ITEM 1. BUSINESS.
Gilbert Associates, Inc. (the "registrant") was organized as a
holding company in 1984. Through its operating subsidiaries, the
largest of which is Gilbert/Commonwealth, Inc. ("G/C"), the registrant
is engaged in the businesses of providing professional services and
the manufacture and sale of communication equipment. G/C, formerly
known as "Gilbert Associates, Inc.," was organized in 1942. The
registrant and its subsidiaries are sometimes referred to herein
collectively as the "Gilbert companies."
The holding company structure separates the administrative and
financing activities of the registrant from the activities of its
operating subsidiaries. The revenues, operating profits and
identifiable assets of the registrant's professional services and
communication equipment segments for each of the last three years are
stated in Note 14 to the consolidated financial statements contained
in Part II, Item 8 of this report.
PROFESSIONAL SERVICES
The professional services business segment, formerly called the
engineering and consulting segment and renamed to more accurately
reflect the revenue stream, consists of the registrant's largest
subsidiary, G/C, and its subsidiaries, together with United Energy
Services Corporation ("UESC"), Resource Consultants, Inc. ("RCI") and
SRA Technologies, Inc. ("SRA"), which are wholly-owned subsidiaries of
the registrant. The operations of these subsidiaries have been
consolidated for reporting purposes.
G/C, based in Reading, Pennsylvania, provides a wide range of
engineering and consulting services, including electrical, mechanical,
structural and nuclear engineering, construction management,
procurement, and consulting services. G/C's major services are the
design, engineering and supervision of the construction of electric
power generating stations and electric transmission and distribution
systems as well as upgrading and retrofitting existing power plants.
It also renders services to industrial clients and various
governmental agencies. UESC, based in Atlanta, Georgia, primarily
provides operations and engineering consulting services to the
nuclear power industry. RCI, based in Vienna, Virginia,
provides engineering, outplacement services, technical and other
program support services to U.S. defense agencies, principally the
U.S. Navy and Army, and other U.S. Government agencies. SRA, based in
Falls Church, Virginia, provides research and consulting services in
life and environmental sciences, engineering and related technical
areas, principally to U.S. Government agencies.
During 1994, the registrant recorded a charge to income of
$15,800,000 (net of $2,000,000 income tax benefit) or $2.26 per share,
associated with its nuclear service business. The charge is comprised
of a $12,200,000 or $1.74 per share goodwill write-off and $1,025,000
or $.15 per share for severance and idled leased facility costs to
reflect the current market conditions. The charge also includes
$2,575,000 or $.37 per share to increase reserves to cover contractual
issues on contracts completed in prior years. The total charge is
included in selling, general and administrative expenses. The entire
charge, including the goodwill write-off, will not have a material
impact on future results of operations.
The $12,200,000 goodwill write-off represents the entire goodwill
amount associated with United Energy Services Corporation and
its subsidiaries.
The goodwill write-off stems primarily from the deterioration of
the commercial nuclear power market. Market forces, including
deregulation of the electric utility industry, the emergence of
independent power producers and technological advances making fossil
plants more efficient, have particularly affected the commercial
nuclear industry, resulting in a dramatic decline in the demand for and
pricing of services. These changing market conditions have resulted
in increased competition on those services typically provided by UESC.
UESC incurred substantial losses late in 1993 and continued to operate
at a loss through 1994. For these reasons, and the continued
uncertainty surrounding UESC's nuclear business returning to a level
of profitability sufficient to recover the carrying value of
goodwill, it became apparent to management that UESC's goodwill was
permanently impaired and no longer had any value.
There were no other significant new business developments relating
to the professional services segment during the fiscal year ended
December 30, 1994.*
The services of G/C and UESC in the professional services industry
are not divisible into classes because the projects undertaken by G/C
and UESC require the utilization, in varying proportions depending
upon the project, of the skills and talents of staff members who are
qualified in a variety of disciplines. For example, a single project
may involve the utilization of the services of mechanical engineers,
electrical engineers, structural engineers, draftspeople, clerical
personnel and others.
* All references to particular years in the balance of this report refer to the fiscal year ended on or about December 31 of such year. Thus, the fiscal year ended December 30, 1994 is from time to time referred to as simply "1994" elsewhere in this report.
The following table sets forth for the past three fiscal years the
revenues derived from the listed categories of professional services
rendered.
Professional Services Revenues (in thousands of dollars)
1994 1993 1992
Design and Related Services $111,359 $123,945 $127,844
Operations Services 34,921 61,834 85,351
Defense Related Services 63,092 57,624 51,027
Life and Environmental Sciences Services 20,515 - -
Operating profit and identifiable assets for the last three years
within the professional services segment are disclosed in Note 14 to
the consolidated financial statements in Part II, Item 8 of this
report.
The following table sets forth the approximate percentage of
operating revenues derived from the principal markets served by the
professional services segment during 1994 and the approximate
percentage of backlog as of December 30, 1994 represented by work
arrangements with clients in such markets:
Percentage of Percentage of Backlog Market for Services 1994 Revenues as of December 30, 1994
U.S. Private Industry 39% 16%
U.S. Federal, State and Local Governments and Agencies 58 82
Foreign Governments and Businesses 3 2
The work arrangements of this segment, while varying, are
essentially either cost-plus or fixed-price. G/C, UESC, RCI and SRA
have limited the number and extent of their fixed-price commitments in
light of their experience that extended periods of performance and
changes in governmental requirements tend to make it difficult to make
adequate allowance for escalation and contingencies in fixed-price
quotations. The majority of the Gilbert companies' professional
services revenues was attributable to contracts other than fixed-price
arrangements in each of the last three years. In addition, fixed-
price contracts represent less than a majority of the backlog
attributable to such segment at December 30, 1994. The ability to
continue to sell services on a basis other than fixed-price will,
however, depend upon a number of factors including the state of the
national economy, the level of actual and planned capital and
operating expenditures by prospective clients, and the trend of
contracting practices in the markets in which such services are
rendered.
Inventory is not essential to the operations of the Gilbert
companies' professional services segment.
The subsidiaries comprising the Gilbert companies' professional
services segment own various patents and trademarks and have pending
applications for other patents. However, such patents and trademarks
are not individually or cumulatively significant to the business of
such segment.
Although the professional services segment is not dependent upon
any single client, its five largest clients have generally accounted
for approximately three-fifths of its total revenues. During 1994,
the United States Government and the Tennessee Valley Authority
("TVA") accounted for 34% and 13%, respectively, of total professional
services revenues. During 1993, the United States Government and TVA
accounted for 24% and 16%, respectively, of total professional services
revenues. These amounts represent revenue earned by the registrant as
prime contractor. No other client or its affiliate accounted for 10%
or more of such revenues in 1994 or 1993.
A substantial portion of the business of the professional services
segment is obtained from clients served for a number of years. In the
years 1994 and 1993, services rendered to clients who had been served
at least four years earlier accounted for 89% and 83%, respectively,
of the Gilbert companies' professional services revenues. There is no
assurance that work authorizations from such clients will account for
a similar percentage of total revenues in the future.
As of December 30, 1994 and December 31, 1993, respectively, the
subsidiaries comprising the Gilbert companies' professional services
segment had backlogs of contracts or work authorizations from which
they had then anticipated estimated aggregate future revenues of
approximately $301,000,000 and $407,000,000. The backlog of RCI and
SRA accounted for approximately 77% of the total segment backlog at
December 30, 1994 and December 31, 1993. Substantially all of the
backlog of RCI and SRA at such dates represents work to be performed
on government contracts for which funding has not yet been authorized.
Such funding authorizations are generally issued by the government in
periodic increments during the contract term. The subsidiaries
comprising the professional services segment anticipate that
approximately $138,000,000 of the revenues to be recognized by them
under work authorizations outstanding at December 30, 1994 will be
earned within the fiscal year ending December 29, 1995 and that
additional revenues will be earned in 1995 from work authorizations
received during the year.
Consistent with standard industry practice for professional services
organizations, work authorizations for the Gilbert companies' professional
services segment are terminable by their clients upon relatively brief notice,
whether by the express terms of such work authorizations or otherwise.
The completion dates for a number of projects have been extended in
the past, thereby lengthening the period of time during which the
backlog of estimated revenues for those projects was to be earned.
With the continued unsettled conditions in the industries served by
this segment, it is possible that one or more projects included in the
backlog at December 30, 1994 might be extended or even canceled. Work
authorizations from the largest client included in such backlog total
$88,000,000 for work on several U.S. Navy programs, of which
$70,000,000 is subject to government funding.
Since the majority of the operating costs of the subsidiaries
comprising the Gilbert companies' professional services segment are
payroll and payroll-related costs, and since their business is
dependent upon the reputation and experience of their personnel, the
quality of the services they render and their ability to maintain an
organization which is qualified and adequately staffed to undertake
and efficiently discharge assignments in the various fields in which
such subsidiaries render services, a reasonable backlog is important
for the scheduling of their operations and for the maintenance of a
reasonably staffed level of operations.
To the best of the knowledge of the registrant, no reliable data
are available with respect to the total size of the market for
professional services for the full range of fields in which the
registrant's subsidiaries are engaged. The registrant's professional
services subsidiaries compete with a number of firms in each of the
fields in which they are active, and some of their competitors have
substantially larger total revenues, greater financial resources and
more diversified businesses. Competition is based primarily on
quality, reputation, experience and available skills and services.
Frequently, however, formal or informal bidding procedures result in price
competition. In terms of the number of employees rendering professional
services (excluding those incident to construction and technician services),
the registrant believes that its professional services segment is one of
the largest firms, but it is unable to determine its relative size
within this group. Moreover, since there are a great many firms
rendering similar services as a portion of their businesses or to
affiliated companies only, the registrant believes it does not
constitute a substantial part of the total market for such services.
A number of the professional services segment's clients utilize
their own staffs to do all or a major part of their own engineering
work. Thus, the future business of the professional services segment
of the Gilbert companies will be affected by the extent to which
clients and potential clients utilize the services of outside
professional services firms. Such future business will also be
affected by factors such as the rate of growth of the electric utility
industry, the demand for new power generation facilities, and the
level of expenditure for capital goods in the United States.
Reductions in United States government defense expenditures have
recently been made and further reductions may follow. Although the
registrant has not been adversely affected by these events, it is
unable to estimate the degree or nature of the future impact of any
such reductions on the professional services segment.
The Energy Policy Act of 1992 includes various provisions
which are expected to result in further deregulation of, and
competition within, the electric utility industry and
development of independent power production facilities. The
effect of these provisions on the registrant's business is not
certain. In addition, the Act contains amendments to the Atomic Energy Act
designed to provide for standardization of nuclear plant designs and to
otherwise simplify the nuclear power plant licensing process and
thereby encourage development of nuclear power reactors by utilities.
No new nuclear power plants have been ordered by utilities since 1978,
and the effect of these amendments to the Atomic Energy Act on the
registrant's future business is considered to be uncertain pending
satisfactory resolution of, among other things, nuclear waste disposal issues.
The registrant's professional services subsidiaries do not engage
in any material company-sponsored research activities relating to the
development of new products or services or the improvement of existing
products or services. In the process of performing professional
services, some personnel of such subsidiaries are periodically
involved in customer-sponsored research activities for the improvement
of products or services, but few employees are engaged in such
activities on a full-time basis and they are not a material part of
the Gilbert companies' professional services business.
On December 30, 1994, the professional services segment had a total
of 3,033 employees, of which 2,126 employees were professional and
technical personnel. In comparison, such segment had a total of 3,428
employees on December 31, 1993, of which 2,459 employees were
professional and technical personnel.
COMMUNICATION EQUIPMENT
The communication equipment segment of the business of the Gilbert
companies consists of the sale and customizing of communications
equipment and related systems by GAI-Tronics Corporation ("GAI-
Tronics"), a wholly-owned subsidiary of the registrant.
GAI-Tronics is principally engaged in the development, assembly and
marketing of communication systems for industrial operations. In
serving such customers, GAI-Tronics provides custom services by
adapting communication systems to operate under extraordinary plant
conditions such as excessive dust and explosive atmospheres. GAI-
Tronics also designs and manufactures land mobile radio
communication devices.
The value of orders for GAI-Tronics' systems may range from a
minimal amount to several hundred thousand dollars. GAI-Tronics'
significant class of products or services is the design and assembly
of communication systems.
The approximate percentage of GAI-Tronics' sales derived from the
principal markets for its products during 1994 and the approximate
percentage of its backlog as of December 30, 1994 represented by
contracts with clients in such markets, were as follows:
Percentage of Percentage of Backlog Market for Products 1994 Revenues as of December 30, 1994
U.S. Private Industry 79% 53%
Foreign Governments and Businesses 21 47
Revenue, operating profit and identifiable assets for the last three
years within the communication equipment segment are disclosed in Note
14 to the consolidated financial statements in Part II, Item 8 of this
report.
GAI-Tronics is continually modifying its products and attempting to
further expand its product line. GAI-Tronics manufactures relatively
few of the basic components employed in its equipment; instead, it
primarily designs and assembles its equipment and systems by use of
standard or special components manufactured by others. Several sources
of supply exist for such components so that GAI-Tronics is not
dependent upon any single supplier.
GAI-Tronics maintains a substantial inventory of components to
satisfy its customers' requirements because GAI-Tronics provides
mainly customized communication systems for specialized uses.
GAI-Tronics owns various patents and trademarks. However, such
patents and trademarks are of less significance to GAI-Tronics'
operations than its experience and reputation.
GAI-Tronics' business is not dependent upon a single customer or a
very few customers. An insubstantial amount of GAI-Tronics' sales in
1994 were made for installation in projects or to customers for which
subsidiaries comprising the professional services segment had served
as consulting engineer. (See "Business - Professional Services".)
A substantial part of GAI-Tronics' business is obtained from
customers to whom it has made previous sales. In 1994 and 1993, sales
made to customers who had made purchases at least four years earlier
accounted for approximately 94% of GAI-Tronics' total net sales.
There is no assurance that sales to such customers will account for a
similar percentage of total revenues in the future. Many of GAI-
Tronics' sales are made as a result of proposals submitted in response
to competitive bidding invitations.
As of December 30, 1994 and December 31, 1993, GAI-Tronics had a
backlog of contracts from which it had anticipated estimated future
revenue of approximately $5,954,000 and $6,850,000, respectively.
GAI-Tronics anticipates that substantially all of the goods reflected in its
backlog at December 30, 1994, will be shipped in 1995. GAI-Tronics
anticipates that the vast majority of its revenues earned in 1995 will be
from orders received during the year.
GAI-Tronics competes with a number of other organizations that
develop and market specialized telephonic and communication systems.
Some of its competitors have larger total sales, greater financial
resources, larger research and development organizations and
facilities and a more diversified range of communications services and
products. GAI-Tronics' management believes that GAI-Tronics' history
of quality, its reputation, experience and service are the most
important factors in its being asked to submit bids and in purchasing
decisions made by its customers.
GAI-Tronics spent approximately $1,727,000, $1,734,000 and
$1,309,000 during 1994, 1993 and 1992, respectively, on company-
sponsored product development and improvement. Several of GAI-
Tronics' professional employees routinely engage in company-sponsored
product development and improvement on a full-time basis. GAI-Tronics
has not made material expenditures on product development and
improvement projects sponsored by customers in the last three years.
On December 30, 1994, GAI-Tronics had a total of 394 employees, of
which 169 employees were professional and technical personnel. In
comparison, GAI-Tronics had a total of 420 employees on December 31,
1993, of which 174 were professional and technical personnel.
MISCELLANEOUS
The registrant expects no material effect on the capital
expenditures, earnings and competitive position of the registrant and
its subsidiaries from its or their compliance with federal, state or
local laws or regulations controlling the discharge of materials into
the environment or otherwise relating to the protection of the
environment, although it does expect its professional services
subsidiaries to undertake engineering work for many of their clients
to support them in complying with such provisions.
A portion of the revenue of the Gilbert companies is derived from
customers or projects located outside the United States. All foreign
revenues were from work authorizations with customers unaffiliated
with the Gilbert companies. Certain services rendered to foreign
clients have been undertaken in association with financing supplied or
guaranteed by the U.S. Government or by U.S. or international banking
institutions such as the U.S. Agency for International Development.
Curtailment of such financing or guarantees could tend to reduce
revenues from foreign sources. The countries providing the largest
portion of foreign revenues in 1994 were Egypt and Canada.
The businesses of the registrant's subsidiaries are not seasonal
to any material extent.
ITEM 2.
ITEM 2. PROPERTIES.
The physical properties owned and leased within the professional
services segment consist primarily of office space and furniture and
equipment. Certain subsidiaries of the registrant own land and
several buildings containing approximately 618,000 square feet of
office space, located in and near Reading, Pennsylvania and in
Huntsville, Alabama. Most of this office space is in buildings
situated on approximately 40 acres of a 530 acre tract. Located in
these buildings are the headquarters of the registrant and G/C, as
well as G/C's engineering and design and related operations, and
offices of UESC and GAI-Tronics.
RCI leases a total of 168,000 square feet of office space,
primarily in the Washington, D.C. area, used for engineering and
technical support activities under leases expiring between 1995 and
1997. Of this total, 78,600 square feet is leased under two separate
agreements with limited partnerships in which certain officers and an
employee of RCI hold limited partnership interests representing
approximately 26% of the total equity of the partnerships which
existed prior to the registrant's acquisition of RCI. These leases
expire in 1996 and 1997.
SRA leases from unrelated parties a total of 120,000 square feet
of both office and laboratory space primarily in the Washington, D.C.
area used for various engineering and biomedical research activities
under leases expiring between 1995 and 2005.
UESC leases, from unrelated parties, approximately 60,000 square
feet of office space primarily in the Louisville, Tennessee and
Atlanta, Georgia areas used for engineering activities under leases
expiring in 1995 and 1999, respectively.
GAI-Tronics' plants are located near Reading, Pennsylvania, and in
Memphis, Tennessee. The plant near Reading, Pennsylvania, which is
used to design and assemble communication systems, is owned by GAI-
Tronics and consists of approximately 74,000 square feet and is
located on a 17 acre tract of land owned by GAI-Tronics. The plant
located in Memphis, Tennessee, which is used to design and assemble
land mobile radio communication devices is leased by GAI-Tronics and
consists of approximately 50,000 square feet with the lease expiring
in 2000.
Green Hills Management Company, the registrant's wholly-owned real
estate development and management subsidiary, owns a 130,000 square
foot office building to be leased to third parties. As of the end of
1994, approximately 48,000 square feet of space is occupied under
leases which expire in 2003. In addition, Green Hills Management
Company leases to unrelated parties approximately 105,000 square feet
of space within the buildings in the Reading, Pennsylvania area
described earlier. The largest of these leases, 96,000 square feet,
expires in 2004. The remaining leases expire in 1996.
Certain subsidiaries of the registrant lease, from unrelated
parties, facilities used for branch and project offices. None of
these leased facilities is material in relation to the total space
occupied by the registrant and its subsidiaries.
The registrant and its subsidiaries believe that their existing
facilities are suitable and adequate for their present purposes.
The registrant and its subsidiaries own the majority of the office
furniture and equipment used by them; however, they also lease a
substantial amount of equipment under agreements generally for terms
not in excess of five years.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The registrant and its subsidiaries are involved in various
disputes which have resulted in pending litigation arising in the
ordinary course of business as to which, in the opinion of the
management of the registrant, no material adverse effect on the
registrant's financial statements is expected to result.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter required to be reported pursuant to this item was
submitted to security holders in the fourth quarter of 1994.
ITEM 4A. EXECUTIVE OFFICERS OF REGISTRANT.
The names, ages, positions and previous experience to the extent
required to be presented herein of all current executive officers of
the registrant are as follows:
Name * Position and Previous Experience Age
Timothy S. Cobb Mr. Cobb has been Chief Executive Officer 53 since March 1994 and President and Chief Operating Officer since October 1993. Mr. Cobb served as President of Gilbert/ Commonwealth, Inc. (subsidiary of registrant) from January 1991 to September 1993. He served as President of GAI-Tronics Corporation (subsidiary of registrant) from October 1988 to December 1990.
James R. Itin Mr. Itin has been Vice President and 62 Chief Financial Officer since May 1979.
None of the above officers has a family relationship with another
such officer. None of the officers was selected as a result of any
arrangement or understanding with any other person other than
directors of the registrant acting solely in their capacities as such.
* On March 1, 1994, Timothy S. Cobb succeeded Alexander F. Smith as Chief Executive Officer. Mr. Smith remains Chairman of the Board of Directors.
PART II ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS.
The registrant's Class A Common Stock is traded in the over-the-
counter market. Price quotations are available through the NASDAQ
system under the symbol GILBA. The following tabulation sets forth
the high and low price quotations by quarter as reported by the NASDAQ
Stock Market and cash dividends declared on each share of Class A and
Class B Common Stock. Prices quoted represent high and low closing
sale prices on the NASDAQ National Market System.
1994 1993 Dividends High Low High Low 1994 1993
$18.75 $16.50 $21.50 $19.25 First Quarter $.20 $.18 17.75 14.75 21.75 20.25 Second Quarter .20 .18 15.50 14.00 21.50 16.25 Third Quarter .20 .20 15.00 12.00 17.00 14.50 Fourth Quarter .20 .20
At December 30, 1994, the approximate number of record holders of Class A common stock was 3,500.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Excluding all adjustments, net income decreased $3,867,000 and
earnings per share decreased $.49, or 49% and 45%, respectively, in
1994 as compared to 1993. Prior to adjustments, net income for 1993
decreased $1,085,000, or 12% from 1992, and earnings per share
decreased $.11 or 9% in the same period. The decreases relate
primarily to lower operating results within the professional services
segment, formerly called the engineering and consulting segment. The
decline in net income was greater than the decline in earnings per
share due to fewer shares outstanding. Revenue declined 3% in both
1994 and 1993 due to declines within the professional services
segment, offset in part by higher revenue within the communication
equipment segment. Adjustments for 1994 included a third quarter
charge to income of $15,800,000 (net of $2,000,000 income tax benefit)
or $2.26 per share, associated with the nuclear operations (Note 9).
This charge will not have a significant impact on future operations.
Adjustments also included a $75,000 increase in net income, or $.01
per share, in the second quarter of 1994 relative to closing foreign
subsidiaries and settlement of certain contractual issues (Note 9).
Adjustments for 1993 included a $1,320,000 reduction in net income or
$.18 per share in the second quarter of 1993 to increase reserves for
claims filed by former employees (Note 9), and a $200,000 reduction in
net income or $.03 per share in the first quarter of 1993 for changes
in accounting principles (Notes 3 and 6).
The professional services segment, renamed to more accurately
reflect the revenue stream, reported a 6% decrease in revenue in 1994
as compared to 1993. The decrease is due primarily to large declines
in volume of services provided to the nuclear power market, offset
largely by revenue derived from SRA Technologies, Inc. (SRA), which
was acquired on December 10, 1993. The gross profit percentage was
22% in 1994, a decrease from 24% in the prior year. The decrease is
due primarily to competitive pressures within the nuclear market and the
professional services segment in general. Revenue decreased 8% in 1993
as compared to 1992, due primarily to declines in the volume of services
provided to the nuclear power market, offset by increases in U.S. defense
related revenue. The gross profit percentage was 24% in 1993 and 1992.
The communication equipment segment revenue increased 10% in 1994
as compared to 1993. The increase relates primarily to revenue
derived from Instrument Associates, Inc. (IAI), which was acquired on
December 28, 1993. The gross profit percentage decreased to 32% in
1994 from 34% in 1993 due primarily to IAI, and to a lesser extent,
costs associated with consolidating manufacturing operations. IAI is
structured to operate on lower margins than other operations within
this segment, but has lower selling, general and administrative
expenses which more than offset the impact of lower gross profit.
Revenue volume increased 30% in 1993 as compared to 1992 due primarily
to revenue derived from the acquisition of the Femco Division of Mark
IV Industries in late 1992. The gross profit margin decreased 2% in
1993 to 34% due primarily to sales of lower margin products.
Other income increased 6% in 1994 as compared to 1993, and 31% in
1993 as compared to 1992. The increases relate primarily to income
derived from a joint venture within the professional services segment
which has earned income, prior to income taxes, of $2,080,000,
$1,406,000 and $715,000 in 1994, 1993 and 1992, respectively.
Selling, general and administrative expenses decreased 1% in 1994
as compared to 1993 after excluding the adjustments mentioned above.
Selling, general and administrative expenses relative to the recent
acquisitions of SRA and IAI were offset by lower expenses within the
professional services segment. Also excluding the above adjustments,
these expenses were substantially unchanged in 1993 from 1992.
Depreciation and amortization increased 8% in 1994 as compared to 1993
due primarily to amortization associated with the recent acquisitions.
Depreciation and amortization increased 12% in 1993 compared to 1992
due primarily to depreciation on the office facility completed in late
1992. Interest expense was not significant in 1994, 1993 or 1992.
Income before provision for taxes on income and cumulative effect
of changes in accounting principles decreased 46% from 1993 to 1994,
excluding the adjustments mentioned above. The decrease relates
primarily to lower operating results within the professional services
segment, particularly the nuclear power market. Income before
provision for taxes on income and cumulative effect of changes in
accounting principles in 1993 decreased 11% compared to 1992 after
excluding the aforementioned adjustments. The decrease relates
primarily to lower operating results within the professional services
segment, particularly the nuclear power market, offset in part by
higher operating results within the communication equipment segment.
The provision for taxes on income, prior to all adjustments,
increased to an effective tax rate of 43% in 1994 from 40% in 1993.
The increase is due primarily to a higher effective state tax rate,
which in part is due to limitations in loss carrybacks and
carryforwards in certain jurisdictions. In 1993, the effective tax
rate increased to 40% from 39% in 1992 due primarily to the enacted
increase in the statutory federal income tax rate to 35%.
Working capital decreased $6,829,000, or 14% in 1994. The decline
relates primarily to lower operating results. Cash and cash
equivalents declined $3,289,000 during the year due primarily to lower
borrowings. The company does not anticipate requiring long-term
financing during the next year. Available cash and cash equivalents,
combined with amounts generated from operations and short-term lines
of credit, should provide adequate working capital to satisfy
operating requirements, contractual and lease obligations related to
the third quarter 1994 charge mentioned above, the contingent payout
to IAI principals and the ongoing program to repurchase the company's
Class A common stock, of which approximately $3,500,000 remains.
Unused lines of credit with three banks aggregating $14,205,000 are also
available for short-term cash needs. No restrictions on cash transfers
between the company and its subsidiaries exist.
On December 9, 1994, the registrant announced that it had engaged
a New York investment banking firm to assist the registrant in
assessing various potential opportunities to enhance shareholder
values. The investment bankers' assistance includes a wide range of
investigation and analysis of alternative business strategies
including an in-depth review of our subsidiary operations to determine
whether any divestitures might be appropriate, identifying possible
acquisition candidates and consideration of possible joint venture
partners.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management's Report on Responsibility for Financial Reporting
The accompanying consolidated financial statements and notes thereto are the responsibility of, and have been prepared by, management of the company in accordance with generally accepted accounting principles. Management believes the consolidated financial statements reflect fairly the results of operations and financial position of the company in all material respects. The consolidated financial statements include certain amounts that are based upon management's best estimates and judgment regarding the ultimate outcome of transactions which are not yet complete.
Management believes that the accounting systems and related systems of internal control are sufficient to provide reasonable assurance that assets are safeguarded, transactions are properly authorized and included in the accounting records, and that those records provide a reliable basis for preparation of the company's consolidated financial statements. Reasonable assurance is based upon the concept that the cost of a system of internal control must be related to the benefits derived. The company maintains an internal audit function that periodically assesses the effectiveness of the systems of internal control and makes recommendations for possible improvement.
The company's financial statements have been audited by Coopers & Lybrand, independent accountants, as stated in their report below. They have been elected to perform this function by the stockholders of the company. Management has made available to Coopers & Lybrand all of the company's financial records and related data, as well as the minutes of stockholders' and directors' meetings.
T. S. Cobb President and Chief Executive Officer
J. R. Itin Vice President and Chief Financial Officer
Report of Independent Accountants
To the Stockholders and Board of Directors, Gilbert Associates, Inc.:
We have audited the accompanying consolidated balance sheets of Gilbert Associates, Inc. and Subsidiaries as of December 30, 1994 and December 31, 1993, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 30, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gilbert Associates, Inc. and Subsidiaries as of December 30, 1994 and December 31, 1993, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 30, 1994 in conformity with generally accepted accounting principles.
As discussed in Notes 3 and 6 to the consolidated financial statements, the Company changed its method of accounting for income taxes and postretirement benefits other than pensions in 1993.
2400 Eleven Penn Center Philadelphia, Pennsylvania February 3, 1995 COOPERS & LYBRAND L.L.P.
GILBERT ASSOCIATES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets December 30, 1994 and December 31, 1993
ASSETS December 30, December 31, 1994 1993
Current assets: Cash and cash equivalents $ 7,427,000 $ 10,716,000 Accounts receivable, net of allowance for doubtful accounts of $2,677,000 in 1994 and $3,427,000 in 1993 33,452,000 38,526,000 Unbilled revenue 19,570,000 23,480,000 Inventories 6,761,000 6,402,000 Deferred income taxes 4,420,000 4,205,000 Other current assets 5,918,000 5,751,000 ----------- ----------- Total current assets 77,548,000 89,080,000 ----------- ----------- Property, plant and equipment, at cost: Land 3,693,000 3,702,000 Buildings 43,002,000 41,885,000 Furniture and equipment 46,907,000 43,888,000 ----------- ----------- 93,602,000 89,475,000 Less accumulated depreciation and amortization 51,534,000 46,924,000 ----------- ----------- 42,068,000 42,551,000 ----------- ----------- Deferred income taxes 1,610,000 1,100,000 Other assets 2,441,000 2,117,000
Goodwill 23,418,000 35,399,000 ----------- ----------- Total Assets $147,085,000 $170,247,000 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements.
GILBERT ASSOCIATES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. SIGNIFICANT ACCOUNTING POLICIES:
FISCAL YEAR: The company uses a 52-53 week fiscal year ending on the Friday nearest December 31. The 1994, 1993 and 1992 fiscal years comprised 52 weeks each and ended on December 30, 1994, December 31, 1993 and January 1, 1993, respectively.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of the company and its subsidiaries. All material intercompany transactions have been eliminated. Investments in joint ventures where the company does not have a controlling interest are accounted for under the equity method.
RECOGNITION OF REVENUE: The company recognizes revenue on contracts entered into for professional services as the work is performed. Costs and expenses are charged to operations as incurred. Losses, estimated to be sustained upon completion of contracts, are charged to income in the year such estimates are determinable.
INSURANCE PROGRAMS: The company's overall insurance coverages, excluding professional liability, contain provisions for large deductibles and funding on a claims paid basis. Necessary accruals, which relate primarily to health care and workers' compensation, aggregate $3,494,000 and $3,262,000 at December 30, 1994 and December 31, 1993, respectively, and are included in other accrued liabilities on the consolidated balance sheets.
The accrual for reported claims and for claims incurred but not yet reported relating to professional liability insurance is estimated on the basis of historical claims experience. This accrual is reflected on the consolidated balance sheets as self-insured retention.
PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION AND AMORTIZATION: For financial reporting purposes, the company provides for depreciation and amortization of property, plant and equipment, including assets under capital leases, on the straight-line method over the estimated useful lives of the various classes of assets. For income tax purposes, the company uses accelerated depreciation where permitted.
Cost of maintenance and repairs is charged to expense as incurred. Renewals and improvements are capitalized. Upon retirement or other disposition of items of plant and equipment, cost of the item and related accumulated depreciation are removed from the accounts and any gain or loss is included in income.
Interest cost capitalized in 1992 amounted to $420,000.
GOODWILL: Substantially all of the goodwill is being amortized by charges to operations on a straight-line basis over 40 years, and such amortization amounted to $842,000 in 1994, $778,000 in 1993 and $605,000 in 1992. Accumulated amortization amounted to $3,264,000 at December 30, 1994 and $4,775,000 at December 31, 1993.
The company periodically reviews goodwill to assess recoverability, and impairments would be recognized in operating results if a permanent diminution in value were to occur.
INVENTORIES: Inventory values are determined on the first-in, first- out (FIFO) method and are stated at the lower of cost or market.
INCOME TAXES: The company utilizes the liability method of accounting for income taxes. Under this method, deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates.
STATEMENTS OF CASH FLOWS: For purposes of the consolidated statements of cash flows, the company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.
RECLASSIFICATION: The consolidated balance sheets and consolidated statements of cash flows have been reclassified to conform with current year presentation.
2. ACQUISITIONS:
On December 10, 1993, the company acquired all of the outstanding capital stock of SRA Technologies, Inc. (SRA) for $6,500,000 in cash. The company also paid $1,500,000 in cash for other intangible assets, which resulted in a total purchase price of $8,000,000. On December 28, 1993, the company acquired the net assets of Instrument Associates, Inc. (IAI) for $5,704,000 in cash plus an additional amount to be paid based upon the achievement of certain earnings objectives. Any additional amount will increase goodwill and will not exceed $1,000,000.
On December 21, 1992, the company acquired the net assets of the Femco Division of Mark IV Industries, Inc. (Femco) for $8,782,000 in cash.
During the first quarter of 1994, the company paid the former stockholders of GENSYS Corporation $1,500,000 in cash as part of the April 1, 1991 purchase agreement, which resulted in an increase in goodwill.
All acquisitions were accounted for as purchases, and goodwill was determined based upon the fair values of assets acquired and liabilities assumed. At the dates of acquisition, such liabilities aggregated $6,336,000 and $1,342,000 in 1993 and 1992, respectively. Goodwill for SRA, IAI and Femco was $3,563,000, $5,639,000 and $5,752,000, respectively, which is being amortized on a straight-line basis over 40 years. The company's consolidated statements of operations include the results of operations of the acquired businesses since the dates of acquisition.
3. INCOME TAXES:
In the first quarter of 1993, the company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). As a result of this change, net income increased $700,000 or $.09 per share due to the recording of deferred income tax assets not previously recognized. This adjustment was recorded as a cumulative effect of change in accounting principles.
Income tax provisions consist of the following:
1994 1993 1992 ---- ---- ---- Current: Federal $ 790,000 $ 5,035,000 $ 6,585,000 State and foreign 395,000 475,000 829,000 ---------- ---------- ---------- 1,185,000 5,510,000 7,414,000 ---------- ---------- ----------
Deferred: Federal (620,000) (900,000) (1,285,000) State (105,000) (100,000) (220,000) ---------- ---------- ---------- (725,000) (1,000,000) (1,505,000) ---------- ---------- ---------- $ 460,000 $ 4,510,000 $5,909,000 ========== ========== ========== The components of the net deferred income tax asset are as follows:
December 30, December 31, 1994 1993 ------------ ------------ Net current deferred income tax asset $ 4,420,000 $ 4,205,000 Net non-current deferred income tax asset 1,610,000 1,100,000 ---------- --------- Net deferred income tax asset $ 6,030,000 $ 5,305,000 ========== ========= The tax effects of temporary differences which comprise the deferred tax assets and liabilities are as follows:
December 30, December 31, 1994 1993 Deferred income tax assets: ------------ ------------
Reserves for contract disallowances and bad debts $ 3,295,000 $ 2,540,000 Retirement liabilities 2,634,000 2,366,000 Self-insured retention 2,239,000 1,865,000 Vacation accrual 995,000 1,276,000 Legal claims reserves 934,000 950,000 Workers' compensation reserves 898,000 682,000 Other 1,971,000 2,596,000 ---------- ---------- 12,966,000 12,275,000 ---------- ----------
December 30, December 31, 1994 1993 Deferred income tax liabilities: ------------ ------------
Depreciation $ 2,936,000 $ 2,937,000 Contract retention 2,214,000 2,509,000 Other 1,786,000 1,524,000 ---------- ---------- 6,936,000 6,970,000 ---------- ---------- Net deferred income tax asset $ 6,030,000 $ 5,305,000 ========== ==========
A reconciliation of the statutory income tax rate to the effective tax rate follows:
1994 1993 1992 ---- ---- ----
Federal statutory tax rate (34.0)% 35.0% 34.0% Closure of foreign subsidiaries (4.1) - - State and foreign taxes 2.1 2.2 2.7 Amortization and write-off of goodwill 39.0 2.1 1.4 Other, net 1.1 1.1 1.4 ---- ---- ---- Effective tax rate 4.1% 40.4% 39.5% ==== ==== ====
The 1991 sale of stock of Gilbert/Commonwealth Inc. of Michigan resulted in a capital loss for federal income tax purposes of $10,225,000. As of December 30, 1994, $8,758,000 of capital loss remains available to offset future capital gains before its expiration in 1996. Due to the uncertainty of future utilization of this capital loss, no deferred income tax asset has been recorded.
4. LONG-TERM DEBT:
Long-term debt consists of the following obligations:
December 30, December 31, 1994 1993 --------- --------- Note payable, $15,000 due monthly including interest at 7.15% $ - $ 248,000 Note payable, $6,000 due monthly to 1996, including interest at 8% 111,000 171,000 Capital lease obligation, with principal payments not exceeding $9,000 due monthly to 2007, plus interest at variable rates not exceeding prime + 1/2%. 871,000 927,000 -------- --------- 982,000 1,346,000 Less current maturities (111,000) (280,000) -------- --------- $ 871,000 $1,066,000 ======== =========
The aggregate maturities of long-term debt, including the capital lease obligation, in each of the five years subsequent to 1994 are as follows:
1995 $111,000 1996 81,000 1997 48,000 1998 53,000 1999 58,000
The company leases a building under a noncancelable capital lease which expires in 2007. The agreement includes an option to purchase the building for a nominal amount upon expiration of the lease.
In connection with the aforementioned capital lease, the company has pledged as collateral the following: December 30, ----------- Land and building $ 980,000 Less accumulated depreciation (227,000) --------- $ 753,000 =========
At December 30, 1994, minimum future lease payments under the capital lease and the present value of minimum lease payments are as follows:
1995 $ 117,000 1996 117,000 1997 117,000 1998 117,000 1999 117,000 2000 and thereafter 862,000 --------- Total minimum lease payments 1,447,000 Less amount representing interest (576,000) --------- Present value of minimum lease payments $ 871,000 =========
The company and its subsidiaries have arrangements with several banks whereby unused lines of credit aggregating $14,205,000 are available at December 30, 1994 for short-term financing, with interest charges based upon the banks' prime lending rates.
5. INVENTORIES:
Inventories consist of the following:
December 30, December 31, 1994 1993 ---------- ---------- Raw materials $3,278,000 $2,985,000 Work in process and finished goods 3,483,000 3,417,000 --------- --------- $6,761,000 $6,402,000 ========= =========
6. POSTRETIREMENT BENEFITS:
Substantially all regular, full-time employees of the company and its subsidiaries are participants in various defined contribution retirement plans. Employer contributions under these plans are generally at the discretion of the company, based upon profits and employees' voluntary contributions to the plans. Company contributions charged to operations in 1994, 1993 and 1992 totaled $4,231,000, $4,369,000 and $5,121,000, respectively.
In the first quarter of 1993, the company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106). As a result, a $900,000 charge (net of $600,000 income tax benefit) or $.12 per share was recorded by the company as a cumulative effect of a change in accounting principles. This statement requires an accrual of the cost of providing postretirement benefits during the active service period of employees. Certain subsidiaries of the company currently provide life insurance benefits for retirees. The company is self- insured for these benefits, which consist primarily of $5,000 policies. Under the current program, the accumulated benefit obligation related to the life insurance policies is approximately $1,800,000 as of December 30, 1994. The accumulated benefit obligation is primarily unfunded. The discount factor used in computing the accumulated benefit obligation is 6%. The adoption of SFAS 106 did not have a material impact on current operations.
7. CAPITAL STOCK:
Except for voting privileges, shares of Class A and Class B common stock are identical. Class B stockholders must be either directors of the company, or active employees of the company or its subsidiaries. They may not sell or transfer such stock without having first extended an offer of sale to the company. There were 12,000,000 authorized shares of Class A and Class B common stock as of December 30, 1994 and December 31, 1993.
8. STOCK OPTION, AWARD AND PURCHASE PLANS:
Under the 1989 Gilbert Stock Option Plan, the company may grant to officers and other key management employees, incentive or non- qualified stock options to purchase an aggregate of 250,000 shares of common stock at a price not less than seventy-five percent of the fair market value at the date of grant. The term within which each option may be exercised is at the discretion of the company. In no case shall this term exceed ten years. Options to purchase 63,550 shares were granted at fair market value during 1994 and are exercisable between March 18, 1996 and March 18, 1999 at $17.50 per share. At December 30, 1994, 77,150 shares remain available for future grants.
A summary of stock option activity related to this plan and the 1982 and 1987 stock option plans which are no longer granting options is as follows:
Number of Number of Option Price Shares Shares Per Share Exercisable --------- ------------ ----------- Outstanding at Jan. 3, 1992 295,345 $ 8.16-$26.50 213,137 Granted 52,050 $20.00 Exercised (12,500) $ 8.16-$17.20 Expired (8,375) $17.20-$26.50 ------- Outstanding at Jan. 1, 1993 326,520 $11.84-$26.50 240,321 Granted 57,000 $21.00 Exercised (18,375) $11.84-$17.20 Expired (32,424) $17.20-$26.50 ------- Outstanding at Dec. 31, 1993 332,721 $11.84-$26.50 237,172 Granted 63,550 $17.50 Exercised (62,500) $11.84-$17.20 Expired (54,824) $17.50-$26.50 ------- Outstanding at Dec. 30, 1994 278,947 $12.00-$26.50 178,098 =======
The company has an Equity Award Plan whereby the company may grant to officers and other key management employees, awards to purchase an aggregate of 234,375 shares of common stock at a price equal to fair market value on the date of purchase. Unless accepted, the awards expire fifteen days from the date of grant. To date, awards to purchase 195,331 shares of the company's common stock have been granted and accepted at prices ranging from $11.04 to $22.20 per share. As a result of subsequent sales by participants, 72,495 of these shares remain outstanding at December 30, 1994. For a period of ten years subsequent to the date of purchase, the company is required, if requested by the participant, to repurchase shares under the plan for an amount equal to 90% of the original purchase price.
Under the Stock Bonus Purchase Plan, employees may use up to 50% of their annual incentive compensation to purchase shares of common stock at fair market value. Employees purchasing shares will receive a stock bonus as determined by the Board of Directors each year. The company may grant an aggregate of 200,000 shares under this plan. During 1994, 6,202 shares were issued under this plan. To date, 41,104 shares have been issued, and 158,896 shares remain available for future grants as of December 30, 1994.
9. SPECIAL CHARGES:
In the third quarter of 1994, the company recorded a charge to income of $15,800,000 (net of $2,000,000 income tax benefit) or $2.26 per share, associated with its nuclear service business. The charge is comprised of a $12,200,000 or $1.74 per share goodwill write-off and $1,025,000 or $.15 per share for severance and idled leased facility costs to reflect the current market conditions. The charge also includes $2,575,000 or $.37 per share to increase reserves to cover contractual issues on contracts completed in prior years. The total charge is included in selling, general and administrative expenses. The entire charge, including the goodwill write-off, will not have a material impact on future results of operations.
The $12,200,000 goodwill write-off represents the entire goodwill amount associated with United Energy Services Corporation (UESC) and its subsidiaries. UESC provides consulting services principally to the nuclear power industry.
The goodwill write-off stems primarily from the deterioration in the commercial nuclear power market. Market forces, including deregulation of the electric utility industry, the emergence of independent power producers and technological advances making fossil plants more efficient, have particularly affected the commercial nuclear industry, resulting in a dramatic decline in the demand and pricing of services. These changing market conditions have resulted in increased competition on those services typically provided by UESC. UESC incurred substantial losses late in 1993 and continued to operate at a loss through 1994. For these reasons, and the continued uncertainty surrounding UESC's nuclear business returning to a level of profitability sufficient to recover the carrying values of goodwill, it became apparent to management that UESC's goodwill is permanently impaired and no longer has any value.
During the second quarter of 1994, the company closed foreign subsidiaries and settled certain contractual issues which had been previously reserved. The combination of these two events increased net income by $75,000 or $.01 per share. Income(Loss) before provision for taxes on income(loss) and cumulative effect of changes in accounting principles was reduced by $525,000. Of this amount, $1,100,000 related primarily to a reserve for a lease obligation and severance costs, which was partially offset by a $700,000 favorable outcome on the aforementioned contract settlement. These amounts were recorded in selling, general and administrative expenses. The provision for taxes on income(loss) was reduced by $600,000 primarily due to a federal income tax deduction associated with the closure of foreign subsidiaries.
In the second quarter of 1993, the company recorded a charge to income of $2,200,000 to increase reserves for costs associated with resolving a series of claims filed by former employees of a subsidiary which was closed in 1988. This reserve is recorded in other accrued liabilities on the consolidated balance sheet. After the income tax benefit of $880,000, net income was reduced by $1,320,000 or $.18 per share. The company is contesting these matters vigorously and is in the process of pursuing various legal actions. The timing of the final resolution is not yet known.
10. OPERATING LEASES:
The company leases, as lessee, facilities, data processing equipment, office equipment, automobiles and aircraft charter services under leases expiring during the next eleven years. Total rental expense under operating lease agreements amounted to $7,000,000 in 1994, $5,900,000 in 1993 and $5,700,000 in 1992. Minimum future rentals under noncancelable operating leases with initial or remaining terms in excess of one year at December 30, 1994 are as follows:
1995 $ 5,999,000 1996 4,488,000 1997 2,576,000 1998 2,019,000 1999 1,754,000 2000 and thereafter 6,256,000 ---------- Total minimum rentals $23,092,000 ==========
The company leases, as lessor, office space to unrelated parties under leases expiring between 1995 and 2004. Minimum future rentals under noncancelable operating leases at December 30, 1994 are as follows:
1995 $ 2,714,000 1996 2,531,000 1997 2,461,000 1998 2,520,000 1999 2,492,000 2000 and thereafter 11,108,000 ---------- Total minimum rentals $23,826,000 ==========
11. FINANCIAL INSTRUMENTS:
Letters of credit and performance bonds are issued by the company during the ordinary course of business through major domestic banks and insurance companies. The company has outstanding letters of credit and performance bonds, not reflected in the consolidated financial statements, in the amount of $5,814,000 at December 30, 1994 and $5,369,000 at December 31, 1993.
Financial instruments which potentially subject the company to the concentration of credit risk, as defined by SFAS No. 105, consist principally of accounts receivable. Concentration of credit risk with respect to receivables is limited due to the majority of customers being comprised of either public utilities or the U.S. Government.
12. CONTINGENCIES:
Various lawsuits, claims and other contingent liabilities arise in the ordinary course of the company's business. While the ultimate disposition of these contingencies is not determinable at this time, management believes that any liability resulting therefrom will not materially affect the consolidated financial statements of the company.
13. QUARTERLY FINANCIAL DATA (UNAUDITED):
NOTES: The results of operations for the quarter ended September 30, 1994 includes a charge to income of $15,800,000 (net of $2,000,000 income tax benefit) or $2.26 per share, associated with the nuclear service business.
Results of operations for the quarter ended July 1, 1994 was increased by $75,000 or $.01 per share due to the closure of foreign subsidiaries and the settlement of certain contractual issues.
Results of operations for the quarter ended July 2, 1993 includes a charge to income of $1,320,000 (net of $880,000 income tax benefit), or $.18 per share, for costs associated with resolving a series of claims filed by former employees.
The changes in accounting principles result from the company's adoption of Statements of Financial Accounting Standards for Income Taxes and Postretirement Benefits Other Than Pensions.
14. SEGMENT INFORMATION:
The company and its subsidiaries are primarily engaged in providing professional services to public utilities, governmental agencies and a variety of other customers. GAI-Tronics Corporation, a subsidiary, is engaged in the development, assembly and marketing of communication equipment. Information about the company's operations by segment for the years 1994, 1993 and 1992 is as follows:
14. SEGMENT INFORMATION (continued)
14. SEGMENT INFORMATION (continued)
Revenue by segment consists of sales to unaffiliated customers; intersegment sales are not significant. Operating profit(loss) is total revenue less operating expenses, and excludes interest expense, general corporate expenses and other income. Other income excludes $2,080,000, $1,406,000 and $715,000 in 1994, 1993 and 1992, respectively, relative to a joint venture, which is reflected in the professional services operating profit. Prior year segment information has been restated to be consistent with current year presentation. Although the company receives professional services revenue from many customers, two major customers accounted for revenues of $107,000,000, $98,000,000 and $79,000,000 in 1994, 1993 and 1992, respectively. Of these amounts, approximately $77,000,000, $58,000,000 and $54,000,000 was received from several United States governmental agencies in 1994, 1993 and 1992, respectively.
Identifiable assets by segment are those assets that are used in the operations of each segment. Corporate assets are those assets not used in the operations of a specific segment and consist primarily of cash and cash equivalents, an office facility and in prior years, short-term investments. Capital expenditures for the office facility were $393,000, $831,000 and $7,104,000 in 1994, 1993 and 1992, respectively, and are excluded from the capital expenditures above. Depreciation on the office facility amounted to $619,000, $598,000 and $164,000 in 1994, 1993 and 1992, respectively, and is also excluded from the depreciation and amortization above.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.
PART III
Other than portions of Item 10, which are included in Item 4A
hereof, this Part (i.e., Item 10
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The financial statements filed herewith under Part II,
Item 8, include the consolidated balance sheets at
December 30, 1994 and December 31, 1993, and the
consolidated statements of operations, consolidated
statements of stockholders' equity and consolidated
statements of cash flows for the years 1994, 1993 and 1992
of Gilbert Associates, Inc. and its subsidiaries.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the registrant during
the last quarter of 1994.
(c) Exhibits.
3.1 Restated Certificate of Incorporation of Gilbert
Associates, Inc. as currently in effect.
Incorporated by reference to Exhibit 3(a) of Annual
Report of the registrant on Form 10-K for the fiscal
year ended December 29, 1989 (File No. 0-12588).
3.2 By-laws of Gilbert Associates, Inc. as currently in
effect. Incorporated by reference to Exhibit 28 to
the Quarterly Report of the registrant on Form 10-Q
for the period ended March 30, 1990 (File No. 0-
12588).
The following Exhibits 10.1 through 10.5 are
compensatory plans or arrangements required to be
filed as exhibits to this Annual Report on Form 10-K
pursuant to Item 14(c):
10.1 Gilbert Associates, Inc. Equity Award Plan.
Incorporated by reference to Exhibit 4 to
Registration Statement on Form S-8 filed by
registrant under the Securities Act of 1933 (No. 33-
15289).
10.2 1989 Gilbert Stock Option Plan. Incorporated by
reference to Exhibit 4(a) to Registration Statement
on Form S-8 filed by registrant under the Securities
Act of 1933 (No. 33-32288).
10.3 Gilbert Associates, Inc. Stock Bonus Purchase Plan.
Incorporated by reference to Exhibit 4 to
Registration Statement on Form S-8 filed by registrant
under the Securities Act of 1933 (No. 33-37793).
10.4 Gilbert Associates, Inc. Benefit Equalization Plan,
effective January 1, 1989. Incorporated by
reference to Exhibit 10(g) of Annual Report of the
registrant on Form 10-K for the fiscal year ended
January 1, 1993 (File No. 0-12588).
10.5 Gilbert Associates, Inc. split dollar life insurance
policy for an officer of the company. Incorporated
by reference to Exhibit 10(h) of Annual Report of
the registrant on Form 10-K for the fiscal year
ended January 1, 1993 (File No. 0-12588).
21 A complete list of the registrant's subsidiaries.
23 Consent of Coopers & Lybrand L.L.P., registrant's
independent accountants, to the use of their report
on the consolidated financial statements.
27 Financial Data Schedules for the year ended
December 30, 1994.
99.1 Annual Report on Form 11-K, pursuant to Section
15(d) of the Securities Exchange Act of 1934, of the
Stock Purchase Program for Employees of Gilbert
Associates, Inc. and its subsidiaries for the year
ended December 31, 1994. (To be filed by
amendment.)
99.2 Annual Report on Form 11-K, pursuant to Section
15(d) of the Securities Exchange Act of 1934, of the
Retirement Savings Plan for Employees of Gilbert
Associates, Inc. and its subsidiaries for the year
ended December 31, 1994. (To be filed by
amendment.)
99.3 Annual Report on Form 11-K, pursuant to Section
15(d) of the Securities Exchange Act of 1934, of
United Energy Services Corporation 401(k) Profit
Sharing Plan for the year ended December 31, 1994.
(To be filed by amendment.)
99.4 Annual Report on Form 11-K, pursuant to Section
15(d) of the Securities Exchange Act of 1934, of
Resource Consultants, Inc. 401(k) Profit Sharing
Plan for the year ended December 31, 1994. (To be
filed by amendment.)
(d) Financial Statement Schedules, as required, are filed herewith.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors of Gilbert Associates, Inc.
Our report on the consolidated financial statements of Gilbert Associates, Inc. and subsidiaries is included in Part II of this Form 10-K. In connection with our audits of such financial statements, we have also audited the related financial statement schedules included on Part IV, Item 14 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center Philadelphia, Pennsylvania February 3, 1995
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 this 24th day of February 1995.
GILBERT ASSOCIATES, INC.
By /s/T. S. Cobb T. S. Cobb President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Signature Title Date
Chairman of the Board /s/A. F. Smith and Director February 24, 1995 A. F. Smith President and Chief Executive Officer (Principal Executive /s/T. S. Cobb Officer) and Director February 24, 1995 T. S. Cobb
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) /s/J. R. Itin and Director February 24, 1995 J. R. Itin
/s/J. W. Boyer, Jr. Director February 24, 1995 J. W. Boyer, Jr.
/s/D. E. Lyons Director February 24, 1995 D. E. Lyons
/s/J. W. Stratton Director February 24, 1995 J. W. Stratton
/s/J. A. Sutton Director February 24, 1995 J. A. Sutton
/s/D. K. Wilson, Jr. Director February 24, 1995 D. K. Wilson, Jr.