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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______.
COMMISSION FILE NUMBER 0-27290
KSW, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-3191686
------------------------------- --------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
37-16 23RD STREET, LONG ISLAND CITY, NEW YORK 11101
- --------------------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
718-361-6500
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
--- ---
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER
(AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT).
YES NO X
--- ---
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:
OUTSTANDING AT
CLASS NOVEMBER 12, 2003
----- -----------------
COMMON STOCK, $.01 PAR VALUE 5,470,311
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KSW, INC.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2003
--------------------------------
TABLE OF CONTENTS
PAGE NO. 2
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PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - 3
September 30, 2003 and December 31, 2002
Consolidated Statements of Operations - 4
Three and nine months ended September 30, 2003
and 2002
Consolidated Statements of Comprehensive Income (Loss) -
Three and nine months ended September 30, 2003 and 2002 5
Consolidated Statements of Cash Flows
Nine months ended September 30, 2003 and 2002 6
Notes to Consolidated Financial Statements 7
Accountants' Review Report 9
Item 2. Management's Discussion and Analysis of 10
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 14
Market Risk
Item 4. Controls and Procedures 14
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PART II OTHER INFORMATION
Item 1 Legal Proceedings 15
Item 2 Changes in Securities and Use of Proceeds 15
Item 3 Defaults Upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits and Reports on Form 8-K 15
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SIGNATURE 16
INDEX TO EXHIBITS 17
2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
KSW, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
September. 30, 2003 December 31, 2002
------------------- -----------------
ASSETS (unaudited)
- ------
Current assets:
Cash $ 2,370 $ 2,516
Marketable securities 552 473
Accounts receivable, less allowance
for doubtful accounts of $200 at
9/30/03 and 12/31/02 9,082 6,774
Retainage receivable 2,190 2,746
Costs and estimated earnings in excess of
billings on uncompleted contracts 460 569
Prepaid expenses and other receivables 426 446
--------- --------
Total current assets 15,080 13,524
Property and equipment, net of accumulated
depreciation of $ 1,814 and $ 1,805 at 9/30/03
and 12/31/02, respectively 170 232
Accounts receivable 1,937 1,937
Deferred income taxes and other 1,470 1,478
--------- ---------
TOTAL ASSETS $18,657 $17,171
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable $ - $ 387
Accounts payable 6,782 7,075
Retainage payable 1,171 1,317
Accrued payroll and related benefits 363 247
Accrued expenses 209 171
Billings in excess of costs and estimated
earnings on uncompleted contracts 2,967 832
--------- ---------
Total current liabilities 11,492 10,029
--------- ---------
Commitments and contingencies (Note 3)
Stockholders' equity:
Preferred stock, 1,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $.01 par value; 25,000,000 shares
authorized; 5,470,311 shares issued
and outstanding at 9/30/03 and 12/31/02 54 54
Additional paid-in capital 9,729 9,729
Accumulated deficit (2,630) (2,593)
Accumulated other comprehensive income (loss):
Net unrealized holding income (loss) on available
for sale securities 12 (48)
--------- ---------
Total stockholders' equity 7,165 7,142
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,657 $ 17,171
========= =========
See accompanying notes to consolidated financial statements.
3
KSW, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(unaudited)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
Sept. 30, 2003 Sept. 30, 2002 Sept. 30, 2003 Sept. 30, 2002
------------------- ------------------- ------------------- -----------------
Revenues $11,000 $ 10,600 $29,270 $ 38,494
Cost of revenues 9,991 9,348 27,242 34,373
----------- ----------- ----------- -----------
Gross profit 1,009 1,252 2,028 4,121
Selling, general and administrative
Expenses 830 980 2,012 3,453
----------- ----------- ----------- -----------
Operating income 179 272 16 668
----------- ----------- ----------- -----------
Other expense:
Interest expense, net (5) (1) (29) (2)
Gain (loss) on sale of marketable securities 3 (23) (36) (70)
----------- ----------- ----------- -----------
Total other expense, net (2) (24) (65) (72)
----------- ----------- ----------- -----------
Income (loss) before provision (benefit) for
income taxes 177 248 (49) 596
Provision (benefit) for income taxes 11 128 (12) 315
Income (loss) before cumulative effect of
change in accounting principle 166 120 (37) 281
Cumulative effect of change in accounting for
goodwill, net of income tax benefit of
$1,659 - - - (1,855)
----------- ----------- ----------- -----------
Net income (loss) $ 166 $ 120 $ (37) $ (1,574)
=========== =========== =========== ===========
Income (loss) per common share basic and
diluted before effect of change in
accounting principle $ .03 $ .02 $ (.01) $ .05
Cumulative effect of change in accounting
principle - - - (.34)
----------- ----------- ----------- -----------
Basic and diluted income (loss) per common
share $ .03 $ .02 $ (.01) $ (.29)
=========== =========== =========== ===========
Weighted average common shares outstanding:
Basic 5,470,311 5,470,311 5,470,311 5,470,311
Diluted 5,470,311 5,470,311 5,470,311 5,470,311
See accompanying notes to consolidated financial statements.
4
KSW, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS)
(unaudited)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
Sept. 30, 2003 Sept. 30, 2002 Sept. 30, 2003 Sept. 30, 2002
-------------- -------------- -------------- --------------
Net income (loss) $ 166 $ 120 $ (37) $ (1,574)
---------- ---------- ---------- ----------
Other comprehensive income (loss) before tax:
Net unrealized holding gains (losses)
arising during the period 6 (75) 146 (57)
Less: reclassification adjustment for losses
included in net income (loss) 3 (23) (36) (70)
---------- ---------- ---------- ----------
Other comprehensive income (loss)
before tax 9 (98) 110 (127)
Income tax related to items of
other comprehensive income (loss) (4) 60 (50) 60
---------- ---------- ---------- ----------
Other comprehensive income (loss),
net of tax 5 (38) 60 (67)
---------- ---------- ---------- ----------
Total comprehensive income (loss) $ 171 $ 82 $ 23 $ (1,641)
========== ========== ========== ==========
See accompanying notes to consolidated financial statements
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(unaudited)
Nine Months Nine Months
Ended Sept. 30, 2003 Ended Sept. 30,2002
-------------------- -------------------
Cash flows from operating activities:
Net loss $ (37) $ (1,574)
Adjustments to reconcile net loss to cash provided by
operating activities:
Depreciation and amortization 69 95
Write off of goodwill, net - 1,855
Deferred income taxes (50) 279
Realized loss on sale of marketable
securities 36 70
Changes in operating assets and liabilities:
Accounts receivable (2,308) 5,947
Retainage 556 (285)
receivable
Costs and estimated earnings in
excess of billings on uncompleted
contracts 109 (659)
Prepaid expenses and other receivables 20 (65)
Other 8 -
Accounts payable (293) (3,368)
Retainage payable (146) (167)
Accrued payroll and related benefits 116 (398)
Accrued expenses 38 81
Billings in excess of costs and
estimated earnings on uncompleted
contracts 2,135 (35)
--------- ---------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 253 1,776
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment (7) (59)
Proceeds received on sale of marketable
securities 365 295
Purchase of marketable securities (370) (299)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (12) (63)
--------- ---------
Cash flows from financing activities:
Decrease in loan payable (387) (190)
Long-term liabilities - (9)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (387) (199)
--------- ---------
NET INCREASE (DECREASE) IN CASH
(146) 1,514
Cash, beginning of period 2,516 715
--------- ---------
Cash, end of period $ 2,370 $ 2,229
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for:
Interest $ 33 $ 22
Income taxes $ 38 $ 27
See accompanying notes to consolidated financial statements.
6
KSW, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Nature of Operations and Basis of Presentation
----------------------------------------------
The Company furnishes and installs heating, ventilating and air conditioning
systems and process piping systems for institutional, industrial, commercial,
high-rise residential and public works projects, primarily in the New York
Metropolitan area. The Company also serves as a mechanical trade manager,
performing project management services relating to the mechanical trades. For
reporting purposes, the Company considers itself to be one operating segment.
The unaudited consolidated financial statements presented herein have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the information and note disclosures required by accounting principles
generally accepted in the United States of America. These statements should be
read in conjunction with the consolidated financial statements and notes thereto
included in the Company's Form 10-K for the year ended December 31, 2002. In the
opinion of management, the accompanying unaudited consolidated financial
statements include all adjustments, necessary for a fair presentation of the
financial position of the Company as of September 30, 2003 and December 31,
2002, and the results of operations and comprehensive income (loss) for three
and nine month periods ended September 30, 2003 and 2002 and cash flows for the
nine months ended September 30, 2003 and 2002. Because of the possible
fluctuations in the marketplace in the construction industry, operating results
of the Company on a quarterly basis may not be indicative of operating results
for the full year. Certain amounts in the 2002 unaudited consolidated financial
statements have been reclassified for comparative purposes to conform with the
2003 presentation. These reclassifications did not affect net income or working
capital as previously reported.
2. Significant Accounting Policies
-------------------------------
The significant accounting policies followed by the Company and its subsidiary
in preparing its consolidated financial statements are set forth in Note 2 to
such consolidated financial statements included in Form 10-K for the year ended
December 31, 2002. The Company has made no significant changes to these policies
during 2003.
7
3. Contingencies
-------------
Except as listed below, the Company is not aware of any pending or threatened
legal proceedings which could have a material adverse effect on its financial
position or results of operations. The following are the material lawsuits in
which the Company is a party:
a. Co-op City. In February 1999, the Company sued the general contractor
and its bonding company in New York State Supreme Court, Queens County
to recover its contract balance and unpaid proposals in the sum of
$5,770,919. Included in that sum is a claim for unanticipated costs
incurred through 1998 in the sum of $3,662,734, which amount has not
been reflected as a claim receivable in the Company's financial
statements because it is the policy of the Company not to record
income from claims until the claims have been received or awarded. The
defendant has asserted counterclaims totaling $6,269,000, which the
Company believes lack merit. While the Company and its counsel believe
its lawsuit has merit, there is no guaranty of a favorable outcome.
This case was tried for 24 days and adjourned by the Court to January
2004 for further trial proceedings. The financial statements at
September 30, 2003 and December 31, 2002, include accounts receivable
of approximately $1,937,000 related to this project, consisting of
accounts receivable of approximately $437,000 and unpaid final
retainage billings of approximately $1,500,000.
b. Other Proposals and Claims. During the ordinary and routine course of
its work on construction projects, the Company may incur expenses for
work outside the scope of its contractual obligations, for which the
owner or general contractor agrees that the Company will be entitled
to additional compensation, but where there is not yet an agreement on
price. The Company's financial statements include the Company's
estimates of amounts it believes will be ultimately received on these
authorized proposals. Also during the course of its work on
construction projects, the Company may incur expenses for work outside
the scope of its contractual obligations, for which no acknowledgment
of liability exists from the owner or general contractor for such
additional work. These claims may include change proposals for extra
work or requests for an equitable adjustment to the Company's contract
price due to unforeseen disruptions to its work. In accordance with
accounting principles generally accepted in the United States of
America for the construction industry, until written acknowledgment of
the validity of the claims are received, these claims are not
recognized in the accompanying financial statements. No accruals have
been made in the accompanying consolidated financial statements
related to these proposals for which no acknowledgment of liability
exists. While the Company has been generally successful in obtaining a
favorable resolution of such claims, there is no assurance that the
Company will be successful in the future.
8
ACCOUNTANTS' REVIEW REPORT
- --------------------------
To the Board of Directors and Stockholders
KSW, Inc. and Subsidiary
37-16 23rd Street
Long Island City, New York 11101
We have reviewed the accompanying consolidated balance sheet of KSW, Inc. and
Subsidiary as of September 30, 2003, and the related consolidated statements of
operations and comprehensive income (loss) for the three-month and nine month
periods ended September 30, 2003 and the statement of cash flows for the nine
month period ended September 30, 2003. These consolidated financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the consolidated
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we were not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
The consolidated financial statements of KSW, Inc. and Subsidiary as of December
31, 2002 were audited by other auditors, whose report dated February 19, 2003,
expressed an unqualified opinion on those statements. The three month and nine
month periods ended September 30, 2002 consolidated financial statements of KSW,
Inc. and Subsidiary were reviewed by other accountants, whose report was dated
November 6, 2002.
Marden, Harrison & Kreuter
Certified Public Accountants, P.C.
White Plains, New York
October 30, 2003
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
RESULTS OF OPERATIONS
- ---------------------
Revenues
Total revenues for the quarter ended September 30, 2003 increased by $400,000 or
3.8% to $11,000,000 as compared to $10,600,000 for the quarter ended September
30, 2002. During the nine months ended September 30, 2003, revenues decreased
$9,224,000 or 24.0% to $29,270,000 compared to $38,494,000 for the nine months
ended September 30, 2002. The revenue declines for the nine month periods ended
September 30, 2003 and 2002 were primarily a result of market conditions which
were impacted by a slower economy and the attacks on September 11, 2001, causing
fewer contracts to be bid. The majority of the Company's new projects in 2003,
which were originally projected to be underway during the early part of January
2003, did not commence until the latter half of the first quarter of 2003, which
also contributed to the decrease in revenue for the nine month period ended
September 30, 2003. During the quarter ended September 30, 2003, the revenue
earned was a result of the progression of those new projects. During the period
ended September 30, 2002, the Company obtained most of its revenues from new
projects which started during the latter part of 2001 and continued through 2002
for such projects. As of September 30, 2003, the Company had backlog of
approximately $21,700,000 as compared to approximately $25,000,000 as of
September 30, 2002. The Company is actively seeking new contracts to add to its
backlog.
Cost of Revenues
Cost of revenues for the quarter ended September 30, 2003 increased by $643,000
or 6.9%, to $9,991,000 as compared to $9,348,000 for the quarter ended September
30, 2002. Cost of revenues for the nine months ended September 30, 2003
decreased $7,131,000 or 20.7% to $27,242,000 as compared to $34,373,000 for the
nine months ended September 30, 2002 as a result of the decrease in revenues
noted above.
Gross Profit
For the quarter ended September 30, 2003, there was a gross profit of $1,009,000
or 9.2% as compared to a gross profit of $1,252,000 or 11.8% for the quarter
ended September 30, 2002. For the nine months ended September 30, 2003, there
was a gross profit of $2,028,000 or 6.9% as compared to a gross profit of
$4,121,000 or 10.7% for the nine months ended September 30, 2002. These declines
during the three and nine month periods ended September 30, 2003, were primarily
a result of reduced revenues caused by the delayed start of new projects. During
the three and nine month periods ended September 30, 2002, the majority of the
gross profit was earned by mechanical trade contracts on which work commenced in
the latter part of 2001.
10
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") for the third quarter
ended September 30, 2003, decreased by $150,000 or 15.3%, to $830,000 as
compared to $980,000 for the quarter ended September 30, 2002. SG & A expenses
for the nine month period ended September 30, 2003 decreased $1,441,000 or 41.7%
to $2,012,000 as compared to $3,453,000 for the nine months ended September 30,
2002. During the three and nine months ended September 30, 2003 and 2002, legal
costs decreased by approximately $52,000 and $1,012,000, respectively. During
the nine months ended September 30, 2003, legal costs were related to the
Stroock & Stroock & Lavan, LLP ("Stroock") lawsuit as well as the Co-Op City
litigation. During the nine months ended September 30, 2003, the Company reached
a settlement related to its legal action against Stroock, whereby Stroock paid
the Company approximately $850,000 and dismissed its counterclaim for payment of
additional legal fees. This settlement reduced SG&A expenses during the nine
months ended September 30, 2003. During the nine months ended September 30,
2002, legal costs were incurred in connection with the Helionetics Creditors
Committee lawsuit and the Co-Op City lawsuit. In addition, medical costs
decreased approximately $90,000 for the nine month period ended September 30,
2003, in comparison to the same period in 2002. The majority of the remaining
decrease in SG&A during the three and nine month periods ended September 30,
2003 and 2002 was due to trade management contracts. On these projects, certain
administration costs are job costed instead of being carried in selling, general
and administrative costs.
Other Expense
Other expense for the quarter ended September 30, 2003, decreased by $22,000 to
$2,000 as compared to $24,000 for the quarter ended September 30, 2002, largely
due to realized losses on the sale of marketable securities included in the
Company's managed stock funds and interest related to the Company's utilization
of its line of credit facility during the period. Other expense for the nine
months ended September 30, 2003, decreased $7,000 to $65,000 as compared to
$72,000 for the nine months ended September 30, 2002 for the same reasons.
Provision for Income Taxes
The income tax provision for the quarter ended September 30, 2003 was $11,000 as
compared to a tax provision of $128,000 for the quarter ended September 30,
2002. The income tax benefit for the nine months ended September 30, 2003 was
$12,000 as compared to a tax provision of $315,000 for the nine months ended
September 30, 2002. The tax benefit for 2003 differs from the Company's
effective income tax rate primarily due to a deferred income tax valuation
allowance against the tax benefit applicable to the current period loss, as well
as the reversal of deferred taxes associated with the net unrealized holding
gains (losses) on available for sale marketable securities. In addition, the tax
rates in both periods were affected by certain state and local taxes which are
based on net worth.
11
Change in Accounting for Goodwill
The Financial Accounting Standards Board issued SFAS 142 entitled "Goodwill and
Other Intangible Assets" which became effective on January 1, 2002. In
accordance with this pronouncement goodwill is no longer amortized and is tested
each year for impairment. Since the goodwill applied to the entire Company as a
whole and the fair value of the Company as represented by its market
capitalization was significantly below its net worth including the goodwill, the
goodwill of $3,514,000 ($1,855,000 net of taxes), was written off during the
first quarter of 2002.
Net Income (Loss)
As a result of all the items mentioned above, the Company had net income of
$166,000 for the quarter ended September 30, 2003 as compared to net income of
$120,000 for the quarter ended September 30, 2002. For the nine months ended
September 30, 2003, the net loss was $37,000 as compared to a net loss of
$1,574,000 for the period ended September 30, 2002.
Liquidity and Capital Resources
The Company's principal capital requirements have been to fund working capital
needs. The Company has historically relied primarily on internally generated
funds and bank borrowings to finance its operations and expansion.
Cash provided by operating activities
Net cash provided by operations was $253,000 and $1,776,000 for the nine months
ended September 30, 2003 and 2002, respectively. The cash provided by operations
for the nine months ended September 30, 2003 is primarily a result of the
progression of newer projects started in the early portion of 2003. The cash
provided by operations for the nine months ended September 30, 2002, is a result
of operating income during the period and improved collections of receivables.
Cash used in investing activities
Net cash used in investing activities was $12,000 during the nine months ended
September 30, 2003 as compared to $63,000 during the nine months ended September
30, 2002. A portion of the change in both periods was a result of the purchase
of property and equipment totaling $7,000 and $59,000 during the periods ended
September 30, 2003 and 2002, respectively. In addition, the Company purchased
marketable securities of $370,000 and $299,000 during the periods ending
September 30, 2003 and 2002, respectively, and received proceeds of $365,000 and
$295,000 during the periods ended September 30, 2003 and 2002, respectively.
Cash used in financing activities
Net cash used in financing activities was $387,000 and $199,000 for the nine
months ended September 30, 2003 and 2002 respectively. The change in both
periods was a result of the Company's repayment of its line of credit advances.
12
The Company currently has a $2,000,000 line of credit with Merrill Lynch, which
expires on December 31, 2003. The line of credit calls for borrowing at 3% over
the 30-Day Dealer Commercial Paper Rate (1.02 % at September 30, 2003). At
September 30, 2003 the Company had no borrowings against the facility. The
Company is negotiating a renewal of this line of credit.
The Company's backlog at September 30, 2003 was approximately $21,700,000
compared to $25,000,000 at September 30, 2002. The Company is actively seeking
new contracts.
The Company's current bonding limits are sufficient given the volume and size of
the Company's contracts. The Company's surety may require that the Company
maintain certain tangible net worth levels and may require additional guarantees
if the Company should desire increased bonding limits. At September 30, 2003,
approximately $10,000,000 of the Company's approximately $21,700,000 of backlog
was bonded.
The Company believes its current cash resources are adequate to fund its working
capital requirements in the next year. However, the Company's capital resources
may not be sufficient to sustain a substantial decline in revenue. The Company's
management has had experience in expanding into new geographic areas with the
Company's predecessors; however, to date the Company has conducted its
operations primarily in the New York City metropolitan area.
The Company currently has no significant capital expenditure commitments.
Forward-Looking Statements
- --------------------------
Certain statements contained in this report are not historical facts, and
constitute "forward-looking statements" (as such term is defined in the Private
Securities Litigation Reform Act of 1995). These forward looking statements
generally can be identified as statements that include phrases such as
"believe", "expect", "anticipate", "intend", "plan", "foresee", "likely", "will"
or other similar words or phrases. Such forward-looking statements concerning
management's expectations, strategic objectives, business prospects, anticipated
economic performance and financial condition, and other similar matters involve
known and unknown risks, uncertainties and other important factors that could
cause the actual results, performance or achievements of results to differ
materially from any future results, performance or achievements discussed or
implied by such forward-looking statements. This document describes factors that
could cause actual results to differ materially from expectation of the Company.
All written and oral forward-looking statements attributable of the Company or
persons acting on behalf of the Company are qualified in their entirety by such
factors. Such risks, uncertainties, and other important factors include, among
others: low labor productivity and shortages of skilled labor, recent federal
government tariff increases on foreign steel imports, economic downturn,
reliance on certain customers, competition, ability to obtain bonding,
inflation, the adverse effect of the attack of September 11, 2001 on public
budgets and insurance costs, the availability of private funds for construction,
and other various matters, many of which are beyond the Company's control and
other factors as are described at the end of "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations" of the Company's
Form 10-K for the fiscal year ended December 31, 2002. Forward-looking
statements speak only as of the date of the document in which they are made. The
Company disclaims any obligation or undertaking to provide any updates or
revisions to any forward-looking statement to reflect any change in the
Company's expectations or any change in events, conditions or circumstances on
which the forward-looking statement is based.
13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The Company does not utilize futures, options or other derivative instruments.
As of September 30, 2003, the Company has invested $552,000 in managed stock
funds selected by Merrill Lynch.
The Company's market risk exposure with respect to financial instruments depends
upon changes in the "30-Day Dealer Commercial Paper Rate" which at September 30,
2003 was 1.02 %. The Company may borrow up to $2,000,000 under its credit
facility. Amounts outstanding under the credit facility bear interest at 3% over
the 30-day dealer commercial paper rate (4.02% at September 30, 2003). The
Company currently does not use interest rate derivative instruments to manage
exposure to interest rate changes. There was no outstanding debt under this
facility at September 30, 2003. The Company is negotiating a renewal of this
line of credit.
ITEM 4. CONTROLS AND PROCEDURES
-----------------------
The Company's management evaluated, with the participation of the Company's
principal executive and principal financial officers, the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), as of September 30, 2003. Based on their evaluation, the Company's
principal executive and principal financial officers concluded that the
Company's disclosure controls and procedures were effective as of September 30,
2003.
There has been no change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the Company's fiscal quarter ended September 30, 2003, that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
- ---------------------------
ITEM 1. LEGAL PROCEEDINGS
See Note 3 to Consolidated Financial Statements, which is incorporated herein by
reference.
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
None.
14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 11 - Statement regarding computation of income (loss) per
share
Exhibit 15 - Accountants' Acknowledgment
Exhibit 31.1 - Certification by the Chief Executive Officer pursuant
to Section 302 of the Sarbarnes-Oxley Act of 2002.
Exhibit 31.2 - Certification by the Chief Financial Officer pursuant
to Section 302 of the Sarbarnes-Oxley Act of 2002.
Exhibit 32.1 - Certification by the Chief Executive Officer pursuant
to 18 U.S.C. Section 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished herewith).
Exhibit 32.2 - Certification by the Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished herewith).
(b) Reports on Form 8-K:
Current report on Form 8-K, dated September 17, 2003, reporting,
under Item 4, the dismissal of Rosen Seymour Shapss Martin & Company
LLP as the Company's auditors, and the engagement of Marden Harrison
& Kreuter, CPA's P.C. as the Company's principal public accountant
and auditor.
15
SIGNATURE
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.
KSW, INC.
Date: November 12, 2003
/s/ Richard W. Lucas
--------------------------------------------
Richard W. Lucas
Chief Financial Officer
(Principal Financial and Accounting Officer
and Duly Authorized Officer)
16
KSW, INC.
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered
------ ----------- Page
--------------
11 Statement regarding computation of income (loss) per share 18
15 Accountants' Acknowledgment 19
31.1 Certification by the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. 20
31.2 Certification by the Chief Financial Officer pursuant to
Section 302 of the Sabarnes-Oxley Act of 2002. 21
32.1 Certification by the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished herewith). 22
32.2 Certification by the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished herewith). 23
17