UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Commission file number
September 30, 2000 000-23943
PETER KIEWIT SONS', INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1842817
(State of Incorporation) (I.R.S. Employer Identification No.)
Kiewit Plaza, Omaha Nebraska 68131
(Address of principal executive offices) (Zip Code)
(402) 342-2052
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of each of the registrant's classes
of common stock as of November 14, 2000:
Title of Class Shares Outstanding
Common Stock, $0.01 par value 32,261,340
______________________________________________________________________________
PETER KIEWIT SONS', INC.
Index
Page
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PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements.
Consolidated Condensed Statements of Earnings for the
three and nine months ended September 30, 2000 and 1999 1
Consolidated Condensed Balance Sheets as of September 30, 2000
and December 25, 1999 2
Consolidated Condensed Statements of Cash Flows for the
nine months ended September 30, 2000 and 1999 3
Notes to Consolidated Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 11
Item 3. Quantitative and Qualitative Disclosure about Market Risk. 15
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 16
Signatures 16
Index to Exhibits 17
Page i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
PETER KIEWIT SONS', INC.
Consolidated Condensed Statements of Earnings
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
----------------- ----------------
(dollars in millions,
except per share data) 2000 1999 2000 1999
-----------------------------------------------------------------------------
Revenue $ 1,314 $ 966 $ 3,489 $ 2,526
Cost of revenue (1,263) (884) (3,299) (2,345)
------- ------- ------- ------
51 82 190 181
General and administrative expenses (39) (32) (127) (105)
------- ------- ------- ------
Operating earnings 12 50 63 76
Other income (expense):
Investment income and equity earnings (4) (14) 6 (7)
Interest expense - (2) (3) (4)
Gain on sale of partnership 45 - 45 -
Other, net 12 10 42 41
------- ------- ------- ------
53 (6) 90 30
------- ------- ------- ------
Earnings before income taxes and
discontinued operations 65 44 153 106
Provision for income taxes (25) (17) (60) (42)
------- ------- ------ ------
Earnings from continuing operations 40 27 93 64
Discontinued operations:
Income from materials operations,
net of income tax expense of
$5 and $5 and $12 and $12 7 8 18 18
------- ------- ------- ------
Net earnings $ 47 $ 35 $ 111 $ 82
======= ======= ======= ======
Earnings per share:
Continuing operations:
Basic $ 1.20 $ .78 $ 2.86 $ 1.88
====== ======= ======= ======
Diluted $ 1.17 $ .76 $ 2.79 $ 1.84
======= ======= ======= ======
Discontinued operations:
Basic $ .22 $ .23 $ .57 $ .53
======= ======= ======= ======
Diluted $ .21 $ .23 $ .55 $ .52
======= ======= ======= ======
Net earnings:
Basic $ 1.42 $ 1.01 $ 3.43 $ 2.41
======= ======= ======= ======
Diluted $ 1.38 $ .99 $ 3.34 $ 2.36
======= ======= ======= ======
______________________________________________________________________________
See accompanying notes to consolidated condensed financial statements.
Page 1
PETER KIEWIT SONS', INC.
Consolidated Condensed Balance Sheets
September 30, December 25,
2000 1999
(dollars in millions) (unaudited)
------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 255 $ 338
Marketable securities 5 12
Receivables, less allowance of $6 and $7 566 507
Unbilled contract revenue 116 73
Contract costs in excess of related revenue 30 31
Investment in construction joint ventures 154 197
Deferred income taxes 55 60
Other 14 21
------- -------
Total current assets 1,195 1,239
Property, plant and equipment, less accumulated
depreciation and amortization of $416 and $508 196 243
Other assets 105 117
------- -------
$ 1,496 $ 1,599
======= =======
Liabilities and redeemable common stock
Current liabilities:
Accounts payable, including retainage of
$50 and $50 $ 233 $ 270
Current portion of long-term debt 2 4
Accrued costs on construction contracts 236 120
Billings in excess of related costs and earnings 157 122
Accrued insurance costs 88 84
Other 43 62
------- -------
Total current liabilities 759 662
Long-term debt, less current portion 7 18
Deferred income taxes - 2
Other liabilities 79 67
Minority interest 13 13
------- ------
Total liabilities 858 762
Redeemable common stock ($407 million aggregate redemption value):
Preferred stock, no par value, 250,000 shares authorized,
no shares outstanding - -
Common stock, par $0.01; 125 million shares
authorized and 32,288,840 and 34,876,718
shares outstanding - -
Additional paid-in capital 185 175
Accumulated other comprehensive income (7) (10)
Retained earnings 460 672
------- -------
Total redeemable common stock 638 837
------- -------
$ 1,496 $ 1,599
======= =======
______________________________________________________________________________
See accompanying notes to consolidated condensed financial statements.
Page 2
PETER KIEWIT SONS', INC.
Consolidated Condensed Statements of Cash Flows
(unaudited)
Nine Months Ended
September 30,
------------------
(dollars in millions) 2000 1999
------------------------------------------------------------------------------
Cash flows from operations:
Net cash provided by operations $ 151 $ 189
Cash flows from investing activities:
Proceeds from sales and maturities of
marketable securities 9 1
Purchases of marketable securities (2) (4)
Proceeds from sales of property, plant and equipment 19 22
Acquisitions, net of cash acquired (175) (36)
Proceeds from sale of partnership 86 -
Capital expenditures (78) (45)
Additions to notes receivable (4) (2)
Payments received on notes receivable 1 2
------ ------
Net cash used in investing activities (144) (62)
Cash flows from financing activities:
Payments on long-term debt (3) (22)
Issuance of common stock 32 25
Repurchases of common stock (64) (39)
Dividends paid (18) (16)
Cash distributed in connection with spin-off (47) -
Change in outstanding checks in excess of funds on deposit 10 4
------ ------
Net cash used in financing activities (90) (48)
------ ------
Net (decrease) increase in cash and cash equivalents (83) 79
Cash and cash equivalents at beginning of period 338 227
------ ------
Cash and cash equivalents at end of period $ 255 $ 306
====== ======
______________________________________________________________________________
See accompanying notes to consolidated condensed financial statements.
Page 3
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements
1. Basis of Presentation:
The consolidated condensed balance sheet of Peter Kiewit Sons', Inc. (the
"Company") at December 25, 1999 has been condensed from the Company's audited
balance sheet as of that date. All other financial statements contained
herein are unaudited and, in the opinion of management, contain all
adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of financial position and results of operations and cash
flows for the periods presented. The Company's accounting policies and
certain other disclosures are set forth in the notes to the consolidated
financial statements contained in the Company's Annual Report on Form 10-K.
Receivables at September 30, 2000 and December 25, 1999 include
approximately $107 million and $90 million, respectively, of retainage on
uncompleted projects, the majority of which is expected to be collected within
one year. Included in the retainage amounts are $32 million and $29 million,
respectively, of securities which are being held by the owners of various
construction projects in lieu of retainage. Also included in accounts
receivable are $10 million and $15 million, respectively, of securities held
by the owners which are now due as the contracts are completed. These
securities are carried at fair value which is determined based on quoted
market prices for the securities on hand or for similar investments. Net
unrealized holding gains and losses, if any, are reported as a separate
component of accumulated other comprehensive income, net of tax.
The results of operations for the nine months ended September 30, 2000 are
not necessarily indicative of the results to be expected for the full year.
When appropriate, items within the consolidated condensed financial
statements have been reclassified in the previous periods to conform to
current year presentation.
2. Discontinued Operations:
Pursuant to Accounting Principles Board Opinion No. 30 "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" ("APB 30"), the consolidated financial statements of the Company
have been reclassified to reflect the spin-off of the Company's materials
business (the "Materials Business") that was effected on September 30, 2000.
Accordingly, the revenues, costs and expenses of the Materials Business have
been segregated in the Consolidated Condensed Statements of Income. The net
operating results of the Materials Business have been reported as
"Discontinued Operations" in the accompanying consolidated condensed financial
statements.
Summarized financial information for the discontinued operations is as
follows:
______________________________________________________________________________
Page 4
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
2. Discontinued Operations (Continued):
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
(dollars in millions) 2000 1999 2000 1999
------------------------------------------------------------------------------
Revenues $ 132 $ 114 $ 360 $ 322
Income from discontinued operations
(after applicable income taxes of
$6 and $5 and $13 and $12) 9 8 20 18
Loss on disposal of business* (after
applicable income tax benefit of $1
for the three and nine months ended
September 30, 2000) (2) - (2) -
------ ------ ------ -----
Income from discontinued operations $ 7 $ 8 $ 18 $ 18
====== ====== ====== =====
September 30, 2000 December 25, 1999
------------------ -----------------
Current assets $ 135 $ 144
Total assets 351 277
Current liabilities 53 51
Total liabilities 72 67
Net assets of discontinued operations 279 210
*The loss on disposal of the Materials Business for the three and nine
months ended September 30, 2000 reflects the costs directly associated with
the disposition.
______________________________________________________________________________
Page 5
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
3. Earnings Per Share:
Basic earnings per share has been computed using the weighted average
number of shares outstanding during each period. Diluted earnings per share
gives effect to convertible debentures considered to be dilutive common stock
equivalents. The potentially dilutive convertible debentures are calculated
in accordance with the "if converted" method. This method assumes that the
after-tax interest expense associated with the debentures is an addition to
income and the debentures are converted into equity with the resulting common
shares being aggregated with the weighted average shares outstanding.
Three Months Ended Nine Months Ended
September 30, September 30,
----------------- -----------------
2000 1999 2000 1999
---- ---- ---- ----
Earnings from continuing operations
(in millions) $ 40 $ 27 $ 93 $ 64
Earnings from discontinued operations 7 8 18 18
------ ------ ------ ------
Net earnings available to common
stockholders 47 35 111 82
Add: Interest expense, net of tax effect,
associated with convertible debentures * * * *
------ ------ ------ ------
Net earnings for diluted shares $ 47 $ 35 $ 111 $ 82
====== ====== ====== ======
Total number of weighted average shares
outstanding used to compute basic
earnings per share (in thousands) 32,636 34,932 32,289 34,119
====== ====== ====== ======
Additional dilutive shares assuming
conversion of convertible debentures 1,016 700 1,023 705
------ ------ ------ ------
Total number of shares used to compute
diluted earnings per share 33,652 35,632 33,312 34,824
====== ====== ====== ======
Continuing operations:
Basic earnings per share $ 1.20 $ .78 $ 2.86 $ 1.88
Diluted earnings per share $ 1.17 $ .76 $ 2.79 $ 1.84
Discontinued operations:
Basic earnings per share $ .22 $ .23 $ .57 $ .53
Diluted earnings per share $ .21 $ .23 $ .55 $ .52
Net earnings:
Basic earnings per share $ 1.42 $ 1.01 $ 3.43 $ 2.41
Diluted earnings per share $ 1.38 $ .99 $ 3.34 $ 2.36
Interest expense attributable to convertible debentures was less
than $.5 million.
______________________________________________________________________________
Page 6
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
4. Comprehensive Income:
Comprehensive income includes net income, unrealized gains (losses) on
securities and foreign currency translation adjustments which are charged or
credited to the cumulative translation account within Redeemable Common Stock.
Comprehensive income for the three months and nine months ended September 30,
2000 and 1999 was as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
(dollars in millions) 2000 1999 2000 1999
------------------------------------------------------------------------------
Net earnings $ 47 $ 35 $111 $ 82
Other comprehensive income, before tax:
Foreign currency translation
adjustments (2) (1) - 3
Unrealized gains (losses) arising
during period (1) 5 (5) 3
Reclassification adjustments for
losses included in net earnings 9 18 9 18
Income tax (expense) benefit related
to items of other comprehensive
income (2) (7) (1) (8)
Comprehensive income $ 51 $ 50 $114 $ 98
5. Segment Data:
The Company primarily operates in the construction industry and currently
has one reportable operations segment. The Company's other operations consist
of the coal mining operation acquired on September 26, 2000. The Construction
segment performs services for a broad range of public and private customers
primarily in North America. Construction services are performed in the
following construction markets: transportation (including highways, bridges,
airports, railroads and mass transit), commercial buildings, water supply,
sewage and waste disposal, dams, mining, power, telecommunication
infrastructure, heating and cooling, and oil and gas. As described in note 2,
the Company has reclassified the results of operations of its Materials
Business as discontinued operations. The Materials Business was previously
disclosed as a separate operating segment. The following segment data have
been restated to exclude amounts related to the Materials Business.
______________________________________________________________________________
Page 7
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
5. Segment Data (Continued):
Intersegment sales are recorded at cost. Operating earnings is comprised
of net sales less all identifiable operating expenses, allocated general and
administrative expenses, depreciation and amortization. Investment income,
interest expense and income taxes have been excluded from segment operations.
The management fee earned by the Company as described in Note 6 is excluded
from the segment information that follows as it is included in other income on
the Statement of Earnings and not included in operating earnings. Segment
asset information has not been presented as it is not reported to or reviewed
by the chief operating decision maker.
Three Months Ended Three Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
(dollars in millions) Construction Other Construction Other
------------------------------------------------------------------------------
Revenue
External customers $1,314 $ * $ 966 $ -
Intersegment - - - -
------ ------ ------ ------
Total revenue 1,314 * 966 -
Elimination of intersegment revenue - - - -
------ ------ ------ ------
Total consolidated revenue $1,314 $ * $ 966 $ -
====== ====== ====== ======
Operating earnings $ 12 $ * $ 50 $ -
====== ====== ====== ======
Nine Months Ended Nine Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
(dollars in millions) Construction Other Construction Other
------------------------------------------------------------------------------
Revenue
External customers $3,489 $ * $2,526 $ -
Intersegment - - - -
------ ------ ------ ------
Total revenue 3,489 * 2,526 -
Elimination of intersegment revenue - - - -
------ ------ ------ ------
Total consolidated revenue $3,489 $ * $2,526 $ -
====== ====== ====== ======
Operating earnings $ 63 $ * $ 76 $ -
====== ====== ====== ======
* Amounts were less than $.5 million
During the third quarter 2000 and 1999, the Company earned 38.4% and 23.6%,
respectively, of revenues from contracts with Level 3 Communications, Inc.
("Level 3"). For the first nine months of 2000, the Company earned 42.4% of
revenues from contracts with Level 3, as compared to 18.9% for the same period
in 1999.
______________________________________________________________________________
Page 8
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
6. Other Matters:
Materials Spin-Off:
On September 30, 2000, the Company distributed all of the 32,288,840 shares of
common stock of its former subsidiary, Kiewit Materials Company ("Materials"),
it then held to stockholders of the Company in a Spin-off (the "Materials
Spin-off"). In the Materials Spin-off, each stockholder of the Company
received one share of Materials common stock ("Materials Stock") for each
share of Common Stock they held on the record date for the Materials Spin-off.
Prior to the Materials Spin-off, the Company also completed a share exchange
offer and debenture exchange offer, both of which expired on September 14,
2000, pursuant to which holders of Common Stock and the Company's convertible
debentures collectively exchanged 1,081,226 shares of Common Stock and
$13,095,000 principal amount of the Company's convertible debentures for: (1)
4,055,029 shares of Materials Stock; (2) $670,000 principal amount of
Materials convertible debentures; and (3) $5,475,045 principal amount of the
Company's new reduced principal convertible debentures. As a result of the
Materials Spin-off, the Company and Materials now operate as two separate
independent companies.
In connection with the Materials Spin-off, Materials and the Company entered
into various agreements including a Separation Agreement (the "Materials
Separation Agreement") and a Tax Sharing Agreement (the "Materials Tax Sharing
Agreement").
The Materials Separation Agreement provides for the allocation of certain
risks and responsibilities between Materials and the Company and for cross-
indemnifications that are intended to allocate financial responsibility to the
Company for liabilities arising out of the construction business and to
allocate to Materials liabilities arising out of the Materials Businesses.
Under the Materials Tax Sharing Agreement, with respect to periods, or
portions thereof, ending on or before the Materials Spin-off, Materials and
the Company generally will be responsible for paying the taxes relating to
such returns, including any subsequent adjustments resulting from the
redetermination of such tax liabilities by the applicable taxing authorities,
that are allocable to the Materials Business and construction business,
respectively. The Materials Tax Sharing Agreement also provides that
Materials and the Company will indemnify the other from certain taxes and
expenses that would be assessed if the Materials Spin-off were determined to
be taxable, but solely to the extent that such determination arose out of the
breach by Materials or the Company, respectively, of certain representations
made to the Internal Revenue Service in connection with the private letter
ruling issued with respect to the Materials Spin-off.
Level 3 Spin-Off:
In connection with the spin-off of the Company from Level 3 in 1998, various
agreements were entered into including a Separation Agreement (the "Level 3
Separation Agreement"), a Tax Sharing Agreement (the "Level 3 Tax Sharing
Agreement") and an amended Mine Management Agreement.
The Level 3 Separation Agreement provides for the allocation of certain
risks and responsibilities between Level 3 and the Company and for cross-
indemnifications that are intended to allocate financial responsibility to the
Company for liabilities arising out of the construction business and to
allocate to Level 3 financial responsibility for liabilities arising out of
the non-construction businesses.
______________________________________________________________________________
Page 9
PETER KIEWIT SONS', INC.
Notes to Consolidated Condensed Financial Statements - (Continued)
6. Other Matters, (Continued):
The Level 3 Tax Sharing Agreement provides, with respect to periods, or
portions thereof, ending on or before the closing date of the spin-off that
Level 3 and the Company generally will be responsible for paying the taxes
relating to such periods, including any subsequent adjustments resulting from
the redetermination of such tax liabilities by the applicable taxing
authorities, that are allocable to the non-construction businesses and
construction businesses, respectively. The Level 3 Tax Sharing Agreement also
provides that Level 3 and the Company will indemnify the other from certain
taxes and expenses that would be assessed if the Level 3 Spin-off was
determined to be taxable, but solely to the extent that such determination
arose out of the breach by Level 3 or the Company, respectively, of certain
representations made to the Internal Revenue Service in connection with the
ruling issued with respect to the Level 3 Spin-off or made in the Level 3 Tax
Sharing Agreement. If the Level 3 Spin-off was determined to be taxable for
any other reason, those taxes would be allocated 50% to Level 3 and 50% to the
Company. Finally, under certain circumstances, Level 3 would make certain
liquidated damage payments to the Company if the Level 3 Spin-off was
determined to be taxable in order to take into account the fact that the Level
3 Spin-off is taxable to the holders of Common Stock.
The amended Mine Management Agreement, pursuant to which the Company
provides mine management and related services to Level 3's coal mining
operations, provides the Company with a right of offer in the event that Level
3 would determine to sell any or all of its coal mining properties. Under the
right of offer, Level 3 would be required to offer to sell those properties to
the Company at the price that Level 3 would seek to sell the properties to a
third party. If the Company declined to purchase the properties at that
price, Level 3 would be free to sell them to a third party for an amount
greater than or equal to that price. If Level 3 sold the properties to a
third party, thus terminating the Mine Management Agreement, it would be
required to pay the Company an amount equal to the discounted present value of
the Mine Management Agreement, determined, if necessary, by an appraisal
process.
Dispositions and Acquisitions:
On September 27, 2000, the Company sold its interest in the Aker Gulf Marine
partnership for $86 million. A gain of $45 million was recognized in the
Statement of Earnings.
On September 26, 2000, the Company acquired 100% of Walnut Creek Mining
Company, a lignite mining business located in Robertson County, Texas for $94
million. The acquisition has been accounted for as a purchase, and the final
purchase price allocation will be determined when additional information
becomes available.
Other:
The Company is involved in various other lawsuits and claims incidental to its
business. Management believes that any resulting liability, beyond that
provided, should not materially affect the Company's financial position,
future results of operations or future cash flows.
______________________________________________________________________________
Page 10
PETER KIEWIT SONS', INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
This document contains forward looking statements and information that
are based on the beliefs of management as well as assumptions made by and
information currently available to the Company. When used in this document,
the words "anticipate," "believe," "estimate," "expect" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current
views of the Company with respect to future events and are subject to certain
risks or uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this document.
On September 30, 2000, the Company effected a spin-off of its Materials
Business to its stockholders. As described in Note 2 of the Consolidated
Condensed Financial Statements, the Company has reclassified the results of
operations of its Materials Business as discontinued operations.
Results of Operations - Third Quarter 2000 vs. Third Quarter 1999
Revenue. Construction revenue for the third quarter of 2000 increased
$348 million or 36% from the same time period in 1999. The most significant
factor contributing to this increase was a large fiber optic project where
installation was being performed only in selected locations during the third
quarter of 1999 as compared to nationwide installation being performed during
the third quarter of 2000.
Contract backlog at September 30, 2000 was $3.1 billion of which 3.9% is
attributable to foreign operations located in Canada. Domestic projects are
spread geographically throughout the U.S.
Margin. Margins, as a percentage of revenue, for the third quarter of
2000 decreased to 3.9% compared to 8.5% for the same period in 1999. Cost
overruns on certain significant projects contributed to the decrease. Margins
may vary between periods due to the inherent uncertainties associated with
fixed price contracts, as well as seasonality and the stage of completion of
individual projects.
General and Administrative Expenses. General and administrative expenses
for the third quarter of 2000 increased $7 million to $39 million when
compared to the same period in 1999. The increase was attributed to
increased compensation and travel costs. As a percentage of revenue, general
and administrative expenses decreased from 3.3% in the third quarter of 1999
to 3.0% in the same period in 2000 as a proportionate increase in
administrative costs was not necessary to support the Company's revenue
growth.
Investment Income and Equity Earnings. During the third quarter 2000
and 1999, the Company determined that the decline in market value of an
investment security was other-than-temporary. This investment was written
down to the current market value and losses of $9 million and $18 million,
respectively, were recognized in the Statement of Earnings. Prior to each
write-down, this investment had been carried at market value and the write-
down had been recorded as an unrealized loss as a separate component of other
comprehensive income. As a result, this write-down had no effect on total
comprehensive income or total redeemable common stock. Subsequent changes in
the market value of the security will be included as a separate component of
comprehensive income.
Gain on Sale of Partnership. On September 27, 2000, the Company sold its
interest in the Aker Gulf Marine partnership for $86 million. A gain of $45
million was recognized in the Statement of Earnings.
Other, net. Other income is comprised primarily of mine management
fee income from Level 3 and gains and losses on the disposition of property,
plant and equipment and other assets.
______________________________________________________________________________
Page 11
During the third quarter 2000 and 1999, the Company managed three
active coal mines for Level 3. Fees for these services for the third quarter
2000 were $8 million as compared to $9 million for the same period in 1999.
The decrease is due to timing of revenues generated from a customer. The
Company's fee is a percentage of adjusted operating earnings of the coal
mines, as defined in the mine management agreement with Level 3. The mines
managed by the Company for Level 3 earn the majority of their revenues under
long-term contracts. The remainder of the mines' sales are made on the spot
market where prices are substantially lower than those of the long-term
contracts. After a significant long-term contract expires in 2000, adjusted
operating earnings at the mines will decrease substantially, thereby
decreasing the annual management fee earned by the Company to approximately $6
million in 2001. On September 26, 2000, the Company acquired Walnut Creek
Mining Company, a mine previously managed for Level 3.
Additionally, the Minerals Management Service and Montana Department
of Revenue have issued separate assessments to the Level 3 mines for the
underpayment of royalties and production taxes. On May 9, 2000, the Montana
Supreme Court issued an order dismissing the assessment of the Montana
Department of Revenue. Level 3 is vigorously contesting the Minerals
Management Service assessment. If Level 3 is ultimately required to pay the
Minerals Management Service assessment of approximately $18.9 million, of
which $9.3 million is principal and $9.6 million is interest, the payment
would decrease future mine management fees in total by as much as $2.8
million, but will not affect fees previously received.
Net gains on the disposition of property, plant and equipment and other
assets increased to $3 million in the third quarter of 2000 from $1 million in
the same period in 1999. The increase is due to additional sales of excess
construction equipment.
Provision for income taxes. The effective income tax rate during the
third quarter of 2000 and 1999 was 40%. This rate differs from the federal
statutory rate of 35% primarily due to state income taxes.
Results of Operations - Nine Months 2000 vs. Nine Months 1999
Revenue. Construction revenue for the first nine months of 2000
increased $963 million or 38% from the same time period in 1999. The most
significant factor contributing to this increase was a large fiber optic
project where installation was being performed only in selected locations
during the first nine months of 1999 as compared to nationwide installation
being performed during the first nine months of 2000.
Margins. Margins, as a percentage of revenue, for the first nine
months of 2000 decreased to 5.4% compared to 7.2% for the same time period in
1999. Cost overruns on certain significant projects contributed to the
decrease. Margins may vary between periods due to the inherent uncertainties
associated with fixed price contracts, as well as seasonality and the stage of
completion of individual projects.
General and Administrative Expenses. General and administrative
expenses for the first nine months of 2000 increased $22 million to $127
million when compared to the same period in 1999. The increase was attributed
to increased compensation and travel costs. As a percentage of revenue,
general and administrative expenses decreased from 4.2% in the first nine
months of 1999 to 3.6% in the same period of 2000 as a proportionate increase
in administrative costs was not necessary to support the Company's revenue
growth.
Investment Income and Equity Earnings. During the third quarter 2000
and 1999, the Company determined that the decline in market value of an
investment security was other-than-temporary. This investment was written
down to the current market value and losses of $9 million and $18 million,
respectively, were recognized in the Statement of Earnings. Prior to each
writedown, this investment had been carried at market value and the write-down
had been recorded as an unrealized loss as a separate component of other
comprehensive income. As a result, this write-down had no effect on total
comprehensive income or total redeemable common stock. Subsequent changes in
the market value of the security will be included as a separate component of
comprehensive income.
Gain on Sale of Partnership. On September 27, 2000, the Company sold its
interest in the Aker Gulf Marine partnership for $86 million. A gain of $45
million was recognized in the Statement of Earnings.
______________________________________________________________________________
Page 12
Other, net. Other income is primarily comprised of mine management fee
income from Level 3 and gains and losses on the disposition of property, plant
and equipment and other assets.
During the nine months ended September 30, 2000 and 1999, the Company
managed three active coal mines for Level 3. Fees for these services for the
first nine months of 2000 were $24 million as compared to $23 million for the
same period in 1999. The increase is due to timing of revenues generated from
a customer. The Company's fee is a percentage of adjusted operating earnings
of the coal mines, as defined in the mine management agreement with Level 3.
The mines managed by the Company for Level 3 earn the majority of their
revenues under long-term contracts. The remainder of the mines' sales are
made on the spot market where prices are substantially lower than those of the
long-term contracts. After a significant long-term contract expires in 2000,
adjusted operating earnings at the mines will decrease substantially, thereby
decreasing the annual management fee earned by the Company to approximately $6
million in 2001. On September 27, 2000, the Company acquired Walnut Creek
Mining Company, a mine previously managed for Level 3.
Additionally, the Minerals Management Service and Montana Department
of Revenue have issued separate assessments to the Level 3 mines for the
underpayment of royalties and production taxes. On May 9, 2000, the Montana
Supreme Court issued an order dismissing the assessment of the Montana
Department of Revenue. Level 3 is vigorously contesting the Minerals
Management Service assessment. If Level 3 is ultimately required to pay the
Minerals Management Service assessment of approximately $18.9 million, of
which $9.3 million is principal and $9.6 million is interest, the payment
would decrease future mine management fees in total by as much as $2.8
million, but will not affect fees previously received.
Net gains on the disposition of property, plant and equipment and other
assets were $14 million for the first nine months of 2000 and 1999.
Provision for income taxes. The effective income tax rate for the first
nine months of 2000 and 1999 was 40%. This rate differs from the federal
statutory rate of 35% primarily due to state income taxes.
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Discontinued Operations
Results of Operations - Third Quarter 2000 vs. Third Quarter 1999
Revenue. Revenues from the Materials business increased $18 million
or 16% in the third quarter of 2000 to $132 million compared to $114 million
for the same period in 1999. The increase is comprised of a 4% increase in
average selling prices, and the inclusion of $11 million of additional
revenues from companies acquired in 2000 or after the end of the third quarter
in 1999. Unit volumes were greater for ready mix concrete but were offset by
a decline in asphalt sales and a small decline in aggregate volumes. Asphalt
sales declined as we became more selective in supplying the market in an
effort to improve gross profit margins for asphalt.
Results of Operations - Nine Months 2000 vs. Nine Months 1999
Revenue. Revenues from the Materials business increased $38 million
or 12% in the first nine months of 2000 to $360 million as compared to $322
million for the same period of 1999. The increase is primarily due to the
inclusion of additional revenues of $28 million from companies acquired in
2000 or after the end of the third quarter of 1999 and a 3% increase in
average selling prices. Offsetting the increases were declines in unit
volumes of asphalt sales. Asphalt sales declined as we became more selective
in supplying the market in an effort to improve gross profit margins for
asphalt.
Financial Condition - September 30, 2000 vs. December 25, 1999
Cash and cash equivalents decreased $83 million to $255 million at
September 30, 2000 from $338 million at December 25, 1999. The decrease
reflects net cash provided by operations of $151 million offset by net cash
used in investing activities of $144 million and $90 million used in financing
activities.
Net cash provided by operating activities for the first nine months of
2000, of $151 million, represented a decrease of $38 million from the same
period in 1999. A net income increase of $29 million for the first nine
months of 2000 compared to the same period in 1999 was offset by increased
working capital requirements for construction contracts. Cash provided or
used by operating activities is affected to a large degree by the mix, timing,
stage of completion and terms of individual contracts which are reflected in
changes through current assets and liabilities.
Net cash used in investing activities for the first nine months of 2000
increased by $82 million to $144 million as compared to the same period in
1999. This increase was due to increases in acquisitions of $139 million,
additional capital expenditures of $33 million, decreases in proceeds from the
sale of property, plant and equipment in the ordinary course of business of $3
million, an increase in additions to notes receivable of $2 million and a
decrease in payments received on notes receivable of $1 million. These
changes were partially offset by a decrease in purchases of marketable
securities of $2 million, an $8 million increase in proceeds from the sale of
marketable securities and proceeds from sale of partnership of $86 million.
Net cash used in financing activities for the first nine months of 2000
increased by $42 million to $90 million as compared to the same time period in
1999. This increase was due to an increase in repurchases of common stock of
$25 million, an increase in dividends paid of $2 million over 1999 amounts and
cash distributed in connection with the Materials Spin-off of $47 million.
These changes were partially offset by a decrease in payments on long-term
debt of $19 million, an increase in issuance of common stock of $7 million and
change in outstanding checks in excess of funds on deposit of $6 million.
The Company continues to explore opportunities to acquire additional
businesses and anticipates investing between $50 and $100 million annually to
expand its operations. Other long-term liquidity uses include the payment of
income taxes and the payment of dividends. As of September 30, 2000, the
Company had no material firm binding purchase commitments related to its
investments other than meeting the normal course of business needs of its
construction joint ventures. The current portion of long-term debt is $2
million. The Company paid dividends during the first nine months of 2000 and
1999 of $18 million and $16 million, respectively. These amounts were
determined by the Board of Directors and were paid in January and May of each
such year. The Company also has the commitment to repurchase stock at any
time during the year from shareholders.
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The Company does not believe that the spin-off of its materials business
will have an adverse impact on its liquidity or material commitments, since
earnings generated from the materials business have historically been
reinvested in the materials business. The Company's current financial
condition, together with anticipated cash flows from operations, should be
sufficient for immediate cash requirements and future investing activities.
The Company does not presently have any committed bank credit facilities. In
the past, the Company has been able to borrow on terms satisfactory to it.
The Company believes that, to the extent necessary, it will likewise be able
to borrow funds on acceptable terms for the foreseeable future.
New Accounting Pronouncement. In September 1998, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting
and reporting standards for derivative instruments and for hedging activities.
This statement is effective for all fiscal years beginning after June 15,
2000. Management does not expect adoption of this statement to materially
affect the Company's financial statements as the Company has no significant
derivative instruments or hedging activities.
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
The Company does not believe that its business is subject to significant
market risks arising from interest rates, foreign exchange rates or equity
prices.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit
Number Description
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27 Financial Data Schedule
(b) Reports on Form 8-K.
Current Report on Form 8-K dated September 14, 2000, reporting the
completion of the stock and debenture exchange offers conducted in connection
with the Company's spin-off of its materials business, which report was filed
with the Securities and Exchange Commission on September 15, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PETER KIEWIT SONS', INC.
Date: November 14, 2000 /s/ Michael J. Piechoski
-------------------------
Michael J. Piechoski
Vice President and Treasurer
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PETER KIEWIT SONS', INC.
INDEX TO EXHIBITS
Exhibit
No.
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27 Financial Data Schedule (For electronic filing purposes only.)
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