our Construction Management segment for the year ended September 30, 2009 was $132.2 million. Cost of revenue as a percentage of revenue was 94.0% for the year ended September 30, 2009. The total cost of revenue is made up of direct labor, materials, subcontracted work and field overhead. As a percentage of cost of revenue, over 80.8% of the total construction costs relate to the subcontracted work with labor expending 4.2%, materials 5.8% and overhead 3.1%.

Gross profit for our Construction Management segment for the year ended September 30, 2009 was $8.4 million. Gross profit, as a percentage of revenue, was 6.0% for the year ended September 30, 2009.

Year Ended September 30, 2008 Compared to Year Ended September 30, 2007

Consulting Services

 

     Years Ended September 30,  
     2008    2007    $ Change     % Change  
(dollars in thousands)                       

Revenue

   $ 605,973    $ 578,668    $ 27,305      4.7

Cost of revenue

     525,055      486,289      38,766      8.0
                        

Gross profit (loss)

   $ 80,918    $ 92,379    $ (11,461   (12.4 )% 
                        

The following table presents the percentage relationship of certain items to revenue:

 

     Years Ended September 30,  
           2008                 2007        

Revenue

   100.0   100.0

Cost of revenue

   86.6      84.0   
            

Gross profit

   13.4   16.0
            

Revenue from our Consulting Services segment for the year ended September 30, 2008 increased by $27.3 million, or 4.7%, to $606.0 million as compared to $578.7 million in 2007. This increase is primarily attributable to several large contracts related to transportation design and architecture. Emergency management projects with FEMA and MEMA that commenced during the first quarter of fiscal 2008 related to emergency management contributed significantly to the growth in 2008. We also experienced increased demand for our transportation design services with several large surface transportation contracts in the Central region. The increases in demand in these areas offset the impact of the weakening economy and the resulting decline in demand for other services like private land development, engineering, and planning.

Cost of revenue from our Consulting Services segment for the year ended September 30, 2008 increased by $38.8 million, or 8.0%, to $525.1 million as compared to $486.3 million in 2007. Cost of revenue as a percentage of revenue increased by 2.6% to 86.6% for the year ended September 30, 2008 compared to 2007. The increase in cost of revenue was primarily driven by the emergency management contracts discussed previously. We utilized subcontractors for much of the work in connection with these projects. The resulting increase in cost of revenue associated with these projects also drove the increase in the cost of revenue as a percentage of revenue for fiscal 2008 as compared to 2007.

Gross profit from our Consulting Services segment for the year ended September 30, 2008 decreased by $11.5 million, or 12.4%, to $80.9 million as compared to $92.4 million in 2007. Gross profit as a percentage of revenue decreased by 2.6% to 13.4% for the year ended September 30, 2008, as compared to 2007. Gross profit decreased in fiscal 2008 as a result of the increase in projects for which much of the work was subcontracted to others, as discussed previously.

 

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Income Taxes

The income tax provision was $6.6 million and $4.9 million, or an effective tax rate of 21.7% and 24.1%, for the years ended September 30, 2009 and 2008, respectively. The reduction in the effective tax rate in fiscal year 2009 as compared to year 2008 was due primarily to the reversal of a portion of the tax contingency accrual as a result of the expiration of related statutes of limitations.

Our effective tax rate is based on income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions. We establish reserves when, despite our belief that the tax return positions are fully supportable, we believe that certain positions, if challenged, will likely be resolved unfavorably to us. These reserves are adjusted in light of changing facts and circumstances, such as the progress of a tax audit or current developments in tax law. Our annual tax rate includes the impact of reserve provisions and changes to reserves. While it is often difficult to predict the final outcome or the timing of resolution of any particular matter, we believe that our reserves reflect the probable outcome of known tax contingencies. Resolution of the tax contingencies would be recognized as an increase or decrease to our tax rate in the period of resolution.

During the years ended September 30, 2009 and 2008, the Federal statute of limitations expired on returns for years ended September 30, 2005 and 2004. The Company is no longer subject to U.S. Federal examination for these years. As a result, the Company reduced its tax contingency accrual by $6.8 million and $3.0 million, respectively. As a result of the implementation of FIN 48, we increased our tax accrual by $2.7 million. In addition, for the year ended September 30, 2009, we increased our tax contingency accrual by $6.4 million which included $6.2 million for which no tax benefit has been recognized. The net changes in the tax contingency accrual recorded in the tax provision reduced our effective tax rate by 20.6% and 11.6% for the years ended September 30, 2009 and 2008, respectively. We have recorded a tax contingency accrual of $13.8 million and $17.6 million as of September 30, 2009 and 2008, respectively related primarily to research and development tax credits taken on our tax returns. The tax contingency accruals are presented in the accompanying consolidated balance sheets within other liabilities.

On February 21, 2008, the Company filed an application with the Internal Revenue Service to change its overall method of tax reporting from the cash method to the accrual method, effective with the tax year ending September 30, 2008. The effect of this change is to increase the estimated current taxable income by approximately $72.3 million on a pro rata basis over the next four years. This method change had no impact on the Company’s overall provision for income taxes. As of September 30, 2009, the liability for the first year of the method change has been paid. The liability for the second year of the method change is included as a component of accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of September 30, 2009. The liability for the third year of the method change is included as a component of the current deferred tax liability and for the fourth year of the method change, included as a component of the non-current deferred income tax asset, in the accompanying consolidated balance sheet as of September 30, 2009.

As of September 30, 2008, the liability for the first year of the method change is included as a component in accounts payable and accrued expenses in the accompanying consolidated balance sheet. The liability for the second year of the method change is included in the current deferred tax asset and the liability for the third and fourth years of the method change are included in non-current deferred income tax liability, in the accompanying consolidated balance sheet as of September 30, 2008.

The income tax provision was $4.9 million and $8.4 million, or an effective tax rate of 24.1% and 30.7%, for the years ended September 30, 2008 and 2007, respectively. The reduction in the effective tax rate in fiscal year 2008 as compared to fiscal year 2007 was due primarily to the reversal of a portion of the tax contingency accrual and a decrease in the effective state income tax rate.

During the years ended September 30, 2008 and 2007, the Federal statute of limitations expired on returns for years ended September 30, 2004 and 2003. The Company is no longer subject to U.S. Federal examination for these years. As a result, the Company reduced its tax contingency accrual by $3.0 million and $3.2 million,

 

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respectively. This decreased the Company’s effective tax rate by 11.6% and 5.3%, respectively. We have recorded a tax contingency accrual of $17.6 million and $11.0 million as of September 30, 2008 and 2007, respectively related primarily to research and development tax credits taken on our tax returns. The tax contingency accruals are presented in the accompanying consolidated balance sheets within accrued expenses and other liabilities.

For the past several years, we have generated research and development tax credits related to certain qualifying costs. The qualifying costs relate primarily to our project costs that we believe involve technical uncertainty. These research and development costs were incurred in the course of providing services generally under long-term client projects. As of September 30, 2008 and 2007, respectively, we had unused credit carryforwards of $6.8 million and $8.7 million, which were fully reserved. If not utilized, the tax credit carry forwards will expire beginning 2025 through 2027.

Liquidity and Capital Resources

During the fiscal year ended September 30, 2009, our primary sources of liquidity were cash flows from operations, proceeds from the refinancing of a mortgage and proceeds from the sale of stock. During the fiscal year ended September 30, 2008, our primary sources of liquidity were cash flows from operations, borrowings under our credit line, and proceeds from the sale of stock.

Our primary uses of cash have been to fund our working capital and capital expenditure needs, fund acquisitions, service our debt obligations, and fund the redemption of shares of our Class A common stock during the year. Based on our past experience, we have been able to generate sufficient cash flows from operations and cash flows available under our credit facility to fund our operating and capital expenditure requirements, as well as to service our debt obligations, including our stock redemptions. We believe that we can generate sufficient cash flows from operations and cash flows available under our credit facility to fund our operating and capital expenditure requirements, as well as to service our debt obligations, for fiscal year 2010. In the event we experience a significant adverse change in our business operations or higher than expected stock redemptions, we would likely need to secure additional sources of financing, and we may not be able to obtain additional sources of funding at reasonable rates and terms or at all.

Cash Flows from Operating Activities

Net cash provided by operating activities totaled $45.7 million in fiscal year 2009 as compared to $27.7 million in fiscal year 2008. The increase in net cash provided by operating activities in fiscal year 2009 from fiscal year 2008 was primarily due to a decrease in accounts receivable of $7.2 million during fiscal 2009, (excluding accounts receivable of $15.1 million acquired from Peter Brown) compared to an increase in accounts receivable of $20.0 million in fiscal 2008. The increase in net cash provided by operating activities was also affected by an increase in the provision for deferred income taxes from fiscal 2008 to fiscal 2009 of $15.3 million. The increase in net cash provided by operating activities was partly offset by a smaller increase in accounts payable in fiscal 2009 compared to the increase in fiscal 2008, and a decrease in other liabilities in fiscal 2009 compared to an increase in fiscal 2008 due to a large increase in tax contingency reserves in fiscal 2008.

Net cash provided by operating activities totaled $27.7 million in fiscal year 2008 as compared to $4.9 million in fiscal year 2007. The increase in net cash provided by operating activities in fiscal year 2008 from fiscal year 2007 was primarily due to a decrease in payments to clients related to the accrued reimbursement liability which reflects payments made to clients in fiscal year 2007 for the overstatement of overhead rates, an increase in accounts payable, partially due to a book overdraft of $5.5 million at September 30, 2008, an increase in other liabilities primarily attributable to an increase tax contingency reserves, and a slight decrease in unbilled fees during fiscal year 2008 due to a push in billings at fiscal year end compared to a large increase in fiscal 2007. The increase in net cash provided by operating activities was partly offset by an increase in accounts receivable.

 

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Our operating cash flows are heavily influenced by changes in the levels of accounts receivable, unbilled fees and billings in excess of cost. Unbilled fees are created when we recognize revenue. The unbilled fees are normally invoiced the month after the revenue is recognized unless there are contractual provisions which dictate the timing of billing. Unbilled fees which are not invoiced the month following revenue are normally invoiced within the following two months. These account balances as well as days sales outstanding, or DSO, in account receivable and unbilled fees, net of billings in excess of cost, can vary based on contract terms and contractual milestones and the timing and size of cash receipts. DSO decreased to 87 days for the fiscal year ended September 30, 2009, from 103 days for the fiscal year ended September 30, 2008. We calculate DSO by dividing accounts receivable, net and unbilled fees less billings in excess of cost by average daily gross revenue for the applicable period. The decrease in DSO was driven by an increase in the average daily gross revenue and decrease in accounts receivable described below.

Accounts receivable, net increased 5.2% to $107.8 million at September 30, 2009 from $102.5 million at September 30, 2008. This increase was driven primarily by the acquisition of Peter Brown which accounts for $16.6 million of accounts receivable at September 30, 2009. Excluding the effect of the accounts receivable acquired in the acquisition, accounts receivable, net at September 30, 2009 decreased by $9.7 million or 9.5% from the balance at September 30, 2008. This decrease was primarily due to the recovery of delays in billings and collections throughout fiscal 2008 due to the implementation of the ERP system and an increase in the allowance for doubtful accounts. The allowance for doubtful accounts increased by 86.4% to $3.6 million, or 3.4% of accounts receivable, at September 30, 2009, from $1.9 million, or 1.9% of accounts receivable, at September 30, 2008. Overall the aging of accounts receivable at September 30, 2009 has remained comparable to the aging of accounts receivable at September 30, 2008 as the increase in account receivable is primarily in current balances. The increase in the allowance for doubtful accounts relates to the deterioration in the financial condition of several of our real estate development clients. We continuously monitor collection efforts and assess the allowance of doubtful accounts. Based on this assessment at September 30, 2009, we have deemed our allowance for doubtful accounts to be adequate.

Unbilled fees, net increased by $9.3 million or 12.1% to $86.0 million at September 30, 2009 from $76.7 million at September 30, 2008. This increase was driven primarily by the acquisition of Peter Brown which accounts for $11.5 million of unbilled fees at September 30, 2009. Excluding the effect of the unbilled fees acquired in the Peter Brown acquisition, unbilled fees decreased by 2.8% to $74.6 million at September 30, 2009 from $76.7 million at September 30, 2008. Historically, unbilled fees are primarily related to work performed in the last month of the fiscal period. Billings usually occur in the month after we recognize the revenue in accordance with the specific contractual provisions. Also included in unbilled fees is unbilled retainage which is $15.0 million at September 30, 2009. Unbilled retainage on projects will be billed at the completion of the project. Approximately 71% of the unbilled fees, net of unbilled retainage at September 30, 2009 was billed as of November 30, 2009. The majority of the remainder is expected to be billed within the next two months.

Cash Flows from Investing Activities

During fiscal year 2009, net cash used in investing activities was $17.5 million, which resulted primarily from the purchases of property and equipment of $8.3 million, the acquisition of Peter Brown for $5.7 million in cash, and net purchases and sales of marketable securities of $3.2 million. Purchases of property and equipment principally consist of purchases of survey equipment, computer systems, software applications, furniture and equipment and leasehold improvements.

During fiscal year 2008, net cash used in investing activities was $12.8 million, which resulted primarily from the purchases of property and equipment of $10.4 million and the acquisition of EcoScience for $2.0 million in cash.

In fiscal year 2009, we completed one acquisition. On December 31, 2008, we acquired 100% of the issued and outstanding shares of capital stock of Peter R. Brown Construction, Inc., for an aggregate purchase price of

 

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$16.0 million, composed of $12.0 million in cash, or $1.6 million net of cash acquired, and 137,741 shares of the Company’s Class A common stock valued at $4.0 million. We also paid the sellers an additional $3.7 million in cash related to the acquisition in the third quarter of fiscal 2009.

In fiscal year 2008, we completed one acquisition. On February 29, 2008, we acquired 100% of the stock of EcoScience for $2.25 million, composed of $2.0 million in cash, 6,750 shares of our Class A common stock valued at approximately $200,000 and $50,000 held in escrow.

During fiscal year 2010, we anticipate our capital expenditures to be approximately $10.0 million, primarily for the acquisition of property and equipment.

Cash Flows from Financing Activities

Net cash used in financing activities for fiscal year 2009 was $10.0 million, as compared to $19.3 million in fiscal year 2008. The $9.3 million decrease in net cash used in financing activities in fiscal year 2009 from fiscal year 2008 is primarily attributable to a decrease in the payments for the repurchase of Class A common stock from employees of $11.9 million and net proceeds of $7.1 million from the refinancing of a mortgage. The decrease was partially offset by a reduction in the amount of net borrowings under our line of credit of $13.2 million.

Net cash used in financing activities for fiscal year 2008 was $19.3 million, as compared to $6.8 million in fiscal year 2007. The increase in net cash used in financing activities in fiscal year 2008 from fiscal year 2007 is primarily attributable to an increase in the payments for the repurchase of Class A common stock from employees of $25.0 million, partly offset by an increase in proceeds from sale of Class A common stock of $2.1 million and an increase in net borrowings under the line of credit of $7.8 million.

Pursuant to the terms of our credit agreement, we cannot declare or pay dividends in excess of 50% of our net income. We have not previously paid cash dividends on our Class A common stock and have no present intention of paying cash dividends on our Class A common stock in the foreseeable future, as we expect to retain all earnings for investment in our business.

Capital Resources

We have a $60 million line of credit agreement with Bank of America, N.A., with a maturity date of October 31, 2011. The line of credit agreement provides for the issuance of letters of credit which credit reduce the maximum amount available for borrowing. As of September 30, 2009 and 2008, we had letters of credit totaling $4.4 million and $4.7 million, respectively. Included in the 2009 letters of credits is a $3.6 million letter of credit relating to a bank guarantee to a client in Doha, Qatar. Included in the 2008 letters of credit was a $3.5 million relating to bond insurance for PBSJ Constructors, Inc. and $582,000 to guarantee insurance payments. No amounts have been drawn on these letters of credit. The maximum amount available for borrowing under the line of credit was $55.6 million and $48.7 million as of September 30, 2009 and 2008, respectively.

As of September 30, 2009 and 2008, we had $0 and $6.6 million, respectively, outstanding under the line of credit. The maximum amount borrowed under our line of credit was $26.1 million and $36.3 million during fiscal year 2009 and 2008, respectively. Although our most significant source of cash has historically been generated from operations, in the event that cash flows from operations are insufficient to cover our working capital needs, we access our revolving line of credit facility.

The interest rate (0.75% and 3.53% at September 30, 2009 and 2008, respectively) ranges from LIBOR plus 50 basis points (currently in use) or Prime minus 125 basis points if our funded debt coverage ratio is less than 2.5. The range increases to LIBOR plus 75 basis points to Prime minus 100 basis points if our funded debt coverage ratio is between 2.5 to 3.0. The line of credit contains clauses requiring the maintenance of various

 

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covenants and financial ratios including a minimum coverage ratio of certain fixed charges, and a minimum leverage ratio of earnings before interest, taxes, depreciation, and amortization to funded debt. We were in compliance with all financial covenants under the line of credit as of September 30, 2009. The line of credit is collateralized by substantially all of our assets.

On March 19, 2001, we entered into a mortgage note with an original principal amount of $9.0 million due in monthly installments starting on April 16, 2001, with interest. Interest on the mortgage was one month LIBOR plus the floating rate margin of not less than 65 basis points and not greater than 90 basis points. A balloon payment was due on the mortgage on March 16, 2011. The effective interest rate on the mortgage note was 3.40% for the fiscal year ended September 30, 2008. We were in compliance with all financial covenants and ratios as of September 30, 2008. The mortgage note was collateralized by our office building located in Orlando, Florida.

In October 2008, we refinanced the mortgage note with a new seven year mortgage note in the amount of $13.6 million due in monthly installments, including interest, over a twenty year amortization period with a balloon payment due on November 1, 2015. The interest rate on the mortgage note is based on LIBOR plus 2.27% per annum. In order to minimize the adverse impact of floating interest rate risks, we also entered into an interest rate swap agreement, which we refer to as the Swap. The Swap effectively converts the floating interest rate on the mortgage note to a fixed rate of 6.2%. The new mortgage note includes the same financial covenants as the line of credit. The mortgage note is secured by our office building located in Orlando, Florida. We were in compliance with all financial covenants and ratios as of September 30, 2009.

Some of our contracts require us to provide performance and payment bonds, which are obtained from a surety company. The surety company in turn requires that we and all of our subsidiaries enter into indemnity agreements, which provide that if we or any of our subsidiaries were unable to meet our contractual obligations to a customer and the surety paid our customer the amount due under the bond, the surety can seek indemnification for such amounts from us or any of our subsidiaries. In connection with the acquisition of Peter Brown, we entered into a General Agreement of Indemnity for Contractors with Safeco Insurance Companies also referred to as Safeco, which requires us and our subsidiaries to indemnify Safeco for any amounts paid by the surety. In addition, on December 31, 2008, we entered into a Rider to the General Agreement of Indemnity, dated October 11, 2007 between us and our subsidiaries and Continental Casualty Company and several of its affiliates (CNA Surety) to add Peter Brown as a party to the agreement. Pursuant to the General Agreement of Indemnity, as amended by the Rider, we and all of our subsidiaries, including Peter Brown, are required to indemnify CNA Surety in connection with any amounts paid by the surety to our or any of our subsidiaries’ customers. The two surety companies are jointly liable for any claims.

At September 30, 2009, the cost to complete on our $297.4 million of outstanding bid, performance and payment bonds was $177.6 million. The foregoing description of the surety programs is not complete and is qualified in its entirety by reference to the full text of the programs, which was filed as Exhibits 10.15, 10.16 and 10.17, respectively, to the December 31, 2008 Quarterly Report on Form 10-Q and are incorporated herein by reference

Our capital expenditures are generally for purchases of property and equipment. We spent $8.3 million, $10.4 million, and $10.3 million on such expenditures in fiscal years 2009, 2008, and 2007, respectively. Our capital expenditures primarily consist of computer systems, software applications, furniture and equipment and leasehold improvement purchases.

We carry insurance to cover fiduciary and crime liability. These policies are renewed on an annual basis and were in effect for the periods in which funds were misappropriated from the Company. We filed a claim under the annual crime policy for the period ending in April 2005, which we refer to as the 2005 Policy, to recover some of the misappropriation losses which resulted from the embezzlement. In January 2007, we received $2.0 million, the stated limit under the 2005 Policy. The insurance proceeds were recognized in insurance proceeds and gain on recoveries, net of misappropriation loss in the accompanying consolidated statement of operations for the year ended September 30, 2007.

 

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Our bylaws provide that our Board of Directors shall establish a stock offering window at least once per year. The stock window allows full time and part time regular employees and outside directors to purchase shares of Class A common stock and existing shareholders to offer shares of Class A common stock for sale to the Company. Shares may be purchased by employees with funds set aside prior to the window through the PBSJ Corporation 2008 Employee Payroll Stock Purchase Plan, or ESPP, at 90% of fair value. Under our bylaws, we have the right of first refusal to purchase any shares offered to be sold by existing shareholders. If we decline to purchase the offered shares, they are offered to the Employee Profit Sharing and Stock Ownership Plan and Trust and then to our shareholders.

During the second quarter of fiscal year 2009, we opened the stock window for the purchase and/or redemption of shares by eligible employees and outside directors. During the stock window, we sold 63,179 shares for an aggregate consideration of $1.8 million, 17,444 shares were purchased through the ESPP at a discounted price of $26.14 and the remaining shares were purchased at $29.04. During fiscal 2009 we also issued 138,022 shares of stock for $4.0 million, in lieu of cash payment, for a portion of the matching contribution to the 401(k) plan for calendar year 2008. Also during the window we repurchased 375,002 shares of our Class A common stock for $10.9 million.

Additionally, during the fiscal 2009, we repurchased 376,786 shares of our Class A common stock for an aggregate amount of $13.5 million. At September 30, 2009, the outstanding balance owed for redemptions was $12.7 million and is included in stock redemptions payable in the accompanying consolidated balance sheet. This balance was fully paid in November 2009.

During the second quarter of fiscal year 2008, we opened the stock window for the purchase and/or redemption of shares by eligible employees and outside directors at a price of $29.68. Purchasers of shares were given several options for payment, including payroll deductions, balloon payments, upfront cash or some combination thereof. The last payroll deduction was on November 28, 2008 and shares issued in consideration of other promises to pay were required to be paid by December 5, 2008. At September 30, 2008, the outstanding balance due to us on the shares sold was $1.5 million and is included in other current assets in the accompanying consolidated balance sheet. During the first quarter of fiscal 2009, $1.2 million of the outstanding balance due to us on the shares sold was collected and the remaining unpaid balance expired resulting in the cancellation of 10,828 shares.

During fiscal year 2008, we agreed to redeem 1.4 million shares held by employees who wished to redeem their shares in the fiscal year 2008 stock window or employees who terminated employment prior to September 30, 2008, for an aggregate amount of $38.5 million. As a result, we paid $29.0 million in cash during the year, and recorded a liability of $7.5 million and a promissory note of $2.0 million, reflected in stock redemption payable and other liabilities, respectively, in the accompanying consolidated balance sheet as of September 30, 2008. During the first quarter of fiscal 2009, we paid all but $2.1 million of the stock redemption payable at September 30, 2008 and converted $2.1 million of the redemptions payable into a note. At September 30, 2009, the balance of the note was $1.8 million and is reflected in other liabilities in the accompanying consolidated balance sheet.

We expect to open a stock window in the second fiscal quarter of 2010.

We believe that our existing financial resources, together with our cash flow from operations and availability under our line of credit, will provide sufficient capital to fund our operations for fiscal year 2010.

Inflation

The rate of inflation has not had a material impact on our operations. Moreover, if inflation remains at its recent levels, it is not expected to have a material impact on our operations for the foreseeable future.

 

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements other than operating leases for most of our office facilities and certain equipment and letters of credit. Minimum operating lease obligations payable in future years are presented below in Contractual Obligations. The letters of credit reduce the maximum amount available for borrowing. As of September 30, 2009 and 2008, we had letters of credit totaling $4.4 million and $4.7 million, respectively. Included in the 2009 letters of credit is a $3.6 million letter of credit relating to a bank guarantee to a client Doha, Qatar. Included in the 2008 letters of credit was a $3.5 million relating to bond insurance for PBSJ Constructors, Inc and $582,000 to guarantee insurance payment. No amounts have been drawn on these letters of credit. The maximum amount available for borrowing under the line of credit was $55.6 million and $48.7 million as of September 30, 2009 and 2008, respectively.

Related Party Transactions

See Note 19 to the Consolidated Financial Statements in Item 8 for a description of our related party transactions

Recent Accounting Pronouncements

See Note 1 to the Consolidated Financial Statements in Item 8 for a description of recent accounting pronouncements including the expected dates of adoption and effects on our results of operations and financial condition.

Critical Accounting Policies

In the ordinary course of business we make a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe the following discussion addresses our most critical accounting policies. These policies require management to exercise judgments that are often difficult, subjective and complex due to the necessity of estimating the effect of matters that are inherently uncertain.

Revenue Recognition

We recognize revenue from different types of services under a variety of different types of contracts. In recognizing revenue, we evaluate each contractual arrangement to determine the applicable authoritative accounting methodology to apply to each contract.

In the course of providing services, we principally use four types of contracts: Cost-plus contracts, Time and Materials contracts, Fixed Price contracts and Guaranteed Maximum Price Contracts.

Cost-plus Contracts. We recognize revenue from cost-plus contracts at the time services are performed. The amount of revenue is based on its actual labor costs incurred plus a recovery of indirect costs and a profit component. In negotiating cost-plus contracts, the Company estimates direct labor costs and indirect costs and then adds a profit component, which is a percentage of total recoverable costs, to arrive at a total dollar value for the contract. Indirect expenses are recorded as incurred and are allocated to contracts. If the actual labor costs incurred are less than estimated, the revenues from a project will be less than estimated. If the actual labor costs incurred plus a recovery of indirect costs and profit exceed the initial negotiated total contract amount, the Company must obtain a contract modification to receive payment for such overage. If a contract modification or change order is not approved by the client, the Company may be able to pursue a claim to receive payment. Revenue from claims are recognized when collected.

 

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Time and Materials Contracts. We recognize revenues from Time and Materials contracts at the time services are performed. The amount of revenue recognized is based on the actual number of hours we spend on the projects, multiplied by contractual rates or multipliers. In addition, our clients reimburse us for our actual out-of-pocket costs of materials and other direct reimbursable expenses that we incur in connection with our performance under these contracts.

Fixed Price Contracts and Guaranteed Maximum Price Contracts. We recognize revenues from fixed price contracts and guaranteed maximum price contracts based on the percentage of completion method where fees are recognized based on the estimate of the physical percent of completion of the work performed or based on the percentage of cost incurred to total cost expected to be incurred, depending on the type of contract. Percentage-of-completion accounting relies on the use of significant estimates in the process of determining income earned. The cumulative impact of revisions to estimates is reflected in the period in which these changes become known. Actual results could differ materially from those estimates, which may result in a reduction or reversal of previously recorded revenue and profit. At the time a loss on a contract becomes known, we record the entire amount of the estimated loss.

Change orders that result from modification of an original contract are taken into consideration for revenue recognition when they result in a change of total contract value and are approved by our clients. Revenues relating to unapproved change orders are recognized when collected.

The Company’s federal government contracts are subject to the Federal Acquisition Regulations, or FAR. These regulations are partially incorporated into many local and state agency contracts. The FAR limits the recovery of certain specified indirect costs on contracts subject to such regulations. In accordance with industry practice, most of our federal government contracts are subject to termination at the discretion of the client. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the termination date.

Contracts that fall under the FAR are subject to audit by the government, primarily the Defense Contract Audit Agency, or DCAA, which reviews our overhead rates, operating systems and costs proposals. As a result of its audits, the DCAA may disallow costs if it determines that we have incorrectly or improperly accounted for such costs in a manner inconsistent with generally accepted government accounting standards.

Stock Valuation

The value of the Company’s stock is required to be determined by a formal valuation analysis performed by one or more outside, independent appraisal firms at least annually. The stock price established based on the appraisers’ valuation reports is utilized for the PBSJ Employee Profit Sharing and Stock Ownership Plan and Trust or the Trust/ESOP administration purposes and to set the price for direct employee-shareholder purchases, sales and redemptions.

The Company’s current policy is to utilize three independent appraisers to provide valuation reports. The two valuations that are closest in value are averaged to produce the stock price, with each receiving a 50% weight. The remaining valuation, designated the “outlier,” is excluded from the value calculation. The Audit Committee of the Board of Directors selects the appraisers each year to ensure they are independent and qualified. For the March 31, 2009 and the September 30, 2008 valuations, the two valuations that the Company used were prepared by Willamette Management Associates and Sheldrick, McGehee & Kohler, LLC.

Consistent with generally accepted valuation methodology, the appraisers utilize the following methods:

 

  i) income approach (discounted cash flow method);

 

  ii) the market approach (guideline public company method and guideline transaction method); and

 

  iii) analyses of the Company’s financial statements, interviews with key managers, and external data including comparable merger/acquisition transactions and national and regional economic reviews.

 

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While the internal data utilized by the appraisers is factual and consistent, their valuation reports reflect their professional judgment and are based on many material assumptions regarding future business trends and market conditions.

The Valuation Committee reviews the valuation reports including assumptions used on behalf of both the Company and the Trust/ESOP and makes a recommendation to both the Trust/ESOP Committee and the Board of Directors whether the indicated stock price should or should not be accepted. The Trust/ESOP Committee has the opportunity to review the valuation recommendation and make comments before the valuation is accepted.

The stock prices determined by the March 31, 2009 and September 30, 2008 valuations were $36.16 and $29.04, respectively. During the first quarter of fiscal 2009, the Company utilized the September 30, 2007 stock price to record stock transactions, except for the Peter Brown acquisition described in Note 7 to our consolidated financial statements. The September 30, 2008 stock price was utilized for the stock offering window that took place in March 2009 and for all other stock transactions through March 27, 2009. The March 31, 2009 stock price was utilized for all stock transactions from March 29, 2009 through September 30, 2009. We anticipate that the next valuation will be completed in January 2010.

The valuations performed by the appraisers take into consideration forecasted financial activity for the three months subsequent to the valuation date. If, during the period subsequent to valuation date and prior to the date the stock price is determined, there were any significant transactions or significant variances between actual results compared to forecasted results provided to the valuation companies, these transactions or variances would be taken into consideration, as appropriate, in the valuation. Historically there have not been any significant transactions between the period that stock price is determined and the stock trading window. However, if there were a significant transaction during this period the Company expects it would update the stock price used for the stock trading window or any other transaction in which stock is issued. For example, the Company obtained an updated stock price at March 31, 2009 due to the acquisition of Peter Brown at the end of the first quarter of fiscal 2009.

The material assumptions used by the two independent appraisers whose appraisals were used to determine the stock value at March 31, 2009 are:

 

     March 31, 2009  
     Appraiser 1     Appraiser 2  

Discounted Cash Flow Method

    

Weighted average cost of capital

   16.72   17.49

Guideline Public Company Method

    

Earnings before interest and tax multiple

   n/a   —     

Earnings before interest, taxes, depreciation and amortization multiple

   n/a   5.00   

Revenue multiple

   n/a   0.30   

Guideline Transaction Method

    

Revenue multiple

   n/a   0.40   

Lack of control discount factor

   n/a   15

Marketability discount factor

   5   n/a

 

* This assumption was not used by Appraiser

A 10% increase or decrease in any of the assumptions above would result in a range of Class A common stock prices from $36.00 to $36.34.

 

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The material assumptions used by the two independent appraisers whose appraisals were used to determine the stock value at September 30, 2008 are:

 

     September 30, 2008  
     Appraiser 1     Appraiser 2  

Discounted Cash Flow Method

    

Weighted average cost of capital

   16.26   17.60

Guideline Public Company Method

    

Earnings before interest and tax multiple

   n/a   7.00   

Earnings before interest, taxes, depreciation and amortization multiple

   n/a   6.00   

Revenue multiple

   n/a   0.35   

Guideline Transaction Method

    

Revenue multiple

   n/a   0.39   

Lack of control discount factor

   n/a   15

Marketability discount factor

   5   n/a

 

* This assumption was not used by Appraiser

A 10% increase or decrease in any of the assumptions above would result in a range of Class A common stock prices from $27.61 to $30.81.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method. Goodwill is evaluated for impairment at least annually, or when events or changes in circumstances indicate that the carrying value may not be recoverable. We conduct our impairment evaluation of goodwill in conjunction with the annual independent valuation of the Company, as described above. In performing our evaluation of goodwill, we take into consideration the results of and the assumptions used by the independent appraisers, the valuation of the Company in relation to the carrying value of goodwill, any significant under-performance of each reporting unit in relation to projected operating results, significant negative industry or economic trends and our projected backlog position as of the end of the fiscal year. Our reporting units for purposes of testing goodwill are our two reporting segments, Consulting Services and Construction Management. The fair values of all of our reporting units are materially in excess their carrying values. Based on these annual impairment evaluations, we have concluded that Goodwill for the year ended September 30, 2009, 2008 and 2007 was not impaired.

Due to the variables associated with the assumptions used in the valuation process, management assessment and projections, the potential impact of industry and economic trends and as additional information becomes known; the carrying value of goodwill could significantly be affected by impairment charges in the future.

We amortize the cost of other intangible assets over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. If assets are determined to be impaired, they are written down to their estimated fair value. No impairment was recorded during the years ended September 30, 2009, 2008, or 2007.

Deferred Compensation

Estimated liabilities related to defined benefit pension and postretirement programs are included in deferred compensation. These liabilities represent actuarially determined estimates of our future obligations associated with providing these benefit programs to some of our employees. The actuarial studies and estimates are

 

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dependent on assumptions made by management, which include discount rates, life expectancy of participants and rates of increase in compensation levels. These assumptions are determined based on the current economic environment at year-end.

Income Taxes

In determining net income for financial statement purposes, we must make estimates and judgments in the calculation of tax assets and liabilities and in the determination of the recoverability of deferred tax assets. Tax assets and liabilities arise from temporary differences between the tax return and the financial statement recognition of revenues and expenses.

Our effective tax rate is based on income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which we operate. Significant judgment is required in determining the effective tax rate and in evaluating our tax positions. We establish reserves when, despite our belief that the tax return positions are fully supportable, we believe that certain positions, if challenged, will likely be resolved unfavorably to us. These reserves are adjusted in light of changing facts and circumstances, such as the progress of a tax audit or current developments in tax law. Our annual tax rate includes the impact of reserve provisions and changes to reserves. While it is often difficult to predict the final outcome or the timing of resolution of any particular matter, we believe that our reserves reflect the probable outcome of known tax contingencies. Resolution of the tax contingencies would be recognized as an increase or decrease to our tax rate in the period of resolution.

Contingencies

Management estimates are inherent in the assessment of our exposure to litigation and other legal claims and contingencies. Significant management judgment is utilized in determining probable and or reasonably estimable amounts to be recorded or disclosed in our financial statements. The results of any changes in accounting estimates are reflected in the financial statements of the period in which the changes are determined.

Estimated Liability for Self-Insurance

We are self-insured up to certain limits for costs associated with general liability, workers’ compensation and employee health coverage. We also maintain a stop loss insurance policy with a third party insurer to limit our exposure to individual and aggregate claims made. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates of incurred but not reported claims, net of payments made. Our professional liability coverage is on a “claims-made basis” meaning the coverage applies to claims made during a policy year regardless of when the causative action took place. All other coverage is “occurrence-basis” meaning that the policy in place when the injury or damage occurred is the policy that responds regardless of when the claim is made. Our professional liability limits per policy year are $60 million with a per claim deductible of $125,000 plus an annual aggregate retention of $3 million. This coverage would also cover us for a claim against one of our subcontractors. At September 30, 2009 and 2008, we had total self-insurance accruals reflected in accrued expenses and other liabilities in our consolidated balance sheets of $5.8 million and $9.4 million, respectively. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not recorded claims, including external factors such as future inflation rates, benefit level changes and claim settlement patterns.

Accounts Receivable

We estimate the allowance for doubtful accounts based on management’s evaluation of the contracts involved and the financial condition of our clients. We regularly evaluate the adequacy of the allowance for doubtful accounts by taking into consideration such factors as the type of client – governmental agencies or private sector, trends in actual and forecasted credit quality of the client, including delinquency and payment history, general economic and particular industry conditions that may affect a client’s ability to pay, and contract performance and the change order and claim analysis.

 

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Property and Equipment

Property and equipment are stated at cost less accumulated amortization and depreciation. Certain equipment held under capital leases are classified as furniture and equipment and the related obligations are recorded as capital lease obligations. Major renewals and improvements are capitalized, while repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives of the assets range from three to forty years. Capital leases are amortized under the straight-line method over the lesser of the estimated useful life of the asset or the duration of the lease agreement. Leasehold improvements are amortized over the shorter of the term of the leases or their estimated useful lives. Depreciation and amortization expenses are included in general and administrative expenses, or G&A, in the accompanying consolidated statements of operations.

Cost and accumulated depreciation of property and equipment retired or sold are eliminated from the accounts at the time of retirement or sale and the resulting gain or loss is included in G&A in the accompanying consolidated statements of operations.

Contractual Obligations

We are obligated under various non-cancelable leases for office facilities, furniture and equipment. Certain leases contain renewal options, escalation clauses and certain other operating expenses of the properties. In the normal course of business, leases that expire are expected to be renewed or replaced by leases for other properties.

In the first quarter of fiscal year 2010, we entered into a three year Microsoft Enterprise Agreement with Microsoft Licensing, GP covering all of our Microsoft based application licenses. At September 30, 2009, we had outstanding under this agreement the remaining payments of $3.1 million, all of which are included in contractual purchase obligations below.

A summary of our contractual obligations as of September 30, 2009 is as follows:

 

(Dollars in thousands)         Payments due by period

Contractual Obligations

   Total    Less than
1 year
   2-3 years    4-5 years    More than
5 years

Long-term debt obligations (1)

   $ 13,033    $ 680    $ 1,360    $ 1,360    $ 9,633

Operating lease obligations

     121,882      21,723      42,754      24,672      32,733

Capital lease obligations

     160      129      31      —        —  

Purchase obligations

     3,334      1,268      2,066      —        —  

Expected retirement benefit payments (2)

     3,877      721      1,322      953      881

Accrued client reimbursement payments

     946      946      —        —        —  

Income tax related to tax reporting method change

     13,972      6,986      6,986      —        —  
                                  

Total

   $ 157,204    $ 32,453    $ 54,519    $ 26,985    $ 43,247
                                  

 

(1) Excludes interest which is based on a variable rate. Maitland note refinanced in October 2008.
(2) The Company has a defined contribution plan called the Key Employee Contribution Plan, or KEYCAP, which has a liability of $8.9 million at September 30, 2009 which is not included in the table above.

As of September 30, 2009 the Company has recorded $13.8 million, including $2.7 million related to the adoption of FIN 48, in other long term liabilities related to uncertain tax provisions. Due to the uncertainty regarding the timing of the resolution of these tax uncertainties, the Company is not able to determine when the uncertainties will be resolved.

 

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ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

We are subject to interest rate risk through outstanding balances on our variable rate debt. We may mitigate this risk by paying down additional outstanding balances on our variable rate loans, refinancing with fixed rate permanent debt or obtaining cash flow hedges. We do not hold market-risk sensitive instruments for trading purposes. We do not hold financial instruments or derivative commodity instruments to hedge any market risk, nor do we currently plan to employ them in the near future.

In October 2008, we refinanced an existing mortgage note with a new seven year mortgage note in the amount of $13.6 million due in monthly installments, including interest, over a twenty year amortization period with a balloon payment due on November 1, 2015. The interest rate on the mortgage note is based on LIBOR plus 2.27% per annum. In order to minimize the adverse impact of floating interest rate risks, we also entered into an interest rate swap agreement. The Swap effectively converts the floating interest rate on the mortgage note to a fixed rate of 6.2%. We estimate that a one-percentage increase in our adjustable mortgage rate for debt outstanding of $12.4 million as of September 30, 2009 would have resulted in additional annualized interest costs of approximately $124,000. This computation did not take into consideration the scheduled monthly payments due under the mortgage note.

The interest rate (0.75% and 3.53% at September 30, 2009 and 2008, respectively) on our revolving line of credit ranges from LIBOR plus 50 basis points (currently in use) or prime minus 125 basis points if our funded debt coverage ratio is less than 2.5. The range increases to LIBOR plus 75 basis points or prime minus 100 basis points if our funded debt coverage ratio is between 2.5 to 3.0. The range increases to LIBOR plus 75 basis points or Prime minus 100 basis points if the Company’s funded debt coverage ratio is between 2.5 and to 3.0. The line of credit contains clauses requiring the maintenance of various covenants and financial ratios including a minimum coverage of certain fixed charges and minimum leverage ratio of earnings before interest, taxes, depreciation and amortization to the funded debt. The line of credit is collateralized by substantially all of the Company’s assets. The Company was in compliance with all financial covenants and ratios as of September 30, 2009. As of September 30, 2009 we had $0 outstanding under the line of credit.

We mitigate interest rate risk by continually monitoring interest rates and electing the lower of the LIBOR or prime rate option available under the line of credit.

As of September 30, 2009, the fair value of our debt approximates the outstanding principal balance due to the variable rate nature of such instruments.

The interest rates under our revolving line of credit and mortgage note are variable and accordingly we have exposure to market risk. To the extent that we have borrowings outstanding, there is market risk relating to the amount of such borrowings.

The sensitivity analysis, described above, contains certain simplifying assumptions (for example, it does not consider the impact of changes in prepayment risk or credit spread risk). Therefore, although it gives an indication of our exposure to changes in interest rates, it is not intended to predict future results and our results will likely vary.

 

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ITEM 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of The PBSJ Corporation:

We have audited the accompanying consolidated balance sheets of The PBSJ Corporation and subsidiaries (the “Company”) as of September 30, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended September 30, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The PBSJ Corporation and subsidiaries as of September 30, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ DELOITTE & TOUCHE LLP
Certified Public Accountants
Tampa, Florida
January 13, 2010

 

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THE PBSJ CORPORATION

Consolidated Balance Sheets

 

     September 30,  
(Amounts in thousands, except shares and per share amounts)    2009     2008  

Assets

    

Current Assets:

    

Cash and cash equivalents

   $ 22,253      $ 4,049   

Marketable equity securities at fair value

     3,762        —     

Accounts receivable, net

     107,838        102,492   

Unbilled fees, net

     86,041        76,742   

Deferred income taxes, current

     —          3,598   

Other current assets

     12,530        6,231   
                

Total current assets

     232,424        193,112   

Property and equipment, net

     34,887        35,945   

Cash surrender value of life insurance

     8,100        11,227   

Deferred income taxes

     4,000        —     

Goodwill

     30,607        23,071   

Intangible assets, net

     9,861        1,273   

Other assets

     3,396        4,049   
                

Total assets

   $ 323,275      $ 268,677   
                

Liabilities and Stockholders’ Equity

    

Current Liabilities:

    

Accounts payable

   $ 82,539      $ 48,613   

Accrued employee compensation and benefits

     25,288        27,649   

Accrued expenses and other current liabilities

     18,741        21,325   

Current portion of notes payable

     7,187        585   

Stock redemption payable

     12,705        7,522   

Accrued reimbursement liability

     946        2,186   

Current portion of long-term debt

     680        7,134   

Current portion of capital leases

     107        297   

Accrued vacation

     13,608        13,394   

Billings in excess of costs

     8,456        5,763   

Deferred income taxes, current

     14,994        —     
                

Total current liabilities

     185,251        134,468   

Deferred income taxes, non current

     —          9,382   

Long-term debt, less current portion

     12,353        5,885   

Capital leases, less current portion

     34        138   

Deferred compensation

     13,434        12,325   

Other liabilities

     35,058        40,228   
                

Total liabilities

     246,130        202,426   
                

Stockholders’ Equity:

    

Common stock Class A, par value $0.00067, 15,000,000 shares authorized, 5,500,790 and 5,822,649 shares issued and outstanding at September 30, 2009 and 2008

     4        4   

Common stock Class B, non-voting, par value $0.00067, 5,000,000 shares authorized, no shares issued or outstanding at September 30, 2009 and 2008

     —          —     

Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued or outstanding at September 30, 2009 and 2008

     —          —     

Retained earnings

     77,141        66,345   

Accumulated other comprehensive income (loss)

     4        (7

Employee shareholder loan, unearned compensation and other

     (4     (91
                

Total stockholders’ equity

     77,145        66,251   
                

Total liabilities and stockholders’ equity

   $ 323,275      $ 268,677   
                

The accompanying notes are an integral part of these consolidated financial statements.

 

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THE PBSJ CORPORATION

Consolidated Statements of Operations

 

     Years Ended September 30,  
(Amounts in thousands, except per share amounts)    2009     2008     2007  

Revenue

   $ 798,588      $ 617,945      $ 581,465   

Cost of revenue

     706,371        538,138        489,956   
                        

Gross profit

     92,217        79,807        91,509   
                        

Costs and expenses:

      

General and administrative expenses

     59,830        58,480        60,731   

Insurance proceeds and gain on recoveries, net of misappropriation loss

     —          —          (1,989

Investigation and related costs

     —          —          3,802   
                        

Total costs and expenses

     59,830        58,480        62,544   
                        

Income from operations

     32,387        21,327        28,965   
                        

Other income (expense):

      

Interest expense

     (976     (987     (1,520

Other, net

     128        47        98   

Loss on interest rate swap

     (1,361     —          —     
                        

Total other expense

     (2,209     (940     (1,422
                        

Income before income taxes

     30,178        20,387        27,543   

Provision for income taxes

     6,560        4,915        8,445   
                        

Net income

   $ 23,618      $ 15,472      $ 19,098   
                        

Net income per share:

      

Basic

   $ 4.26      $ 2.55      $ 3.05   
                        

Diluted

   $ 4.19      $ 2.51      $ 2.99   
                        

Weighted average shares outstanding:

      

Basic

     5,543        6,062        6,258   
                        

The accompanying notes are an integral part of these consolidated financial statements.

 

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THE PBSJ CORPORATION

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

For the years ended September 30, 2009, 2008 and 2007

 

    Common Stock     Common Stock,
Class A
    Common Stock,
Class B
  Preferred
Stock
  Additional
Paid-in

Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive

Loss
    Employee
Shareholders’
Loans,
Unearned
Compensation

and Other
    Total
Stockholders’

Equity
 
(Amounts in thousands, except share data)   Shares     Amount     Shares     Amount     Shares   Amount   Shares   Amount          

Balance at September 30, 2006

  6,849,214      5      —        —        —     —     —     —     —        64,052      (1,914   (3,232   58,911   
                             

Comprehensive income:

                         

Net income

  —        —        —        —        —     —     —     —     —        19,098      —        —        19,098   

Minimum pension liability adjustment, net of tax of $533

  —        —        —        —        —     —     —     —     —        —        901      —        901   
                             

Total comprehensive income

                          19,999   

Implementation of SFAS No.123(R)

    —        —        —        —     —     —     —     (3,110   —        —        3,110      —     

Issuance of stock for 401(k) match

  185,390      —        —        —        —     —     —     —     4,512      —        —        —        4,512   

Shares purchased and retired

  (206,765   —        —        —        —     —     —     —     (3,148   (2,110   —        —        (5,258

Employee shareholders' loans

  —        —        —        —        —     —     —     —     —        —        —        (1,596   (1,596

Issuance of restricted stock, net of cancellations

  34,170      —        —        —        —     —     —     —     895      —        —        15      910   

Tax benefit on vesting of Restricted Stock

  —        —        —        —        —     —     —     —     851      —        —        —        851   

Implementation of SFAS No.158, net of tax of $159

  —        —        —        —        —     —     —     —     —        —        (233   —        (233
                                                                     

Balance at September 30, 2007

  6,862,009      5      —        —        —     —     —     —     —        81,040      (1,246   (1,703   78,096   
                             

Comprehensive income:

                         

Net income

  —        —        —        —        —     —     —     —     —        15,472      —        —        15,472   

Loss recognized due to curtailment and settlement of deferred compensation plan

  —        —        —        —        —     —     —     —     —        —        1,137      —        1,137   

Minimum pension liability adjustment, net of tax of $28

  —        —        —        —        —     —     —     —     —        —        102      —        102   
                             

Total comprehensive income

                          16,711   

Implementation of FIN48 Tax Provision

  —        —        —        —        —     —     —     —     —        (2,743   —        —        (2,743

Reclassification of Stock

  (6,862,009   (5   6,862,009      5        —       —     —        —          —        —     

Issuance of stock for 401(k) match

  —        —        171,605      —        —     —     —     —     5,093      —        —        —        5,093   

Sale of Stock

  —          127,418      —        —     —     —     —     3,798      —        —        —        3,798   

Shares issued in acquisitions

  —        —        6,750      —        —     —     —     —     200      —        —        —        200   

Shares purchased and retired

  —        —        (1,355,420   (1   —     —     —     —     (11,095   (27,424   —        —        (38,520

Employee shareholders' loans

  —        —        —        —        —     —     —     —     —        —        —        1,595      1,595   

Issuance of restricted stock, net of cancellations

  —        —        10,287      —        —     —     —     —     771      —        —        17      788   

Tax benefit on vesting of Restricted Stock

  —        —        —        —        —     —     —     —     1,233      —        —        —        1,233   
                                                                     

Balance at September 30, 2008

  —        —        5,822,649      4      —     —     —     —     —        66,345      (7   (91   66,251   
                             

 

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THE PBSJ CORPORATION

Consolidated Statements of Stockholders’ Equity and Comprehensive Income—(Continued)

For the years ended September 30, 2009, 2008 and 2007

 

    Common Stock   Common Stock,
Class A
  Common Stock,
Class B
  Preferred
Stock
  Additional
Paid-in

Capital
    Retained
Earnings
    Accumulated
Other
Comprehensive

Loss
    Employee
Shareholders’
Loans,
Unearned
Compensation

and Other
    Total
Stockholders’

Equity
 
(Amounts in thousands, except share data)   Shares   Amount   Shares     Amount   Shares   Amount   Shares   Amount          

Comprehensive income:

                         

Net income

  —       —     —          —     —       —     —       —       —          23,618        —          —          23,618   

Unrealized gain on marketable securities, net of tax of $200

  —       —     —          —     —       —     —       —       —          —          321        —          321   

Realized gain on marketable securities, net of tax of $8

  —       —     —          —     —       —     —       —       —          —          (13     —          (13

Minimum pension liability adjustment, net of tax of $186

  —       —     —          —     —       —     —       —       —          —          (297     —          (297
                               

Total comprehensive income

                            23,629   

Issuance of stock

  —       —     139,659        —     —       —     —       —       4,056        —          —          —          4,056   

Sale of Stock

  —       52,533        —     —       —     —       —       1,468        —          —          —          1,468   

Shares issued in acquisitions

  —       —     137,741        —     —       —     —       —       4,000        —          —          —          4,000   

Shares purchased and retired

  —       —     (751,789     —     —       —     —       —       (11,549     (12,822     —          —          (24,371

Issuance of restricted stock, net of cancellations

  —       —     99,997        —     —       —     —       —       1,358        —          —          87        1,445   

Tax benefit on vesting of Restricted Stock

  —       —         —     —       —     —       —       667        —          —          —          667   
                                                                                 

Balance at September 30, 2009

  —     $ —     5,500,790      $ 4   —     $ —     —     $ —     $ —        $ 77,141      $ 4      $ (4   $ 77,145   
                                                                                 

The accompanying notes are an integral part of these consolidated financial statements.

 

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THE PBSJ CORPORATION

Consolidated Statements of Cash Flows

 

    Years Ended September 30,  
(Dollars in thousands)   2009     2008     2007  

Cash flows from operating activities:

     

Net income

  $ 23,618      $ 15,472      $ 19,098   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

     

Decrease in cash surrender value of life insurance

    (727     —          —     

Depreciation and amortization

    14,169        10,755        11,202   

Loss on sale of property and equipment

    113        22        9   

Amortization of deferred gain on sale-leaseback of office building

    (1,331     (1,331     (2,786

Loss on interest rate swap

    1,361        —          —     

Gain on settlement of notes payable

    (1,657     —          —     

Gain from sale of marketable securities

    (21     —          —     

Net loss recognized due to curtailment and settlement of deferred compensation plan

    —          329        —     

Increase (decrease) in provision for bad debt and unbillable amounts

    2,941        1,766        (15

Provision (benefit) for deferred income taxes

    4,538        (10,726     7,110   

Amortization of deferred compensation and other changes

    1,503        2,188        2,536   

Excess tax benefit on vesting of restricted stock

    (667     (1,233     (851

Reversal of accrued reimbursement liability

    (122     (2,382     (4,527

Stock issued for compensation

    47        —          —     

Change in operating assets and liabilities, net of acquisitions:

     

Decrease (increase) in accounts receivable

    7,211        (20,044     1,937   

(Increase) decrease in unbilled fees and billings in excess of cost

    (1,885     3,344        (16,452

Decrease in assets held for sale

    —          —          3,915   

(Increase) decrease in other current assets

    (1,429     (1,246     277   

Decrease in other assets

    672        911        797   

Increase in accounts payable

    5,637        15,001        6,208   

Decrease in accrued employee compensation and benefits

    (5,257     (3,165     (1,940

(Decrease) increase in accrued expenses and other current liabilities

    1,574        5,394        (2,782

Decrease in notes payable

    (2,357     (600     (1,621

Decrease in liabilities of assets held for sale

    —          —          (2,099

Decrease in accrued reimbursement liability

    (1,118     (3,817     (15,271

Increase in accrued vacation

    214        876        345   

(Decrease) increase in other liabilities

    (1,382     16,162        (165
                       

Net cash provided by operating activities

    45,645        27,676        4,925   
                       

Cash flows from investing activities:

     

Investment in life insurance policies

    (4,136     (541     (632

Acquisitions and purchase price adjustments, net of cash acquired

    (5,796     (2,000     (200

Purchases of marketable securities

    (4,700     —          —     

Proceeds from cash surrender of life insurance policies

    3,964        —          —     

Proceeds from the sale of property and equipment

    1        57        90   

Proceeds from the sale of marketable securities

    1,459        —          —     

Proceeds from the sale-leaseback of office building

    —          —          21,350   

Purchases of property and equipment

    (8,260     (10,364     (10,294
                       

Net cash (used in) provided by investing activities

    (17,468     (12,848     10,314   
                       

Cash flows from financing activities:

     

Borrowings under line of credit

    197,882        175,654        228,940   

Payments under line of credit

    (204,504     (169,032     (230,072

Principal payments under notes and mortgage payable

    (802     (512     (512

Principal payments under capital lease obligations

    (294     (1,216     (379

Proceeds from refinance of mortgage note, net of cost

    13,485        —          —     

Payoff of existing mortgage note

    (6,354     —          —     

Proceeds from loans against cash surrender life insurance policies

    4,027        —          —     

Excess tax benefit on vesting of restricted stock

    667        1,233        851   

Proceeds from sale of common stock

    2,915        2,076        —     

Collection of employee shareholders’ loans

    87        1,537        (1,596

Payments for repurchase of common stock

    (17,082     (29,000     (4,000
                       

Net cash used in financing activities

    (9,973     (19,260     (6,768
                       

Net increase (decrease) in cash and cash equivalents

    18,204        (4,432     8,471   

Cash and cash equivalents at beginning of period

    4,049        8,481        10   
                       

Cash and cash equivalents at end of period

  $ 22,253      $ 4,049      $ 8,481   
                       

The accompanying notes are an integral part of these consolidated financial statements.

 

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The PBSJ Corporation

Notes to the Consolidated Financial Statements

1. Organization and Summary of Significant Accounting Policies

Organization and Principles of Consolidation

The consolidated financial statements include the accounts of The PBSJ Corporation and its consolidated subsidiaries, Post, Buckley, Schuh & Jernigan, Inc., (“PBS&J”), Peter Brown Construction, Inc., PBS&J Constructors, Inc., PBS&J International, Inc., Seminole Development Corporation and its consolidated affiliates PBS&J Caribe, LLP, PBS&J Caribe Engineering, CSP and PBS&J, P.A. (collectively, the “Company”). All material inter-company transactions and accounts have been eliminated in the accompanying consolidated financial statements. In these notes to the consolidated financial statements, the words “Company”, “we”, “our” and “us” refer to The PBSJ Corporation, its consolidated subsidiaries and affiliates.

Presentation of Consolidated Statements of Operations

During the quarter ended March 31, 2009, in connection with the Company’s acquisition of Peter Brown Construction, Inc. on December 31, 2008, the Company undertook a review of the historical manner of presentation of its consolidated statement of operations and adopted a revised format which is in accordance with the American Institute of Certified Public Accountants Accounting Guide for Construction Companies. As a result, the Company has reclassified the presentation of contract related direct expenses, which had previously been presented under the caption “Direct Reimbursable Expenses” and “Direct Salaries and Direct Costs,” and contract related indirect expenses, which had previously been presented in “General and Administrative Expenses, Including Indirect Salaries.” These contracts related direct and indirect expenses are now classified in the caption as “Cost of Revenue”. This change in manner of presentation did not affect the Company’s income from operations, net income or the determination of income or loss on its contracts. Conforming changes have been made for all periods presented.

A summary of the financial statement line items affected by the revisions is presented below.

 

     Years Ended September 30,  
(in thousands)        2008             2007      

Direct reimbursable expenses

    

As previously reported

   $ 149,696      $ 123,540   

Amount reclassified

     (149,696     (123,540
                

As reported herein

   $ —        $ —     
                

Direct salaries and direct costs

    

As previously reported

   $ 168,829      $ 164,764   

Amount reclasssified

     (168,829     (164,764
                

As reported herein

   $ —        $ —     
                

General and administrative expenses, including indirect salaries

    

As previously reported

   $ 278,093      $ 262,383   

Amount reclasssified

     (219,613     (201,652
                

As reported herein

   $ 58,480      $ 60,731   
                

Cost of revenues

    

As previously reported

   $ —        $ —     

Amount reclasssified

     538,138        489,956   
                

As reported herein

   $ 538,138      $ 489,956   
                

 

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Reclassification

Balances previously presented in accounts payable and accrued expenses at September 30, 2008 have been reclassified and presented in one of four captions: accounts payable, accrued employee compensation and benefits, accrued expenses and other current liabilities, or current portion of notes payable in the accompanying consolidated balance sheet at September 30, 2008.

Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Codification, or ASC, 105, Generally Accepted Accounting Principles (formerly Statement of Financial Accounting Standards, or SFAS, No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162). Effective for reporting periods ending after September 15, 2009, this pronouncement established the FASB ASC as the single source of authoritative nongovernmental U.S. Generally Accepted Accounting Principles. The Company adopted this statement as of September 30, 2009. The adoption of this statement did not have a material effect on the financial statements or related disclosures. However, the disclosures have been updated to include appropriate references to the FASB ASC.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates in these consolidated financial statements include estimated cost to complete long-term fixed price contracts, allowance for doubtful accounts and unbilled fees, accruals for litigation, estimated liabilities for self-insurance, accrued reimbursement liability, valuation allowance on deferred income tax assets and tax contingencies, estimates of useful lives of intangible assets, and the allocation of purchase price paid for acquired companies. Actual results could differ significantly from those estimates.

Revenue Recognition

The Company recognizes revenues from different types of services under a variety of different types of contracts. In recognizing revenues, the Company evaluates each contractual arrangement to determine the applicable authoritative accounting methodology to apply to each contract.

In the course of providing its services, the Company principally has four types of contracts from which it earns revenue: cost-plus contracts, time and materials contracts and fixed price and guaranteed maximum price contracts.

Cost-plus Contracts. Under cost-plus contracts, the Company charges clients negotiated indirect rates based on direct and indirect costs in addition to a profit component. The Company recognizes revenue at the time services are performed. The amount of revenue is based on its actual labor costs incurred plus a recovery of indirect costs and a profit component. In negotiating cost-plus contracts, the Company estimates direct labor costs and indirect costs and then adds a profit component, which is a percentage of total recoverable costs, to arrive at a total dollar value for the contract. Indirect expenses are recorded as incurred and are allocated to contracts. If the actual labor costs incurred are less than estimated, the revenues from a project will be less than estimated. If the actual labor costs incurred plus a recovery of indirect costs and profit exceed the initial negotiated total contract amount, the Company must obtain a contract modification to receive payment for such overage. If a contract modification or change order is not approved by the client, the Company may be able to pursue a claim to receive payment. Revenue from claims are recognized when collected.

 

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Time and Materials Contracts. The Company recognizes revenue for time and materials contracts at the time services are performed. The amount of revenue is based on the actual number of hours it spends on the projects, multiplied by contractual rates or multipliers. In addition, the Company’s clients reimburse it for its actual out-of-pocket costs of materials and other direct reimbursable expenses that it incurs in connection with its performance under these contracts.

Fixed Price Contracts and Guaranteed Maximum Price Contracts. For fixed price contracts and guaranteed maximum Price contracts, the Company recognizes revenue based on the percentage-of-completion method whereby fees are recognized based on the estimate of the physical percent of completion of the work performed or based on the percentage of cost incurred to total cost expected to be incurred, depending on the type of contract. In making such estimates, judgments are required to determine potential delays or changes in schedules, the costs of materials and labor, liability claims, contract disputes, or achievement of specified performance goals. At the time a loss on a contract becomes evident and estimable, the Company records the entire amount of the estimated loss.

Change orders that result from modification of an original contract are taken into consideration for revenue recognition when they result in a change of total contract value and are approved by the client. Revenue relating to unapproved change orders is recognized when collected.

The Company’s federal government contracts are subject to the Federal Acquisition Regulations, or FAR. These regulations are partially incorporated into many local and state agency contracts. The FAR limits the recovery of certain specified indirect costs on contracts subject to such regulations. In accordance with industry practice, most of the Company’s federal government contracts are subject to termination at the discretion of the client. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the termination date.

Contracts that are subject to FAR are generally cost-plus contracts, and are subject to audit by the government, primarily the Defense Contract Audit Agency, or DCAA, which reviews the Company’s overhead rates, operating systems and costs proposals. As a result of its audits, the DCAA may disallow costs if it determines that the Company has accounted for such costs in a manner inconsistent with generally accepted cost accounting standards.

Capital Structure

The by-laws of the Company require that Class A common stock held by employee shareholders who terminate employment with the Company be offered for sale at fair market value to the Company, which has a right of first refusal. Should the Company decline to purchase the shares, the shares must next be offered to the Company’s profit sharing and employee stock ownership plans at fair market value, and then ultimately to shareholders who are employees of the Company. The by-laws of the Company provide that the fair market value be determined by an independent appraisal. Other than certain retired Directors, as of September 30, 2009 and 2008, there is no outstanding Class A common stock held by individuals no longer employed by the Company.

On January 19, 2008, at the Company’s annual meeting, the shareholders of the Company approved certain amendments to the Company’s bylaws related to the procedures for the issuance, sale and redemption of stock. The shareholders also approved the Amended and Restated 2008 Employee Stock Ownership and Direct Purchase Plan, the 2008 Employee Payroll Stock Purchase Plan, and the 2008 Employee Restricted Stock Plan.

Pursuant to the terms of our credit agreement, the Company cannot declare or pay dividends in excess of 50% of its net income. The Company has not previously paid cash dividends on its Class A common stock and has no present intention of paying cash dividends on its Class A common stock in the foreseeable future. All earnings are retained for investment in the business.

 

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Stock Valuation

The value of the Company’s stock is required to be determined by a formal valuation analysis performed by one or more independent appraisal firms at least annually. The stock price established based on the appraisers’ valuation reports is utilized for the PBSJ Employee Profit Sharing and Stock Ownership Plan and Trust or (Trust/ESOP), administration purposes and to set the price for direct employee-shareholder purchases, sales and redemptions.

The Company’s current policy is to utilize three independent appraisers to provide valuation reports. The two valuations that are closest in value are averaged to produce the stock price, with each receiving a 50% weight. The remaining valuation, designated the “outlier,” is excluded from the value calculation. The Audit Committee of the Board of Directors selects the appraisers each year to ensure they are independent and qualified. For the March 31, 2009 and September 30, 2008 valuations, the two valuations that the Company used were prepared by Willamette Management Associates and Sheldrick, McGeehee & Kohler, LLC.

Consistent with generally accepted valuation methodology, the appraisers utilize the following methods:

 

  i) the income approach (discounted cash flow method);

 

  ii) the market approach (guideline public company method and guideline transaction method); and

 

  iii) analyses of the Company’s financial statements, interviews with key managers, and external data including comparable merger/acquisition transactions and national and regional economic reviews.

While the internal data utilized by the appraisers is factual and consistent, their valuation reports reflect their professional judgment and are based on many material assumptions regarding future business trends and market conditions.

The Valuation Committee reviews the valuation reports, including assumptions used, on behalf of both the Company and the Trust/ESOP and makes a recommendation to both the Trust/ESOP Committee and the Board of Directors whether the indicated stock price should or should not be accepted. The Trust/ESOP Committee has the opportunity to review the valuation recommendation and make comments before the valuation is accepted.

The stock prices determined by the March 31, 2009 and September 30, 2008 valuations were $36.16 and $29.04, respectively. During the first quarter of fiscal 2009, the Company utilized the September 30, 2007 stock price to record stock transactions, except for the Peter Brown acquisition described in Note 7 to our consolidated financial statements. The September 30, 2008 stock price was utilized for the stock offering window that took place in March 2009 and for all other stock transactions from January 1, 2009 through March 27, 2009. The March 31, 2009 stock price was utilized for all stock transactions from March 29, 2009 through September 30, 2009. The Company anticipates that the next valuation will be completed in January 2010.

The valuations performed by the appraisers take into consideration forecasted financial activity for the three months subsequent to the valuation date. If, during the period subsequent to valuation date and prior to the date the stock price is determined, there were any significant transactions or significant variances between actual results compared to forecasted results provided to the valuation companies, these transactions or variances would be taken into consideration, as appropriate, in the valuation. Historically there have not been any significant transactions between the period that stock price is determined and the stock trading window. However, if there were a significant transaction during this period the Company expects it would update the stock price used for the stock trading window or any other transaction in which stock is issued. For example, the Company obtained an updated stock price at March 31, 2009 due to the acquisition of Peter Brown at the end of the first quarter of fiscal 2009.

 

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The material assumptions used by the two independent appraisers whose appraisals were used to determine the stock value at March 31, 2009 are:

 

     March 31, 2009  
     Appraiser 1     Appraiser 2  

Discounted Cash Flow Method

    

Weighted average cost of capital

   16.72   17.49

Guideline Public Company Method

    

Earnings before interest and tax multiple

   n/a   —     

Earnings before interest, taxes, depreciation and amortization multiple

   n/a   5.00   

Revenue multiple

   n/a   0.30   

Guideline Transaction Method

    

Revenue multiple

   n/a   0.40   

Lack of control discount factor

   n/a   15

Marketability discount factor

   5   n/a

 

* This assumption was not used by Appraiser

A 10% increase or decrease in any of the assumptions above would result in a range of Class A common stock prices from $36.00 to $36.34.

The material assumptions used by the two independent appraisers whose appraisals were used to determine the stock value at September 30, 2008 are:

 

     September 30, 2008  
     Appraiser 1     Appraiser 2  

Discounted Cash Flow Method

    

Weighted average cost of capital

   16.26   17.60

Guideline Public Company Method

    

Earnings before interest and tax multiple

   n/a   7.00   

Earnings before interest, taxes, depreciation and amortization multiple

   n/a   6.00   

Revenue multiple

   n/a   0.35   

Guideline Transaction Method

    

Revenue multiple

   n/a   0.39   

Lack of control discount factor

   n/a   15

Marketability discount factor

   5   n/a

 

* This assumption was not used by Appraiser

A 10% increase or decrease in any of the assumptions above would result in a range of Class A common stock prices from $27.61 to $30.81.

Stock Based Compensation

Restricted stock awards are recorded at fair value on the date of issuance using the modified prospective method in accordance with FASB ASC 718-10, Compensation-Stock Compensation — Overall. The restricted stock awards are amortized over the vesting period and are included as compensation expense in general and administrative expenses in the accompanying consolidated statements of operations.

 

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Other Employee Stock Sales and Purchases

The Company’s bylaws provide that the Board of Directors shall establish a stock offering window at least once per year. The stock window allows full time and part time regular employees and outside directors to purchase shares of Class A common stock and existing shareholders to offer shares of Class A common stock for sale to the Company. Under its bylaws, the Company has the right of first refusal to purchase any shares offered to be sold by existing shareholders. If the Company declines to purchase the offered shares, they are offered to the Employee Profit Sharing and Stock Ownership Plan and Trust and then to all shareholders of the Company. Shares may be purchased by employees with funds set aside prior to the window through the PBSJ Corporation 2008 Employee Payroll Stock Purchase Plan, or ESPP, at 90% of fair value.

During the second quarter of fiscal year 2009, the Company opened the stock window for the purchase and/or redemption of shares by eligible employees and outside directors. During the stock window, the Company sold 63,179 shares for an aggregate consideration of $1.8 million, 17,444 shares were purchased through the ESPP at a discounted price of $26.14 and the remaining shares were purchased at $29.04. During fiscal 2009 the Also during the window, the Company repurchased 375,002 shares of Class A common stock for $10.9 million.

Additionally, during the fiscal 2009, the Company repurchased 376,786 shares of Class A common stock for an aggregate amount of $13.5 million. At September 30, 2009, the outstanding balance owed for redemptions was $12.7 million and is included in stock redemptions payable in the accompanying consolidated balance sheet. This balance was fully paid in November 2009. Company also issued stock in the amount of $4.0 million during fiscal 2009, in lieu of cash payment, for a portion of the matching contribution to the 401(k) plan for calendar year 2008.

During the second quarter of fiscal year 2008, the Company opened the stock window for the purchase and/or redemption of shares by eligible employees and outside directors at a price of $29.68. Purchasers of shares were given several options for payment, including payroll deductions, balloon payments, up front cash or some combination thereof. The last payroll deduction was on November 28, 2008. At September 30, 2008, the outstanding balance due to the Company on the shares sold was $1.5 million and is included in other current assets in the accompanying consolidated balance sheet. During the first quarter of fiscal 2009, $1.2 million of the outstanding balance due to us on the shares sold was collected and the remaining unpaid balance expired resulting in the cancellation of 10,828 shares.

During fiscal year 2008, the Company agreed to redeem 1.4 million shares held by employees who wished to redeem their shares in the fiscal year 2008 stock window or employees who terminated employment prior to September 30, 2008, for an aggregate amount of $38.5 million. As a result, the Company paid $29.0 million in cash during the year and recorded a liability of $7.5 million and a promissory note of $2.0 million, reflected in stock redemption payable and other liabilities, respectively, in the accompanying consolidated balance sheet as of September 30, 2008. During the first quarter of fiscal 2009, we paid all but $2.1 million of the stock redemption payable at September 30, 2008 and converted $2.1 million of the redemptions payable into a note. At September 30, 2009, the balance of the note was $1.8 million and is reflected in current portion of notes payable and other liabilities in the accompanying consolidated balance sheet.

The Company expects to open its fiscal year 2010 stock window in the second fiscal quarter.

Cash and Cash Equivalents

Cash equivalents consist of all highly liquid investments with an original maturity of three months or less from their dates of purchase. As a result of the Company’s cash management system, checks issued, but presented to the banks for payment, may create negative book cash balances. Checks outstanding in excess of related book cash balances totaling $5.5 million at September 30, 2008 are included in accounts payable in the accompanying consolidated balance sheet.

 

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Income Taxes

The Company uses the asset and liability method in accounting for income taxes. Under this method the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax basis and financial reporting carrying values of assets and liabilities based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established when it is more likely than not that any of the deferred tax assets will not be realized.

Effective October 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48” or the “Interpretation”). This guidance is included in FASB ASC 740, Income Taxes. The Interpretation prescribes the minimum recognition threshold a tax position taken or expected to be taken in a tax return is required to meet before being recognized in the financial statements. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As a result of the implementation of FIN 48, the Company recognized an increase in the liability for unrecognized tax benefits of approximately $2.5 million in the liability for uncertain tax positions and an increase of approximately $200,000 in accrued interest. These increases were accounted for as a reduction to the October 1, 2007 balance of retained earnings. At the adoption date of October 1, 2007, the Company had $13.7 million recorded as a liability for uncertain tax positions. At September 30, 2009, the liability for uncertain tax positions had increased to $13.8 million.

On February 21, 2008, the Company filed an application with the Internal Revenue Service to change its overall method of tax reporting from the cash method to the accrual method, effective with the tax year ending September 30, 2008. The effect of this change is to increase the estimated current taxable income by approximately $72.3 million on a pro rata basis over the next four years. This method change had no impact on the Company’s overall provision for income taxes. As of September 30, 2009, the liability for the first year of the method change has been paid. The liability for the second year of the method change is included as a component of accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of September 30, 2009. The liability for the third year of the method change is included as a component of the current deferred tax liability and for the fourth year of the method change, included as a component of the non-current deferred income tax asset, in the accompanying consolidated balance sheet as of September 30, 2009.

Basic and Diluted Earnings per Share

Basic net income per share has been computed by dividing net income by the weighted average number of common shares outstanding. Diluted net income per share reflects the potential dilution that could occur assuming the inclusion of dilutive potential common shares and has been computed by dividing net income by the weighted average number of common shares and dilutive potential common shares outstanding. Dilutive potential common shares include all outstanding restricted stock awards using the treasury stock method.

A reconciliation of the number of shares used in computing basic and diluted earnings per share follows:

 

(Shares in thousands)    Years Ended September 30,
   2009    2008    2007

Weighted average shares outstanding — Basic

   5,543    6,062    6,258

Effect of dilutive unvested restricted stock

   89    94    132
              

Weighted average shares outstanding — Diluted

   5,632    6,156    6,390
              

 

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Marketable Equity Securities

Marketable equity securities consist of investments in mutual funds that are considered available-for-sale securities and are recorded at fair value. Changes in unrealized gains and losses for available-for-sale securities are charged or credited as a component of accumulated other comprehensive income, net of tax. A decline in the fair value of an available-for-sale security below cost that is deemed other than temporary is charged to earnings. Investment security transactions are recorded on a trade date basis. The cost basis of investments sold is determined by the specific identification method. The following is a summary of the Company’s marketable equity securities at September 30, 2009:

 

(in thousands)    Cost    Unrealized
Gain
   Fair Value

Mutual Funds

   $ 3,262    $ 500    $ 3,762
                    

Total

   $ 3,262    $ 500    $ 3,762
                    

None of the Company’s marketable equity securities held at September 30, 2009, are in an unrealized loss position. Proceeds and net realized gains from sales of available-for-sale securities were $1.5 million and $21,000, respectively in fiscal year 2009.

Accounts Receivable

Accounts receivable is presented net of an allowance for doubtful accounts of $3.6 million and $1.9 million at September 30, 2009 and 2008, respectively. The Company estimates the allowance for doubtful accounts based on management’s evaluation of the contracts involved and the financial condition of its clients. The Company regularly evaluates the adequacy of the allowance for doubtful accounts by taking into consideration such factors as the type of client — governmental agencies or private sector, trends in actual and forecasted credit quality of the client, including delinquency and payment history, general economic and particular industry conditions that may affect a client’s ability to pay, and contract performance and the change order and claim analysis. Retainer amounts were not significant as of September 30, 2009 and 2008.

Unbilled Fees and Billings in Excess of Costs

Unbilled fees represent the excess of contract revenue recognized over billings to date on contracts in process. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. Management expects that substantially all unbilled amounts will be billed and collected within one year. Unbilled fees is presented net of an allowance for unbilled fees of approximately $428,000 and $0 at September 30, 2009 and 2008, respectively. We reduce our unbilled fees by estimating an allowance for amounts that may become uncollectible in the future. We determine our estimate allowance for uncollectible amounts based on management’s evaluation of the contracts involved, the financial condition of its clients, the status of change orders and claims, and the Company’s experience settling change orders and claims. Also included in unbilled fees is unbilled retainage. Unbilled retainage on projects will be billed at the completion of the project.

Billings in excess of costs represents the excess of billings to date, per the contract terms, over revenue recognized on contracts in process.

Fair Value of Financial Instruments

The fair value of the Company’s cash equivalents, accounts receivables, unbilled fees and trade accounts payable approximates book value due to the short-term maturities of these instruments. The carrying amounts of the Company’s cash surrender value of life insurance policies are based on quoted market values or cash surrender value at the reporting date. The fair value of the Company’s debt approximates the carrying value, as such instruments are based on variable rates of interest.

 

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Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method. The Company accounts for its goodwill in accordance with FASB ASC 350-20, Intangibles-Goodwill and Other — Goodwill, which requires the Company to test for goodwill impairment annually (or more frequently under certain conditions). Goodwill is evaluated for impairment at least annually, or when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company conducts its impairment evaluation of goodwill in conjunction with the annual independent valuation of the Company, as described above. In performing its evaluation of goodwill, the Company takes into consideration the results of and the assumptions, used by the independent appraisers, the valuation of the Company in relation to the carrying value of goodwill, any significant under-performance of each reporting unit in relation to projected operating results, significant negative industry or economic trends and the Company’s projected backlog position as of the end of the fiscal year. The Company’s reporting units for purposes of testing goodwill are the Company’s two reporting segments, Consulting Services and Construction Management. The fair value of all of the Company’s reporting units are materially in excess their carrying value. Based on these annual impairment evaluations, the Company has concluded that goodwill as of September 30, 2009, 2008 and 2007 was not impaired.

Due to the variables associated with the assumptions used in the valuation process, management assessment and projections, the potential impact of industry and economic trends and as additional information becomes known; the carrying value of goodwill could significantly be affected by impairment charges in the future.

The Company amortizes the cost of other intangible assets over their estimated useful lives unless such lives are deemed indefinite. Amortizable intangible assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. If assets are determined to be impaired, they are written down to their estimated fair value. No impairment was recorded during the years ended September 30, 2009, 2008, or 2007.

Property and Equipment

Property and equipment are stated at cost less accumulated amortization and depreciation. Certain equipment held under capital leases is classified as furniture and equipment and the related obligations are recorded as capital lease obligations. Major renewals and improvements are capitalized, while repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. The useful lives of the assets range from three to forty years. Capital leases are amortized under the straight-line method over the lesser of the estimated useful life of the asset or the duration of the lease agreement. Leasehold improvements are amortized over the shorter of the term of the leases or their estimated useful lives. Depreciation and amortization expenses are included in general and administrative expenses, or G&A, in the accompanying consolidated statements of operations.

Cost and accumulated depreciation of property and equipment retired or sold are eliminated from the accounts at the time of retirement or sale and the resulting gain or loss is included in G&A in the accompanying consolidated statements of operations.

Long-Lived Assets

In accordance with FASB ASC 360-10, Property Plant and Equipment — Overall, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets are reviewed whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. If assets are determined to be impaired, they are written down to estimated fair value. No impairment was recorded during the years ended September 30, 2009, 2008, or 2007.

 

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Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, accounts receivable and unbilled fees. The Company deposits its cash with high credit quality financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits.

Work performed for governmental entities accounted for approximately 78%, 74%, and 75%, of revenue for the years ended September 30, 2009, 2008, and 2007, respectively. Accounts receivable and unbilled fees from governmental entities were $79.7 million and $67.4 million, respectively at September 30, 2009, and $67.8 million and $50.5 million, respectively, at September 30, 2008. For the years ended September 30, 2009, 2008, and 2007, revenue of $81.5 million, $94.0 million, and $90.5 million, respectively, were derived from various districts of the Florida Department of Transportation, or FDOT, under numerous contracts. These revenues are primarily in the Consulting Services segment. While the loss of any individual contract would not have a material adverse effect on the Company’s results of operations and would not adversely impact the Company’s ability to continue work under other contracts with the FDOT, the loss of all, or a significant number of the FDOT contracts could have a material adverse effect on the Company’s results of operations.

Ongoing credit evaluations of customers are performed and generally no collateral is required. The Company provides an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

Derivative Instruments and Hedging Activities

During the quarter ended December 31, 2008, the Company entered into an interest rate swap agreement, also referred to as the Swap, to manage its cash flow exposure associated with changing interest rates in connection with its Orlando mortgage. The Company accounts for the Swap in accordance with FASB ASC 815-10, Derivatives and Hedging — Overall. The Company does not purchase or hold any derivative instruments for speculative or trading purposes. The interest rate swap agreement owned by the Company at September 30, 2009 is not designated as a hedge. Accordingly, adjustments to reflect changes in the fair value, which are adjusted monthly, are recorded in earnings.

Estimated Liability for Self-Insurance

The Company is self-insured up to certain limits for costs associated with general liability, workers’ compensation and employee health coverage. The Company also maintains a stop loss insurance policy with a third party insurer to limit the Company’s exposure to individual and aggregate claims made. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates of incurred but not reported claims, net of payments made. Our professional liability coverage is on a “claims-made basis” meaning the coverage applies to claims made during a policy year regardless of when the causative action took place. All other coverages are “occurrence-basis” meaning that the policy in place when the injury or damage occurred is the policy that responds regardless of when the claim is made. Our professional liability limits per policy year are $60 million with a per claim deductible of $125,000 plus an annual aggregate retention of $3 million. This coverage would also cover the Company for a claim against a subcontractor of the Company. At September 30, 2009 and 2008, the Company had total self-insurance accruals reflected in accrued expenses and other current liabilities in our consolidated balance sheets of $5.8 million and $9.4 million, respectively. These estimates are subject to variability due to changes in trends of losses for outstanding claims and incurred but not recorded claims, including external factors such as future inflation rates, benefit level changes and claim settlement patterns.

Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting shareholders’ investment and minimum pension liability that, under generally accepted accounting principles, are excluded from net income.

 

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The components of other comprehensive income for the years ended September 30, 2009, 2008, and 2007 are as follows:

 

     Years Ended September 30,
(Dollars in thousands)    2009     2008    2007

Net income

   $ 23,618      $ 15,472    $ 19,098

Other comprehensive income (loss):

       

Unrealized gain on available for sale marketable securities, net of tax

     308        —        —  

Loss recognized due to curtailment and settlement of deferred compensation plan

     —          1,137      —  

Minimum pension liability adjustment, net of tax

     (297     102      901
                     

Total comprehensive income

   $ 23,629      $ 16,711    $ 19,999
                     

The components in accumulated other comprehensive loss as of September 30, 2009 and 2008 are as follows:

 

     September 30,  
(Dollars in thousands)    2009     2008  

Deferred net pension loss, net of tax

   $ (304   $ (7

Unrealized gain on marketable equity securities, net of tax

   $ 308     
                

Accumulated other comprehensive loss

   $ 4      $ (7
                

Subsequent Events

The Company evaluated events occurring between the end of our most recent fiscal year and January 13, 2010, the date the financial statements were issued.

Recently Adopted Accounting Pronouncements

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, or SFAS 165. This guidance is included in FASB ASC 855-10, Subsequent Events — Overall. SFAS 165 establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Among other things, SFAS 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS 165 is effective for the Company’s quarter ended June 30, 2009. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, or SFAS 157. This guidance is included in FASB ASC 820, Fair Value Measurement and Disclosures. SFAS 157 provides guidance for using fair value to measure assets and liabilities. SFAS 157 also requires expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. At the beginning of fiscal 2009, the Company partially adopted SFAS 157 as allowed by FASB Staff Position, or FSP, 157-2. FSP 157-2 delayed the effective date of SFAS 157 for nonfinancial assets and liabilities except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. FSP 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, which clarified the application of SFAS 157 in inactive markets, was issued in October 2008 and was effective with the adoption of SFAS 157. Beginning with the first quarter of fiscal 2009, the Company applied the provisions of SFAS 157 to its financial instruments and non-financial instruments which are disclosed on a recurring basis, and the impact was not material. Under FSP 157-2, the Company will

 

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not be required to apply SFAS 157 to all nonfinancial assets and liabilities until the beginning of fiscal 2010. The Company is currently reviewing the applicability of SFAS 157 to its nonfinancial assets and liabilities, as well as the potential impact on its consolidated financial statements.

In April 2009, the FASB issued the following three related Staff Positions intended to provide additional application guidance regarding fair value measurements and impairment of securities.

 

  (i) FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions That Are Not Orderly, or FSP 157-4, (included in FASB ASC 820-10, Fair Value Measurements and Disclosures — Overall). FSP 157-4 provides guidance on how to determine the fair value of assets and liabilities under SFAS 157 in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price. If the Company were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to normal market activities, quoted market values may not be representative of fair value and the Company may conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate.

 

  (ii) FSP 115-2 and FSP 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (included in FASB ASC 825-10-50, Financial Instruments — Overall — Disclosure). FSP 115-2 and FSP 124-2 modify the requirements for recognizing other-than-temporarily impaired debt securities and revise the existing impairment model for such securities, by modifying the current intent and ability indicator in determining whether a debt security is other-than-temporarily impaired.

 

  (iii) FSP 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (included in FASB ASC 320-10-35, Investments — Overall — Subsequent Measurement). This guidance was effective for interim and annual periods ending after June 15, 2009. FSP 107-1 and APB 28-1 enhance the disclosure of instruments under the scope of SFAS 157 for both interim and annual periods.

The Company adopted the provisions of the three Staff Positions in the quarter ended June 30, 2009. The adoptions did not have a material effect on the Company’s consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, or SFAS 159. This guidance is included in FASB ASC 825, Financial Instruments. SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company chose not to elect the fair value option for eligible items, and accordingly, the adoption of SFAS 159 in the first quarter of fiscal 2009 had no impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In August 2009, the FASB issued Accounting Standards Update 2009-5, Fair Value Measurements and Disclosures, Measuring Liabilities at Fair Value, or ASU 2009-05. ASU 2009-05 provides amendments to FASB ASC 820-10, Fair Value Measurements and Disclosures — Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using a valuation technique that uses the quoted price of the identical liability when traded as an asset, the quoted prices for similar liabilities or similar liabilities when traded as assets or another valuation technique that is consistent with the principles of FASB ASC 820. The amendments in the update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in the update also clarify that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in ASU 2009-05 is effective for the first fiscal quarter of 2010. The Company is currently evaluating the impact of this update on its consolidated financial statements.

 

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In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R), or SFAS 167. This guidance is included in FASB ASC 810, Consolidation. SFAS 167 amends the consolidation guidance applicable to variable interest entities and the definition of a variable interest entity, and requires enhanced disclosures to provide more information about an enterprise’s involvement in a variable interest entity. This statement also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity. SFAS 167 is effective for the Company’s fiscal year beginning October 1, 2010. The Company is currently evaluating the impact of this statement on its consolidated financial statements.

In April 2009, the FASB issued FSP 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. This guidance is included in FASB ASC 805-20, Business Combinations. FSP 141(R)-1 amends and clarifies SFAS No. 141(R) to address application issues associated with initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSP 141(R)-1 is effective for business combinations occurring in the first quarter of fiscal 2010. The Company is currently evaluating the impact of this statement on its consolidated financial statements.

In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of Intangible Assets. This guidance is included in FASB ASC 350-30, Intangibles — Goodwill and Other. FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142, Goodwill and Other Intangible Assets, or SFAS 142. In developing assumptions about renewal or extensions, FSP 142-3 requires an entity to consider its own historical experience (or, if no experience, market participant assumptions) adjusted for the entity-specific factors. FSP 142-3 expands the disclosure requirements of SFAS 142 and is effective for financial statements issued for fiscal years beginning after December 15, 2008 and is effective for the Company at the beginning of fiscal year 2010. Early adoption is prohibited. The Company does not believe the adoption of FSP 142-3 will have a material impact on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, or SFAS 161. This guidance is included in FASB ASC 815-10, Derivatives and Hedging — Overall. SFAS 161 amends and expands the disclosure requirements of SFAS 133 with the intent to provide users of financial statements with an enhanced understanding of (i) how and why an entity uses derivative instruments; (ii) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for the Company beginning October 1, 2009. The Company does not believe the adoption of this statement will have a material impact on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”, or SFAS 141(R). This guidance is included in FASB ASC 805-10, Business Combinations. The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. The Company is required to adopt the recognition and related disclosure provisions of SFAS 141(R) beginning with interim periods of fiscal year ending September 30, 2010; earlier adoption is prohibited. The Company is currently evaluating the impact of this statement on its consolidated financial statements.

2. Misappropriations Loss and Accrued Reimbursement Liability

In connection with an investigation conducted by independent counsel in a prior year, it was revealed that at least $36.6 million was misappropriated from the Company between January 1, 1998 and the discovery of the misappropriations in March 2005.

The Company determined that the misappropriation scheme led to the overstatement of overhead rates that the Company used to determine billings in connection with certain of its government contracts. As a result, some

 

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government clients were overcharged for the Company’s services. The Company determined corrected overhead rates considering both the impact of the misappropriations and the impact of additional errors identified. The Company and its advisors worked with its government clients to finalize any refundable amounts. The cumulative refund amount, before any payments, resulting from the overstated overhead rates was $35.0 million through September 30, 2009.

Based on settlements to date and new information, the Company changed its estimate of the accrued reimbursement liability and recorded a reduction in the liability with a corresponding increase in revenues in the amount of $122,000 and $2.3 million in the years ended September 30, 2009 and 2008, respectively. At September 30, 2009 and, 2008, the accrued reimbursement liability was $946,000 and $2.2 million, respectively, in the accompanying consolidated balance sheets.

The following table shows the activity in the accrued reimbursement liability during the years ended September 30, 2009 and 2008:

 

     Years Ended September 30,  
(Dollars in thousands)        2009             2008      

Balance at October 1,

   $ 2,186        8,385   

Payments

     (1,118     (3,817

Interest and other

     —          (100

Adjustments

     (122     (2,282
                

Balance at September 30,

   $ 946      $ 2,186   
                

Insurance Proceeds and Gain/Loss on Recoveries

The Company carries insurance to cover fiduciary and crime liability. These policies are renewed on an annual basis and were in effect for the periods in which the misappropriations took place. The Company filed a claim under the annual crime policy for the period ended April 2005, which is referred to as the 2005 Policy, to recover some of the misappropriation losses which resulted from the embezzlement. In January 2007, the Company received $2.0 million, the stated limit under the 2005 Policy. The insurance proceeds were recognized in insurance proceeds and gain on recoveries, net of misappropriation loss in the accompanying consolidated statement of operations for the year ended September 30, 2007. In August 2007, the Company filed suit seeking a declaration that the insurance carrier is obligated to the Company for losses suffered as a result of the embezzlement for policy years 1991 through 2004. The amount of recovery sought for those policy years was $17.0 million. In August 2008, the initial motion for summary judgment was denied by the court. In September 2008, the Company filed a notice of appeal. The Company dropped the case in the fourth quarter of fiscal 2009.

Gain from recovered assets has been recognized at the estimated fair value of the assets recovered, less related debt and estimated costs to sell the assets, and it is included in gain on recoveries, net of misappropriation loss in the accompanying consolidated statements of operations for fiscal year 2007.

In addition to the misappropriation loss, the Company has incurred certain professional fees and other costs that relate to the investigation of the embezzlement and the recovery of assets. These expenses include legal fees, forensic audit fees and related costs, and other costs associated with the recovery of misappropriated assets. Collectively, these costs are stated as investigation and related costs in the accompanying consolidated statements of operations and are recorded in the period the costs are incurred.

 

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The following table sets forth the components of the misappropriation loss for the year ended September 30, 2007 and related investigation expenses. There were no such costs incurred in 2009 and 2008.

 

(Dollars in thousands)    September 30,
2007
 

Misappropriation loss

   $ —     

Insurance proceeds from misappropriation loss

     (2,000

Loss on recoveries

     11   
        

Insurance proceeds and gain on recoveries, net of misappropriation loss

     (1,989
        

Legal fees

     1,541   

Forensic accounting fees and related costs

     2,185   

Other

     76   
        

Investigation and related costs

     3,802   
        

Total

   $ 1,813   
        

3. Assets Held for Sale

During the course of the investigation described in Note 2, the Company identified and recovered certain assets from the perpetrators of the misappropriation that were acquired using misappropriated Company funds. Assets recovered during the investigation and not yet liquidated, are recorded at estimated fair value less estimated costs to sell. Certain of these assets were originally classified as held for sale.

At September 30, 2009 and 2008, the remaining assets held for sale, consisting of a condominium and jewelry, with a carrying value of approximately $282,000 and $393,000, respectively, have been included in other assets in the accompanying consolidated balance sheet as such assets did not meet the criteria to be classified as assets held for sale. Impairment charges of $111,000 and $75,000 were recognized on the condominium during fiscal year 2009 and 2008, respectively, and are included in general and administrative expenses in the accompanying consolidated statements of operations for the years ended September 30, 2009 and 2008. The Company intends to sell the remaining assets as soon as practicable.

During fiscal year 2007, the Company sold a real estate asset for $3.7 million which was subject to a mortgage of $2.1 million. The Company recognized an additional $98,000 in losses, primarily due to additional unanticipated closing costs related to the sale and interest payments on the debt which is included in insurance proceeds and gain on recoveries, net of misappropriation loss in the accompanying consolidated statement of operations for the year ended September 30, 2007.

4. Fair Value Measurement

In the first quarter of fiscal 2009, the Company adopted FAS 157 for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. This guidance is included in FASB ASC 820, Fair Value Measurements and Disclosures. FAS 157 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.

 

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ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

   

Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets.

 

   

Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets with insufficient volume or infrequent transactions (less active markets) or model-driven valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data, including market interest rate curves, referenced credit spreads and pre-payment rates.

 

   

Level 3 includes financial instruments for which fair value is derived from valuation techniques including pricing models and discounted cash flow models in which one or more significant inputs are unobservable, including the Company’s own assumptions. The pricing models incorporate transaction details such as contractual terms, maturity and, in certain instances, timing and amount of future cash flows, as well as assumptions related to liquidity and credit valuation adjustments of marketplace participants.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

As of September 30, 2009, the Company held assets that are required to be measured at fair value on a recurring basis. The following table presents information on these assets as well as the fair value hierarchy used to determine the fair value (in thousands):

 

          Fair Value Measurements at
September 30, 2009
(in thousands)    Total    Quoted Prices
in Active
Markets for
Identical
Assets

(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs

(Level 3)

Assets

           

Marketable Equity Securities

   $ 3,762    $ 3,762    $ —      $ —  
                           

Total

   $ 3,762    $ 3,762    $ —      $ —  
                           

Liabilities

           

Interest Rate Swap Liability

   $ 1,027    $ —      $ 1,027    $ —  
                           

Total

   $ 1,027    $ —      $ 1,027    $ —  
                           

The marketable securities include investments in mutual funds for which quoted market prices are available on active markets. The fair value of the Swap is estimated using industry standard valuation models using market-based observable inputs including interest rate curves.

The fair value of the Company’s cash equivalents, accounts receivables, unbilled fees and trade accounts payable approximates book value due to the short-term maturities of these instruments. The carrying amounts of the Company’s cash surrender value of life insurance policies are based on quoted market values or cash surrender value at the reporting date. The fair value of the Company’s debt approximates the carrying value, as such instruments are based on variable rates of interest.

 

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5. Cash Surrender Value of Life Insurance

The Company is the beneficiary of corporate-owned life insurance policies on certain current and former employees with a net cash surrender value of $8.1 million and $11.2 million at September 30, 2009 and September 30, 2008, respectively.

In December 2008, the Company received proceeds of $4.0 million through loans against the cash value of its life insurance policies. The loan balance is recorded net against the cash surrender value of life insurance in the accompanying consolidated balance sheet at September 30, 2009. Additionally, in December 2008, the Company surrendered certain life insurance policies and received proceeds of $4.0 million, all of which was used to purchase a new life insurance policy.

6. Property and Equipment

Property and equipment consisted of the following:

 

(Dollars in thousands)    Estimated Useful
Lives
   September 30,  
      2009     2008  

Land

      $ 1,756      $ 1,756   

Building and building improvements

   10 – 40 years      10,447        10,431   

Furniture and equipment

   3 – 7 years      29,497        37,123   

Computer equipment

   3 – 5 years      35,364        31,631   

Vehicles

   3 – 10 years      2,853        2,361   

Leasehold improvements

   10 years      13,776        13,398   

Construction in process

        966        134   
                   
        94,659        96,834   

Less accumulated amortization and depreciation

        (59,772     (60,889
                   

Property and equipment at cost, net

      $ 34,887      $ 35,945   
                   

On August 31, 2007 the Company entered into an agreement to sell its Doral, Florida office building, including building improvements, which is referred to as the Doral Property, for $22.1 million in cash. The gain on the sale of the Doral Property, net of $680,000 closing costs, was $16.2 million, of which $13.4 million was deferred. Simultaneous with the closing, the Company entered into a 10-year triple net lease agreement, with an option to renew the lease for additional five years. Under the lease agreement, the base annual rent is $1.7 million and will escalate at the rate of 2% per year. The Company is responsible for all operating expenses, taxes, general liability insurance, repairs and maintenance and other costs of operating the premises.

The Company has accounted for this transaction involving the Doral Property as a sale-leaseback transaction in accordance with the provisions of ASC 840-40, Leases — Sale-Leaseback Transactions. As a result, the Company recognized in fiscal year 2007, $2.8 million of the total gain on the sale of the Doral Property, representing the excess of the total gain over the present value of the minimum lease payment under the sale-leaseback. The amount of gain recognized is included in general and administrative expenses in the accompanying consolidated statement of operations for the fiscal year ended September 30, 2007. The remaining gain, $13.4 million, has been deferred and is being amortized over the non-cancelable term of the lease in proportion to the related gross rental charges, including the straight-lining of the stipulated rent increases. The amortization of the deferred gain in 2009 and 2008 totaling $1.3 million each year has been recorded as a reduction of rent expense and is included in general and administrative expenses in the accompanying consolidated statements of operations. The current portion of the deferred gain balance, $1.3 million at both September 30, 2009 and 2008, is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The non-current portion of the deferred gain balance of $9.3 million and $10.7 million is included in other liabilities in the accompanying consolidated balance sheets as of September 30, 2009 and 2008, respectively.

 

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The net book value of equipment recorded under capital leases was approximately $132,000 and $1.2 million at September 30, 2009 and 2008, respectively.

Depreciation and amortization expense relating to property and equipment amounted to $10.1 million, $10.4 million, and $10.4 million, for the years ended September 30, 2009, 2008, and 2007, respectively. The Company’s purchases of property and equipment amounted to $8.3 million, $10.4 million and $10.3 million during fiscal years 2009, 2008 and 2007, respectively. Capital expenditures during fiscal year 2009, 2008 and 2007 consisted of property and equipment purchases, such as survey equipment, computer systems, software applications, furniture and equipment and leasehold improvements.

7. Acquisitions

EcoScience Corporation

On February 29, 2008, the Company acquired 100% of the stock of EcoScience Corporation, referred to as EcoScience, for $2.25 million, composed of $2.0 million in cash, 6,750 shares of the Company’s Class A common stock valued at approximately $200,000 and $50,000 cash held in escrow. The purchase price was allocated to the respective assets and liabilities based on their estimated fair values as of the acquisition date. The allocation of the purchase price resulted in assets of $2.8 million, including approximately $790,000 of intangible assets and $1.4 million of goodwill, and liabilities of approximately $593,000. The results of operations of EcoScience are included in the Company’s results of operations beginning on March 1, 2008. EcoScience specializes in the preparation of ecological assessments and environmental impact statements, endangered species determinations, wetland delineations, storm water master planning, hydrologic and hydraulic engineering and surface or groundwater modeling primarily in North Carolina, South Carolina and the Southeast region of the U.S. EcoScience enhances our technical strength in the environmental, water and planning markets and solidifies our general presence in the Southeast.

Peter R. Brown Construction, Inc.

On December 31, 2008, the Company acquired 100% of the issued and outstanding shares of capital stock of Peter R. Brown Construction, Inc., referred to as Peter Brown, for an aggregate purchase price of $16.0 million, composed of $12.0 million in cash, or $1.6 million net of cash acquired, and 137,741 shares of the Company’s Class A common stock valued at $4.0 million. The purchase price was allocated to the respective assets and liabilities based on their estimated fair values as of the acquisition date. The allocation of the purchase price resulted in $12.7 million of intangible assets and $3.3 million of goodwill, all of which is deductible for tax purposes. The intangible assets consist of $3.8 million in customer relationships, $5.0 million in backlog and $3.9 million in trademarks and trade names. The weighted average useful life for customer relationships and backlog is 5.5 years. Trademarks and trade names are not amortizable. Additionally, the Company paid acquisition costs in the amount of approximately $446,000 which have been recorded in goodwill.

The Company initially agreed to pay, in addition to the initial purchase price, contingent consideration of up to a maximum of $2.0 million per year for three years based on a percentage of the amount by which Peter Brown’s earnings before interest and taxes and backlog exceeded threshold amounts during each year in the three year period following the acquisition. Any such contingent consideration paid will be accounted for as additional purchase consideration and included in goodwill in the period it is paid.

For income tax purposes, the Company and the former shareholders of Peter Brown elected to treat the Peter Brown sale as an asset purchase under Internal Revenue Code section 338(h) (10). In connection with this election, in May 2009, the Company paid an additional $734,000 in purchase price to the sellers, which was recorded as additional goodwill.

In June 2009, the Company entered into amended and restated employment agreements with the sellers of Peter Brown. In lieu of any contingent consideration amounts payable under the terms of the previous agreements, the amended employment agreements provide that each of the sellers is entitled to receive a cash

 

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payment of $1.0 million on or before July 1, 2009, thus reducing the total contingent consideration by $3.0 million. The sellers remain eligible to receive an additional cash payment on or before December 31, 2011 of up to $1.0 million each based on Peter Brown (i) backlog at September 30, 2011 and (ii) cumulative earnings before interest and taxes during the period from January 1, 2009 to September 30, 2011. Two-thirds of the additional amount payable under the amended employment agreements will be based on Peter Brown achieving certain earnings targets (although no additional payment based on earnings will be paid if Peter Brown achieves less than 75% of its earnings targets), and one-third of such additional amounts payable under the amended employment agreements will be based on Peter Brown achieving certain targeted backlog amounts. Under the terms of the amended employment agreements, the Company paid $3.0 million in additional purchase price to the sellers on July 1, 2009, which was recorded as goodwill.

The following table details net assets acquired:

 

(Dollars in thousands)     

Cash and cash equivalents

   $ 10,446

Accounts receivable

     15,072

Unbilled fees

     9,011

Other current assets

     24

Property and equipment, net

     853

Intangible assets

     12,700

Goodwill

     7,481
      

Total assets acquired

     55,587
      

Accounts payable and accrued expenses

     31,371

Billings in excess of cost

     3,827

Other liabilities

     208
      

Total liabilities assumed

     35,406
      

Net assets acquired

   $ 20,181
      

Peter Brown is a construction management at risk company, serving long-term clients in Florida and Georgia that works largely in the public sector, building schools, jails, higher education facilities, and a host of institutional buildings. The acquisition supports the Company’s overall corporate strategy of diversifying its business offerings through a family of complementary, subsidiary companies that together focus on providing total infrastructure solutions. A primary factor contributing to a purchase price that resulted in the recognition of goodwill is the intellectual capital of the skilled professionals and senior technical personnel associated with the acquired entity which does not meet the criteria for recognition as an asset apart from goodwill. The results of operations of Peter Brown are included in the Company’s results of operations beginning on January 1, 2009. Goodwill related to the acquisition of Peter Brown is included in a new operating segment entitled Construction Management.

 

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The following table presents the unaudited pro forma combined results of operations of the Company as if Peter Brown had been acquired at the beginning of each period presented. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transaction set forth had occurred on the date indicated or what the Company’s results of operations will be in future periods.

 

     Years Ended September 30,
(in thousands, except per share amounts)    Pro Forma
2009
   Pro Forma
2008
   Pro Forma
2007

Total revenues

   $ 844,668    $ 796,268    $ 730,104
                    

Net income

   $ 26,124    $ 25,484    $ 27,326

Basic per share

   $ 4.69    $ 4.11    $ 4.27

Diluted per share

   $ 4.61    $ 4.05    $ 4.19

Weighted average shares outstanding:

        

Basic

     5,572      6,200      6,396
                    

Diluted

     5,661      6,294      6,528
                    

8. Goodwill and Other Intangible Assets

The changes in the net carrying amounts of goodwill, by segment, for the year ended September 30, 2009 are as follows:

 

     Year Ended September 30, 2009
(Dollars in thousands)    Consulting
Services
   Construction
Management
   Total

Goodwill, beginning of year

   $ 23,071    $ —        23,071

Peter Brown acquisition

        7,481      7,481

Purchase price payments related to previous acquisitions

     55      —        55
                    

Goodwill, end of year

   $ 23,126    $ 7,481    $ 30,607
                    

The Company’s intangible assets consist of the following:

 

          September 30, 2009
(Dollars in thousands)    Estimated
Useful Lives
   Gross
Carrying
Amount
   Accumulated
Amortization

Amortizable

        

Client list

   4 – 10 years    $ 6,413    $ 2,220

Backlog

   1 – 3 years      7,819      6,056

Website

   7 years      200      195

Employee agreements

   3 years      67      67

Non-amortizable

        

Tradenames

        3,900      —  
                
      $ 18,399    $ 8,538
                

 

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