UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
Commission file number 0-10786
INSITUFORM TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3032158
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
702 SPIRIT 40 PARK DRIVE
CHESTERFIELD, MISSOURI 63005
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: 636-530-8000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which reported
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Class A Common Shares, $.01 par value The Nasdaq Stock Market
Preferred Stock Purchase Rights The Nasdaq Stock Market
Indicate by a 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant as of June 30, 2004: $435,104,298
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: Class A common shares, $.01 par
value, as of March 1, 2005: 26,811,355 shares
DOCUMENTS INCORPORATED BY REFERENCE
As provided herein, portions of the documents below are incorporated by
reference:
Document Part-Form 10-K
Registrant's Proxy Statement Part III
for the 2005 Annual Meeting of
Stockholders
PART I
Item 1. Business
FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K contains various forward-looking
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995) that are based on information currently available to the management
of Insituform Technologies, Inc. and on management's beliefs and assumptions.
When used in this document, the words "anticipate," "estimate," "believes,"
"plans," and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying such statements. Such
statements are subject to risks and uncertainties. The Company's actual results
may vary materially from those anticipated, estimated or projected due to a
number of factors, such as the competitive environment for the Company's
products and services, the availability of raw materials used in the
Insituform(R) cured-in-place-pipe ("Insituform CIPP") process, increased
competition upon expiration of the Company's patents or the inadequacy of one or
more of its CIPP process patents to protect its operations, the geographical
distribution and mix of the Company's work, the ability of the Company to
attract business at acceptable margins,foreseeable and unforeseeable issues in
projects that make it difficult or impossible to meet projected margins, the
timely award or cancellation of projects, political circumstances impeding the
progress of work, the Company's ability to remain in compliance with its
financial covenants, the regulatory environment, the outcome of the Company's
pending litigation and other factors set forth in reports and other documents
filed by the Company with the Securities and Exchange Commission from time to
time. The Company does not assume a duty to update forward-looking statements.
Please use caution and do not place reliance on forward-looking statements.
GENERAL
Insituform Technologies, Inc. is a worldwide company specializing in
trenchless technologies to rehabilitate, replace, maintain and install
underground pipes. The Company has three principal operating segments:
rehabilitation, tunneling and Tite Liner. These segments have been determined
primarily based on the types of products sold by each segment, and each is
regularly reviewed and evaluated separately. While the Company uses a variety of
trenchless technologies, the Insituform(R) CIPP process contributed 69.2% and
65.5% of its revenues in 2004 and 2003, respectively. The tunneling segment has
grown through organic growth combined with a business acquisition in 2002.
Revenues are generated by the Company and its subsidiaries operating
principally in the United States, Canada, the United Kingdom, the Netherlands,
France, Belgium, Spain, Switzerland and Chile, and include product sales and
royalties from several joint ventures in Europe, and unaffiliated licensees and
sub-licensees throughout the world. The United States remains the Company's
single largest market, representing 81.0% of total revenue in 2004. See Note 15
to the Company's Consolidated Financial Statements contained in this report for
additional segment information and disclosures.
The Company was incorporated in Delaware in 1980, under the name
Insituform of North America, Inc. The Company was originally formed to act as
the exclusive licensee of the Insituform CIPP Process in most of the United
States. When the Company acquired its licensor in 1992, the name of the Company
was changed to Insituform Technologies, Inc. As a result of its successive
licensee acquisitions, the Company's business model has evolved from licensing
technology and manufacturing materials to performing the entire Insituform CIPP
Process and other trenchless technologies itself.
As used in this Annual Report on Form 10-K, the terms "Company" and
"Insituform Technologies" refer to the Company and, unless the context otherwise
requires, its direct and indirect wholly-owned subsidiaries. For certain
information concerning the Company by industry segment and by each geographic
area, see Note 15 of the Notes to the Company's Consolidated Financial
Statements.
2
The Company's website is www.insituform.com. The Company makes available
on this website under "Investor Relations - SEC," free of charge, its annual
report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form
8-K (and amendments to those reports) as soon as reasonably practicable after
the Company electronically files such material with, or furnishes it to, the
Securities and Exchange Commission. In addition, the Company's Code of Ethics
for its Chief Executive Officer, Chief Financial Officer and senior financial
employees, its Business Code of Conduct applicable to its officers, directors
and employees, its Corporate Governance Guidelines, and its Board committee
charters are available, free of charge, on this website. These documents will be
made available, free of charge, to any stockholder requesting them.
TECHNOLOGIES
Pipeline System Rehabilitation
The Insituform CIPP Process for the rehabilitation of sewers, pipelines
and other conduits utilizes a custom-manufactured tube, or liner, made of a
synthetic fiber. After the tube is saturated (impregnated) with a thermosetting
resin mixture, it is installed in the host pipe by various processes and the
resin is then hardened, usually by heating it using various means, forming a new
rigid pipe within a pipe.
Pipebursting is a trenchless method for replacing deteriorated or
undersized pipelines. A bursting head is propelled through the existing
pipeline, fracturing the host pipe and displacing the fragments outward,
allowing a new pipe to be pulled in to replace the old line. Pipes can be
replaced size-for-size or upsized.
Microtunneling is a trenchless method of drilling a new tunnel from
surface operated equipment. Microtunneling is typically used for gravity sewers
at depths greater than 15 feet, in congested areas, where unstable ground
conditions exist, where construction is below the water table, or where
contamination zones are present.
Sliplining is a method used to push or pull a new pipeline into an old
one. With segmented sliplining, short segments of pipe are joined to form the
new pipe. For gravity sewer rehabilitation, these short segments can often be
joined in a manhole or access structure, eliminating the need for a large
pulling pit.
The Insituform ArmorGRiP(TM) Process uses a proprietary product to
rehabilitate large diameter sanitary or storm sewers. A proprietary process is
used to construct fiberglass reinforced panels to custom size and thickness. The
panels are individually placed in the sewer and the seams are sealed.
See "Patents and Licenses" below for information concerning these
technologies and the Company's NuPipe Process and Thermopipe process.
Tunneling
Tunneling typically encompasses the construction of man-entry sized
pipelines with access through vertical shafts. From the vertical shaft, a tunnel
is constructed using a steerable, locally controlled tunnel boring machine. Pipe
is typically installed after the tunnel is constructed.
3
Tite Liner Process
The Company's Tite Liner(R) ("Tite Liner") process is a method of lining
new and existing pipe with a corrosion and abrasion resistant polyethylene pipe.
REHABILITATION ACTIVITIES
The Company's rehabilitation activities are conducted principally through
installation and other construction operations performed directly by the Company
or its subsidiaries. In those areas of the world in which the Company's
management believes it would not be desirable for the Company to capitalize on
its trenchless processes directly, the Company has granted licenses to
unaffiliated companies. As described under "Ownership Interests in Operating
Licensees and Project Joint Ventures" below, the Company also has entered into
joint ventures from time to time to capitalize on its trenchless rehabilitation
processes. Under these contractual joint venture relationships, work is bid by
the joint venture entity and subcontracted to the joint venture partners or to
third parties. The joint venture partners are primarily responsible for their
subcontracted work, but both joint venture partners are liable to the customer
for all of the work. Revenue and associated costs are recorded using
percentage-of-completion accounting for the Company's subcontracted portion of
the total contract only.
The Company's principal rehabilitation activities are conducted in North
America directly by the Company or through subsidiaries. The Company holds the
Insituform CIPP Process rights for the United States and Canada. In North
America, the Company offers the Insituform CIPP Process throughout the United
States and in Canada. Significant pipebursting rehabilitation activities have
been conducted in the southeastern and southwestern regions of the United States
by the Company.
North American rehabilitation operations, including research and
development, engineering, training and financial support systems, are
headquartered in Chesterfield, Missouri. Tube manufacturing and processing
facilities for North America were maintained in seven locations, geographically
dispersed throughout the United States and Canada during 2004. During the first
quarter of 2004, the Company closed its tube manufacturing facility in Memphis,
Tennessee, and transferred its tube manufacturing operations to the Company's
existing facilities in Batesville, Mississippi.
Outside North America, the Company conducts Insituform CIPP Process
rehabilitation operations through subsidiaries in the United Kingdom, France,
Spain, the Netherlands, Switzerland and Belgium. Through one of its French
subsidiaries, Video Injection S.A., acquired in 1998, the Company utilizes
multifunctional robotic devices, developed by Video Injection, in connection
with the inspection and repair of pipelines.
European operations are headquartered in Rueil Malmaison, France, a suburb
of Paris, with principal regional facilities located in the United Kingdom,
France, Spain, the Netherlands, Switzerland and Belgium.
TUNNELING ACTIVITIES
The Company conducts tunneling, microtunneling and a range of pipe system
rehabilitation services throughout the United States directly and through its
wholly-owned subsidiary, Affholder, Inc.
TITE LINER ACTIVITIES
Tite Liner Process operations are conducted in the United States through
the Company's United Pipeline Systems division. Worldwide Tite Liner Process
operations are headquartered in the United States. Outside the United States,
Tite Liner Process installation activities are conducted through operating
subsidiaries in Chile and Canada.
4
Most of the Company's installation operations are project-oriented
contracts for municipal entities. The contracts are usually obtained through
competitive bidding or negotiations and require performance at a fixed price.
The profitability of these contracts depends heavily upon the competitive
bidding environment, the Company's ability to estimate costs accurately and the
Company's ability to effectively manage and execute project performance. Project
estimates may prove to be inaccurate due to unforeseen conditions or events. A
substantial portion of the work on any given project may be subcontracted to
third parties at a significantly lower profitability level to the Company than
work directly performed by the Company. Also, proper trenchless installation
requires expertise that is acquired on the job and through training. The
Company, therefore, provides ongoing training and appropriate equipment to its
field installation crews.
The overall profitability of the Company's installation operations is
influenced not only by the profitability of specific project contracts, but also
by the volume and timing of projects so that the installation operations are
able to operate at, or near, capacity.
The Company is required to carry insurance and provide bonding in
connection with certain installation projects and, accordingly, maintains
comprehensive insurance policies, including workers' compensation, general and
automobile liability, and property coverage. The Company believes that it
presently maintains adequate insurance coverage for all installation activities.
The Company has also arranged bonding capacity for bid, performance and payment
bonds. Typically, the cost of a performance bond is less than 1% of the contract
value. The Company and certain of its subsidiaries are required to indemnify the
surety companies for any payments the sureties are required to make under the
bonds and to hold them harmless from and against all claims, damages and
expenses which they may sustain in connection with any bond. The indemnification
obligations are secured by unperfected liens on the assets of the Company and
those subsidiaries which are parties to the applicable indemnification
agreement.
The Company generally invoices its customers as work is completed. Under
ordinary circumstances, collection from municipalities in the United States is
made within 60 to 90 days of billing. In most cases, 5% to 15% of the contract
value is withheld by the owner pending satisfactory completion of the project.
LICENSEES
The Company has granted licenses for the Insituform CIPP Process, covering
exclusive and non-exclusive territories, to licensees who provide pipe repair
and rehabilitation services throughout their respective licensed territories. At
December 31, 2004, the Insituform CIPP Process was licensed to nine unaffiliated
licensees and 13 unaffiliated sublicensees in Europe and Asia. The licenses
generally grant to the licensee the right to utilize the know-how and the patent
rights (where they exist) relating to the subject process, and to use the
Company's copyrights and trademarks.
The Company's licensees generally are obligated to pay a royalty at a
specified rate, which in many cases is subject to a minimum royalty payment.
After the September 5, 2003 acquisition of Insituform East, Inc., there were no
unaffiliated domestic licensees. Any improvements or modifications a licensee
may make in the subject process during the term of the license agreement become
the property of the Company or are licensed to the Company. Should a licensee
fail to meet its royalty obligations or other material obligations, the Company
may terminate the license. Licensees, upon prior notice to the Company, may
generally terminate the license for any reason. The Company may vary the
agreement used with new licensees according to prevailing conditions.
The Company acts as licensor under arrangements with approved installers
relating to the use of the Thermopipe(R) ("Thermopipe") Process in the United
Kingdom and elsewhere on a non-exclusive basis.
5
OWNERSHIP INTERESTS IN OPERATING LICENSEES AND PROJECT JOINT VENTURES
The Company, through its subsidiary, Insituform Holdings (UK) Limited,
holds one-half of the equity interest in Insituform Rohrsanierungstechniken
GmbH, the Company's licensee of the Insituform CIPP Process in Germany.
Insituform Rohrsanierungstechniken also conducts Insituform CIPP Process
operations in Austria, the Czech Republic, Slovakia and Hungary. The remaining
interest in Insituform Rohrsanierungstechniken is held by Per Aarsleff A/S, a
Danish contractor. The joint venture partners have rights-of-first-refusal in
the event either party determines to divest its interest.
The Company, through its subsidiary, Insituform Technologies Limited,
holds one-half of the equity interest in Insituform Environmental Techniques
Limited, the Company's licensee of the Insituform CIPP Process in Ireland. The
remaining interest is held by Environmental Techniques Limited, an Irish
contractor. The joint venture partners have rights-of-first-refusal in the event
the other party determines to divest its interest.
The Company, through its subsidiary, INA Acquisition Corp., holds one-half
of the equity interest in Insituform Italia Srl, the Company's licensee of the
Insituform CIPP Process in Italy. The remaining interest is held by Per
Aarsleff A/S. On January 18, 2005, the quotaholders (stockholders) of Insituform
Italia approved the liquidation of the Italian joint venture, as the
joint venture was no longer financially viable. During the life of the joint
venture, the Company incurred losses of $2.8 million and contributed cash of
$2.5 million to the joint venture. During the most recent fiscal year, the
Company incurred a $0.5 million loss from the joint venture and contributed cash
to the joint venture in the amount of $0.8 million. The Company does not expect
to incur any material losses going forward as the joint venture is in
liquidation. The Company expects liquidation costs of approximately $0.2
million, which have been accrued at December 31, 2004.
The Company has entered into several contractual joint ventures in order
to develop joint bids on contracts for its pipeline rehabilitation business and
for its tunneling operations. Typically, the joint venture entity holds the
contract with the owner and subcontracts portions of the work to the joint
venture partners. As part of the subcontracts, the partners usually provide
bonds to the joint venture. The Company could be required to complete its joint
venture partner's portion of the contract if the partner is unable to complete
its portion and a bond is not available. The Company continues to investigate
opportunities for expanding its business through such arrangements.
MARKETING
The marketing of the Company's rehabilitation technologies is focused
primarily on the municipal wastewater markets worldwide, which the Company
expects to remain the largest part of its business for the foreseeable future.
To help shape decision-making at every step, the Company uses a multi-level
sales force structured around target markets and key accounts, focusing on
engineers, consultants, administrators, technical staff and elected officials.
The Company also produces sales literature and presentations, participates in
trade shows, conducts national advertising and executes other marketing programs
for the Company's own sales force and those of unaffiliated licensees. The
Company's unaffiliated licensees are responsible for marketing and sales
activities in their respective territories. See "Licensees" and "Ownership
Interests in Operating Licensees and Project Joint Ventures" above for a
description of the Company's licensing operations and for a description of
investments in licensees.
The Company offers its Tite Liner Process worldwide to industrial
customers to line new and existing pipelines.
The Company bids on tunneling projects in selected geographical markets in
the United States.
No customer accounted for more than 10% of the Company's consolidated
revenues during the years ended December 31, 2004, 2003 and 2002, respectively.
6
CONTRACT BACKLOG
DECEMBER 31,
-------------------
BACKLOG 2004 2003
- ------- ---- ----
(In millions)
Rehabilitation $ 190.4 $ 111.8
Tunneling 129.3 89.3
Tite Liner 8.6 7.0
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Total $ 328.3 $ 208.1
======== ========
Contract backlog is management's expectation of revenues to be generated
from received, signed, uncompleted contracts whose cancellation is not
anticipated at the time of reporting. Contract backlog excludes any term
contract amounts for which there is not specific and determinable work released
and projects where the Company has been advised that it is the low bidder, but
not formally awarded the contract.
PRODUCT DEVELOPMENT
The Company, by using its own laboratories and test facilities as well as
outside consulting organizations and academic institutions, continues to develop
improvements to its proprietary processes, including the materials used and the
methods of manufacturing and installing pipe. During the years ended December
31, 2004, 2003 and 2002, the Company spent $2.9 million, $2.0 million and $2.0
million, respectively, on research and development related activities, including
engineering.
MANUFACTURING AND SUPPLIERS
The Company maintains its North American Insituform CIPP Process liner
manufacturing facility in Batesville, Mississippi. An additional facility
located in Memphis, Tennessee, was shut down in the first quarter of 2004. The
Company spent $5.8 million in 2003 and $4.1 million in 2004 to complete the
additions, modifications, upgrades and revisions to its manufacturing facility
in Batesville. In Europe, Insituform Linings Plc., a majority-owned subsidiary,
manufactures and sells Insituform CIPP Process liners from its plant located in
Wellingborough, United Kingdom. The Company holds a 75% interest in Insituform
Linings, and Per Aarsleff holds the remainder. These interests are subject to
rights-of-first-refusal held by the Company and Per Aarsleff in the event of
proposed divestiture.
Although raw materials used in the Company's Insituform CIPP Process
products are typically available from multiple sources, the Company's historical
practice has been to purchase materials from a limited number of suppliers. The
Company maintains its own felt manufacturing facility at its Insitutube(R)
manufacturing facility in Batesville. Substantially all of its fiber
requirements are purchased from one source, but the Company believes alternate
vendors are readily available.
Although the Company has worked with one vendor to develop a uniform and
standard resin in North America, the Company has begun to diversify the supply
base among other major companies to further ensure ongoing material
availability. The Company currently is working to finalize a multi-year contract
with its primary resin supplier. The Company's existing resin supply contract
expired on December 31, 2004, but has been extended by three separate amendments
through March 31, 2005. The Company believes that the new resin contract should
be finalized and executed by March 31, 2005. In the event the new contract is
not executed by such date, the Company will seek an additional amendment to the
existing contract.
The Company believes that the sources of supply for its Insituform CIPP
Process operations in both North America and Europe are adequate for its needs.
The Company's pricing of raw materials is subject to fluctuations in the
underlying commodity prices.
The Company has a third party contractual commitment for the manufacture
and supply of Thermopipe(R) ("Thermopipe") Process products to the Company
through 2005.
The Company sells Insituform CIPP Process liners and related products to
certain licensees pursuant to fixed-term supply contracts. Under the
arrangements assumed in connection with the acquisition of the Thermopipe
Process and under subsequent arrangements, the Company also furnishes Thermopipe
Process products to its approved installers.
7
The Company manufactures certain equipment used in its corrosion and
abrasion protection operations.
PATENTS AND LICENSES
As of December 31, 2004, the Company held 59 patents in the United States
relating to the Insituform CIPP Process, the last of which will expire in 2022.
As of December 31, 2004, the Company had 11 patents pending in the United States
that relate to the Insituform CIPP Process.
The Company has obtained patent protection in its principal overseas
markets covering various aspects of the Insituform CIPP Process. The
specifications and/or rights granted in relation to each patent will vary from
jurisdiction to jurisdiction. In addition, as a result of differences in the
nature of the work performed and in the climate of the countries in which the
work is carried out, not every licensee uses each patent, and the Company does
not necessarily seek patent protection for all of its inventions in every
jurisdiction in which it does business.
There can be no assurance that the validity of the Company's patents will
not be successfully challenged. The Company's business could be adversely
affected by increased competition upon expiration of the patents or if one or
more of its Insituform CIPP Process patents were adjudicated to be invalid or
inadequate in scope to protect the Company's operations. The Company believes,
however, that, in either case, its long experience with the Insituform CIPP
Process, its continued commitment to support and develop the Insituform CIPP
Process, the strength of its trademark, and its degree of market penetration,
should enable the Company to continue to compete effectively in the pipeline
rehabilitation market.
The Company holds 12 patents issued in the United States covering either
the NuPipe Process or materials used in connection with the NuPipe Process. The
Company also holds similar NuPipe Process (or related material) patents in 14
other countries. The NuPipe Process entails the manufacture of a folded
thermoplastic replacement pipe that is heated at the installation site to make
it flexible enough to be inserted into an existing conduit. The Company is no
longer seeking NuPipe Process business.
The Company holds two patents issued in the United States and nine patents
outside of the United States relating to the Thermopipe Process for
rehabilitating pressurized potable water and other aqueous fluid pipes.
The Company holds a small number of patents relating to its corrosion and
abrasion protection business. The Company believes that the success of its Tite
Liner Process business, operated through its United Pipeline Systems division,
depends primarily upon its proprietary know-how and its marketing and sales
skills.
The Company's pipebursting operations are performed under a
royalty-bearing, non-exclusive license from Advantica, Inc. The license
terminates upon expiration of the underlying patent, which expires on April 19,
2005. In 2004, the Company paid $0.9 million to Advantica under the license.
COMPETITION
The markets in which the Company operates are highly competitive. Most of
the Company's products, including the Insituform CIPP Process, face direct
competition from competitors offering similar or equivalent products or
services. In addition, customers can select a variety of methods to meet their
pipe installation and rehabilitation needs, including a number of methods the
Company does not offer.
Most of the Company's installation operations are either project-oriented
or term contracts for municipal entities that are obtained through competitive
bidding or negotiations. Most competitors are
8
local or regional companies, and may be either specialty trenchless contractors
or general contractors. There can be no assurance as to the success of the
Company's trenchless processes in competition with these companies and
alternative technologies for pipeline rehabilitation.
SEASONALITY
The Company's operations can be affected by severe weather. The effects of
weather are most notable between quarters of any given year. Typically, the
summer months yield the strongest operational results, while the first quarter
is normally weaker due to weather. Unusually severe weather in any area with a
large project, or a significant number of smaller jobs, can cause short-term
anomalies in operational performance. Only the tunneling segment is relatively
immune to weather-induced variability in operating results. For the past five
years, seasonal variation in work performed has not had a material effect on the
Company's consolidated results of operations.
EMPLOYEES
As of December 31, 2004, the Company had 2,445 employees. Certain of the
Company's subsidiaries and divisions are parties to collective bargaining
agreements covering an aggregate of 436 employees. The Company generally
considers its relations with its employees to be good.
GOVERNMENT REGULATION
The Company is required to comply with all applicable United States
federal, state and local, and all foreign statutes, regulations and ordinances.
In addition, the Company's installation and other operations have to comply with
various relevant occupational safety and health regulations, transportation
regulations, code specifications, permit requirements, and bonding and insurance
requirements, as well as with fire regulations relating to the storage, handling
and transporting of flammable materials. The Company's manufacturing facilities,
as well as its installation operations, are subject to state and national
environmental protection regulations, none of which presently have any material
effect on the Company's capital expenditures, earnings or competitive position
in connection with the Company's present business. However, although the
Company's installation operations have established monitoring programs and
safety procedures relating to its installation activities and to the use of
solvents, further restrictions could be imposed on the manner in which
installation activities are conducted, on equipment used in installation
activities and on the use of solvents or the thermosetting resins used in the
Insituform CIPP Process.
The use of both thermoplastics and thermosetting resin materials in
contact with drinking water is strictly regulated in most countries. In the
United States, a consortium led by NSF International, under arrangements with
the United States Environmental Protection Agency, establishes minimum
requirements for the control of potential human health effects from substances
added indirectly to water via contact with treatment, storage, transmission and
distribution system components, by defining the maximum permissible
concentration of materials which may be leached from such components into
drinking water, and methods for testing them. In April 1997, the Insituform
PPL(R) liner was certified by NSF for use in drinking water systems, followed in
April 1999 by NSF certification of the Insituform RPP(R) liner for such use. The
Thermopipe product also has NSF approval. NSF assumes no liability for use of
any products, and NSF's arrangements with the EPA do not constitute the EPA's
endorsement of NSF, NSF's policies or its standards. Dedicated equipment is
needed in connection with use of these products in drinking water applications.
The Company does not expect material revenues from its proprietary products for
drinking water pipe rehabilitation at least through 2005.
9
Item 2. Properties
The Company's executive offices are located in Chesterfield, Missouri, a
suburb of St. Louis, at 702 Spirit 40 Park Drive. The executive offices are
leased from an unaffiliated party through May 31, 2006. The Company owns its
tunneling offices, research and development and training facilities in
Chesterfield.
The Company owns a liner fabrication facility and a contiguous felt
manufacturing facility in Batesville, Mississippi. The Company's recently closed
manufacturing facility in Memphis, Tennessee, is located on land sub-leased from
an unaffiliated entity for an initial term of 40 years expiring on December 31,
2020. The Company is evaluating its options with respect to this property.
Insituform Linings, a majority-owned subsidiary, owns certain premises in
Wellingborough, United Kingdom, where its liner manufacturing facility is
located.
The Company owns or leases various operational facilities in the United
States, Canada, Europe and Latin America.
The foregoing facilities are regarded by management as adequate for the
current requirements of the Company's business.
Item 3. Legal Proceedings
In the third quarter of 2002, an accident on an Insituform CIPP Process
project in Des Moines, Iowa resulted in the death of two workers and the injury
of five workers. The Company fully cooperated with Iowa's state OSHA in the
investigation of the accident. Iowa OSHA issued a Citation and Notification of
Penalty in connection with the accident, including several willful citations.
Iowa OSHA proposed penalties of $808,250. The Company challenged Iowa OSHA's
findings, and in the fourth quarter of 2003, an administrative law judge reduced
the penalties to $158,000. In the second quarter of 2004, the Iowa Employment
Appeal Board reinstated many of the original penalties, ordering total penalties
in the amount of $733,750. The Company is vigorously opposing the citations and,
in connection therewith, filed a notice of appeal with the Iowa district court.
On February 4, 2005, the Iowa district court heard oral arguments from the
Company and the Employment Appeal Board regarding the appeal.
In July 2004, three separate civil actions were filed in the Iowa district
court of Polk County with respect to the Des Moines accident. The first
complaint, filed by family members and the Estate of Brian Burford on July 7,
2004, named the Company, Insituform Technologies USA, Inc., (a wholly owned
subsidiary of the Company), the City of Des Moines and 15 current or former
employees of the Company as defendants. The two other actions, filed on July 6,
2004 by (1) family members and the Estate of Daniel Grasshoff and (2) Michael
Walkenhorst, James E. Johnson and Linda Johnson, named the City of Des Moines
and the 15 current or former employees of the Company as defendants, but did not
name the Company or Insituform USA as defendants. The complaints filed with
respect to Messrs. Burford and Grasshoff alleged wrongful death, negligence,
gross negligence and civil conspiracy. The complaint filed with respect to
Messrs. Walkenhorst and Johnson alleged gross negligence and civil conspiracy.
The Company believes that the allegations in each of the complaints are without
merit and that the workers' compensation statutes provide the exclusive remedy
to the plaintiffs for the deaths and injuries that occurred as a result of the
Des Moines accident. The Company intends to vigorously defend the actions. Each
complaint seeks unspecified damages, including punitive damages.
The Company is involved in certain other litigation incidental to the
conduct of its business and affairs. Management, after consultation with legal
counsel, does not believe that the outcome of any such other litigation will
have a material adverse effect on the consolidated financial condition, results
of operations or cash flows of the Company.
10
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted during the quarter ended December 31, 2004
to a vote of our stockholders, through the solicitation of proxies or otherwise.
Item 4A. Executive Officers of the Registrant
The executive officers of the Company, and their respective ages and
positions with the Company, are as follows:
AGE AT
NAME FEBRUARY 1, 2005 POSITION WITH THE COMPANY
- ---- ---------------- -------------------------
Thomas S. Rooney, Jr. 45 President and Chief Executive Officer
Christian G. Farman 46 Senior Vice President and Chief Financial Officer
Thomas W. Vaughn 53 Senior Vice President and Chief Operating Officer
David F. Morris 43 Vice President, General Counsel and Secretary
Thomas S. Rooney, Jr. has been President of the Company since April 2003,
and Chief Executive Officer of the Company since July 2003. From April 2003 to
July 2003, Mr. Rooney was the Company's Chief Operating Officer. From 2000 until
he joined the Company, Mr. Rooney was Senior Vice President and Regional Manager
for Gilbane Building Company.
Christian G. Farman has been Chief Financial Officer of the Company since
December 2003 and a Senior Vice President since January 2005. From December 2003
to January 2005, Mr. Farman was a Vice President of the Company. From February
2003 to April 2003, Mr. Farman served as Chief Operating Officer of the National
Audubon Society. From prior to 1998 until 2001, Mr. Farman was Chief Financial
Officer of Vivendi North America (previously Anjou International). Mr. Farman
joined Vivendi North America in 1989 as Controller, and was promoted to Vice
President in 1992, Chief Financial Officer in 1995, and Executive Vice
President in 1999. From 1979 to 1989, Mr. Farman was an auditor with Price
Waterhouse (now known as PricewaterhouseCoopers LLP) in New York. Mr. Farman is
a certified public accountant.
Thomas W. Vaughn has been Senior Vice President and Chief Operating
Officer of the Company since August 2004. From May 1999 to February 2004, Mr.
Vaughn served as Chief Operating Officer of Williams Group International.
David F. Morris has been Vice President, General Counsel and Secretary of
the Company since January 2005. From March 1993 until January 2005, Mr. Morris
was with the law firm of Thompson Coburn LLP, St. Louis, Missouri, most recently
as a partner in its corporate and securities practice areas. Mr. Morris also
served as Senior Vice President, Associate General Counsel and Secretary of
Unified Financial Services, Inc., a diversified financial services company, from
December 1999 to March 2004.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) The Company's class A common shares, $.01 par value ("Common Stock"),
are traded on the Nasdaq Stock Market under the symbol "INSU." The following
table sets forth the range of quarterly high and low sales prices commencing
after December 31, 2002, as reported on The Nasdaq Stock Market. Quotations
represent prices between dealers and do not include retail mark-ups, mark-downs
or commissions.
11
PERIOD HIGH LOW
- ------ ---- ---
2004
First Quarter $ 19.40 $ 15.00
Second Quarter 18.08 14.50
Third Quarter 19.70 15.72
Fourth Quarter 24.72 18.53
2003
First Quarter $ 17.43 $ 12.11
Second Quarter 18.00 12.73
Third Quarter 19.00 14.76
Fourth Quarter 18.34 13.53
As of March 1, 2005, the number of holders of record of the Company's
Common Stock was 855.
Holders of Common Stock are entitled to receive dividends as and when they
may be declared by the Company's Board of Directors. The Company has never paid
a cash dividend on the Common Stock. The Company's present policy is to retain
earnings to provide for the operation and expansion of its business. However,
the Company's Board of Directors will review the Company's dividend policy from
time to time and will consider the Company's earnings, financial condition, cash
flows, financing agreements and other relevant factors in making determinations
regarding future dividends, if any. Under the terms of certain debt arrangements
to which the Company is a party, the Company is subject to certain limitations
on paying dividends. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital
Resources -- Financings."
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES TO BE NUMBER OF SECURITIES REMAINING
ISSUED UPON EXERCISE OF WEIGHTED-AVERAGE EXERCISE AVAILABLE FOR FUTURE ISSUANCE UNDER
OUTSTANDING OPTIONS, WARRANTS PRICE OF OUTSTANDING OPTIONS, EQUITY COMPENSATION PLANS (EXCLUDING
AND RIGHTS(1) WARRANTS AND RIGHTS SECURITIES REFLECTED IN COLUMN (a))
PLAN CATEGORY (a) (b) (c)
- ---------------------------- ----------------------------- ----------------------------- ------------------------------------
Equity compensation plans
approved by security
holders 1,709,358 $ 21.46 1,036,369
Equity compensation plans
not approved by security
holders - n/a -
Total 1,709,358 $ 21.46 1,036,369
--------- ---------- ---------
(1) The number of securities to be issued upon exercise of outstanding
options, warrants and rights includes 1,650,558 stock options and 58,800
deferred stock units outstanding at December 31, 2004.
Item 6. Selected Financial Data
The selected financial data set forth below has been derived from the
Company's consolidated financial statements contained in "Item 8. Financial
Statements and Supplementary Data" of this Annual Report on Form 10-K, and
previously published historical financial statements not included in this Annual
Report on Form 10-K. The selected financial data set forth below should be read
in connection with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's consolidated financial statements,
including the footnotes, contained in this report.
12
Year Ended December 31,
2004(1) 2003(2) 2002(2,3,4) 2001(2,3,4) 2000 (2,4)
---------- ---------- ----------- ----------- -----------
(In thousands, except per share amounts) (Unaudited)
INCOME STATEMENT DATA:
Revenues $ 542,598 $ 487,272 $ 480,358 $ 445,310 $ 409,434
Operating income 8,178 21,591 50,183 46,765 62,966
Income from continuing operations 597 4,628 28,560 24,940 34,906
Loss from discontinued operations - (1,103) (5,869) (72) -
Net income 597 3,525 22,691 24,868 34,906
Basic earnings per share:
Income from continuing operations 0.02 0.17 1.08 0.94 1.41
Loss from discontinued operations - (0.04) (0.22) - -
Net income 0.02 0.13 0.86 0.94 1.41
Dilutive earnings per share:
Income from continuing operations 0.02 0.17 1.07 0.93 1.37
Loss from discontinued operations - (0.04) (0.22) - -
Net income 0.02 0.13 0.85 0.92 1.37
BALANCE SHEET DATA:
Unrestricted cash and cash
equivalents $ 93,246 $ 93,865 $ 71,401 $ 70,387 $ 62,523
Working capital, net of unrestricted
cash 61,637 73,535 52,829 68,332 51,945
Current assets 268,868 277,273 252,651 259,767 201,008
Property, plant and equipment 90,846 75,667 71,579 68,547 70,226
Total assets 508,821 508,360 473,013 463,622 354,974
Current maturities of long-term debt
and line of credit 15,778 16,938 49,360 35,218 18,023
Long-term debt, less current
maturities 96,505 114,323 67,014 88,853 98,217
Total liabilities 217,338 227,726 198,965 211,940 187,327
Total stockholders' equity 289,836 279,169 272,618 250,127 165,290
- --------------------------
(1) See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Results of Operations -- Tunneling Segment --
Summary" for a description of issues experienced during 2004.
(2) The Company has completed various acquisitions that have been accounted
for under the purchase method of accounting, including Insituform
Metropolitan, Inc. in 2000, Insituform Belgium N.V. in 2000, Kinsel
Industries, Inc. in 2001, Elmore Pipe Jacking, Inc. in 2002, Sewer
Services, Ltd. in 2003, Video Injection (remaining third party interest)
in 2003, Insituform East in 2003, and Ka-Te Insituform (remaining
interest) in 2003.
(3) Results include a pre-tax intangible asset impairment charge of $3.5
million in 2002 and pre-tax restructuring charges of $2.5 million and $4.1
million in 2002 and 2001, respectively.
(4) Effective January 1, 2002, the Company adopted SFAS 142, "Goodwill and
Other Intangible Assets," and ceased amortizing purchased goodwill.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RECENT DEVELOPMENTS
During 2004, the tunneling segment incurred operating losses stemming from
lower-than-expected performance on a number of projects with negative gross
margin adjustments on one large tunneling project in Chicago in the amount of
$11.0 million, $7.3 million of which occurred in the fourth quarter. During the
third quarter of 2004, The Company recorded a downward adjustment to the gross
margin on this project of $3.7 million. See further discussion in " -- Results
of Operations -- Tunneling Segment."
As a result of the net loss incurred in the fourth quarter of 2004, the
Company was out of compliance with one of its covenants related to the Company's
various debt agreements as of December 31, 2004. The Company has successfully
negotiated amendments to such agreements, which are explained later in the
discussion contained in " -- Liquidity and Capital Resources -- Financing" and
Note 16 to the Company's Consolidated Financial Statements contained in this
report.
13
RESULTS OF OPERATIONS
Consolidated
YEARS ENDED DECEMBER 31,
----------------------------------
2004 2003 2002
-------- -------- --------
(Dollars in thousands)
Revenues $542,598 $487,272 $480,358
Gross profit 99,499 102,658 125,622
Gross profit margin 18.3% 21.1% 26.2%
Operating expenses 91,321 81,067 75,439
Operating income 8,178 21,591 50,183
Operating income percentage 1.5% 4.4% 10.4%
2004 Compared to 2003
Consolidated revenues from continuing operations increased 11.4% in 2004
compared to 2003. The Company experienced revenue growth in each of its three
principal operating segments, reflecting increased market penetration through
successful sales efforts and acquisitions. Increased gross profit in both the
rehabilitation and Tite Liner segments resulted from higher revenues, but was
offset by decreased margins in the tunneling segment as explained further below.
While most of the North American rehabilitation regions experienced improved
revenues and gross profit, two of the regions fell short of the prior year as a
result of competitive pressures and project delays. Adverse effects of changes
in the performance of tunneling are discussed below.
Operating expenses increased $10.3 million in 2004 compared to 2003, but
increased to 16.8% as a percentage of revenue in 2004 compared to 16.6% in 2003.
The full year impact of acquisitions completed in 2003 increased operating
expenses by $3.9 million, including amortization of intangibles of $0.6
million. The Company also added personnel for the redevelopment of the sales
force and project management of approximately $2.0 million. The Company
experienced increased professional fees of $1.7 million, along with costs of
$1.0 million associated with the implementation of regulations pursuant to the
Sarbanes-Oxley Act of 2002. The Company also incurred costs related to the
implementation of certain strategic initiatives, most notably, logistics
improvements and sales and business development training of $1.4 million.
2003 Compared to 2002
The effects of acquisitions in 2003 and 2002 added $22.2 million of
revenues in 2003. Gross profit decreased $23.0 million in 2003 compared to 2002
while gross profit margins decreased from 26.2% in 2002 to 21.1% in 2003. Two
major North American rehabilitation regions performed significantly below
historical levels due to heightening competition, lower pricing and lower market
activity. Revenues and gross profit fell by $18.8 million and $17.4 million,
respectively, from 2002 in these regions. In addition, the Company recorded $5.1
million (pre-tax) in estimated costs associated with removing and reinstalling
an Insituform CIPP Process liner in Boston, Massachusetts. The Company's
pipebursting activities in the southeast United States declined in 2003 due
primarily to the loss of unreleased term contract backlog. The gross profit
decline in this activity was $11.4 million.
Operating expenses increased in 2003 compared to 2002. Tunneling operating
expenses increased by $1.9 million in 2003 as a result of recording a reserve of
$0.8 million in claims for certain change orders that were considered
uncollectible at the end of 2003 and $0.8 million primarily related to adding
critical project management personnel to support revenue growth. Corporate
expenses in 2003 included $1.6 million in severance recorded for changes in
executive management. Bad debt expense increased by $1.5 million and adjustments
to the Company's insurance reserves based on deteriorating experience and
updated actuarial information added $3.7 million in expense. Various
acquisitions during the year added $1.3 million of expenses, which consisted
primarily of compensation. Operating expenses in 2002 included $6.0 million
related to one-time charges for restructuring and impairment recorded in 2002.
14
Rehabilitation Segment
YEARS ENDED DECEMBER 31,
--------------------------------------------
2004 2003 2002
---- ---- ----
(Dollars in thousands)
Revenues $ 409,408 $ 366,690 $ 377,674
Gross profit 94,305 84,215 101,766
Gross profit margin 23.0% 23.0% 26.9%
Operating expenses 77,173 69,750 66,559
Operating income 17,132 14,465 35,208
Operating income percentage 4.2% 3.9% 9.3%
Revenues
Rehabilitation revenues increased $42.7 million, or 11.6%, in 2004
compared to 2003. Full-year impact of acquisitions completed in 2003 represents
$20.3 million of this increase. Revenue growth in certain North American CIPP
regions added $34.7 million for the year. This growth is attributable to strong
backlog at the end of 2003, strong order levels in 2004, crew growth to support
sales levels and increased large-diameter work. Excluding acquisitions, European
rehabilitation revenue increased $5.4 million as a result of stronger
performance in the Netherlands and France as well as positive currency
translation impacts. Offsetting these increases were decreases in two North
American CIPP regions and manufacturing totaling $17.7 million resulting from
lower order levels, client work-release delays and, to a lesser extent, the
effect of four hurricanes, which occurred during the year.
Rehabilitation revenues decreased $11.0 million, or 2.9%, in 2003 compared
to 2002. The decline in revenue was due primarily to reduced activity
approximating $18.8 million in two major regions in North American
rehabilitation attributable to lower backlog due to less market activity, and
reduced pricing derived from increased competition and lower municipal spending.
Pipebursting and other rehabilitation operations suffered a $4.5 million decline
in 2003 primarily due to the loss of unreleased term contract backlog on a major
contract and lower demand. Acquisitions in both North America and Europe
contributed $7.0 million to rehabilitation revenues. One large job in the
Netherlands and stronger activity in Europe during the second half of 2003 added
approximately $7.5 million in revenues.
Gross Profit
Gross profit in the rehabilitation segment increased $10.1 million, or
12.0%, in 2004 compared to 2003 while gross margin percentages remained stable.
The full-year effect of acquisitions completed in 2003 accounted for a $3.7
million increase to gross profit. Certain North American CIPP regions and
manufacturing added $13.4 million in gross profit through higher revenue and
improved field productivity. Excluding acquisitions, European gross profit
increased $1.9 million attributable to currency translation and increased
margins in France. Offsetting these increases, certain North American
rehabilitation regions realized $8.9 million lower gross profit in 2004 compared
to 2003 primarily as a result of the factors which follow. Significant margin
erosion was experienced in pipebursting work due to competition and lower
pricing, while related pipebursting revenue decreased only marginally in 2004
compared to 2003. Gross profit on pipebursting decreased $4.1 million in 2004
compared to 2003. The remaining $4.8 million decline in gross profit was due to
a combination of factors. The Company experienced a continued trend of higher
healthcare costs in 2004 compared to 2003. Other factors included
weather-related effects, work-release delays and, in certain regions, price
competition. In addition, the rehabilitation segment experienced increases in
raw material costs, particularly resin, fuel and fiber costs, related to
commodity pricing fluctuations. These unfavorable incremental costs were offset
by manufacturing and logistics savings as a result of the implementation of
strategic operational initiatives.
Rehabilitation gross profit decreased $17.6 million, or 17.2%, in 2003
compared to 2002. Gross profit declined $17.4 million in two North American CIPP
regions due to lower activity. As noted earlier, the Company also experienced a
loss of $5.1 million related to the removal and reinstallation of an Insituform
CIPP Process liner in Boston, Massachusetts. The Company's pipebursting and
other rehabilitation operations also suffered $11.4 million in gross profit
declines related to lower volume from reduced backlog. These decreases were
partially offset by increases in other North American CIPP regions, which
contributed $12.0 million in additional gross profit over 2002. The Company
experienced
15
higher costs related to casualty, workers compensation and healthcare insurance
caused by increased claims and cost of premiums in 2003 of approximately 25%.
Gross profit in Europe increased 36.8%, or $4.3 million, in 2003 compared to
2002 due to a slight increase in gross profit margins coupled with volume growth
in substantially all operations in the United Kingdom and Switzerland.
Operating Expenses
Operating expenses increased 10.6% or $7.4 million in 2004 compared to
2003. The full-year effect of acquisitions completed in 2003 added $3.3 million
of operating expenses. In addition to acquisitions, the Company continued to
experience increasing healthcare costs in 2004 compared to 2003. In the first
quarter of 2005, the Company modified its employee benefits structure in an
effort to reduce the impact of increasing healthcare costs. All rehabilitation
regions experienced increased operating expenses due to the implementation of
certain strategic initiatives including, but not limited to, the redevelopment
of a sales and business development force, improved logistics, product
innovation and operational excellence. The implementation of these initiatives
required additional Company personnel as well as significant consulting costs.
Operating expenses as a percentage of revenues remained relatively stable at
18.9% in 2004 compared to 19.0% in 2003.
In 2003, operating expenses in the rehabilitation segment increased 4.8%
compared to 2002. In 2003, the Company recorded $1.6 million in severance costs
recognized after changes in the Company's senior management. The Company
increased its insurance reserves due to higher premiums and actuarial analyses,
which indicated increased cost of claims. The Company recorded an additional
$1.5 million in bad debt expense, as previously noted. Acquisitions during the
year added $1.3 million of expenses, consisting primarily of compensation. These
increases were partially offset by a $6.0 million decrease as one-time charges
for restructuring and impairment recorded in 2002 did not recur in 2003.
Operating expenses as a percentage of revenues increased to 19.0% in 2003
compared to 17.6% in 2002, primarily due to severance and increases to certain
allowance accounts made in the fourth quarter of 2003.
Tunneling Segment
YEARS ENDED DECEMBER 31,
--------------------------------------
2004 2003 2002
---- ---- ----
(Dollars in thousands)
Revenues $ 108,729 $ 100,020 $ 86,297
Gross profit (3,128) 11,946 18,260
Gross profit margin (2.9)% 11.9% 21.2%
Operating expenses 10,080 7,990 6,095
Operating income (loss) (13,208) 3,956 12,165
Operating income (loss) percentage (12.1)% 4.0% 14.1%
Summary
As a result of the issues encountered during the latter part of 2004 as
described below, management, in concert with outside resources, performed a
comprehensive project-by-project review of all the work in the tunneling segment
during the fourth quarter of 2004 and the early part of 2005. As a result of
this review, the estimated costs to complete and related margins on the ongoing
tunneling projects were evaluated and adjusted accordingly.
Results in the tunneling segment were disappointing in 2004. The segment
suffered significant negative gross margin adjustments on one large tunneling
project in Chicago during the year, primarily in the fourth quarter. The total
gross adjustment during the year on this project was $11.0 million, $7.3 million
of which was incurred in the fourth quarter. During the third quarter of 2004,
the Company recorded a downward adjustment to the gross margin on this project
of $3.7 million. These negative gross margin adjustments stem primarily from
additional labor and related overhead costs principally due to delays and issues
encountered while completing concrete finishing work. In addition, the project
suffered from higher-than-anticipated material costs related to inflationary
increases in concrete and steel pricing. This project had been essentially on
target with previous estimates until the later stages. These stages involved
lining of the tunnels with concrete and steel. These activities took place
primarily during the second half of 2004 and will continue to the
16
completion of the project. This project was approximately 83% complete as of
December 31, 2004, and based on the latest projections, should be completed by
late 2005.
There were also unexpected job costs on a number of other tunneling
projects during the fourth quarter caused by higher-than-expected material costs
and unfavorable labor productivity issues. Additionally, several projects
incurred costs related to changed or differing site conditions, which will
likely have associated claims, which may benefit future periods. Approximately
$4.6 million of costs incurred in 2004 were related to probable claims to be
pursued. As discussed below in "- Critical Accounting Policies," claims are
recognized only when realization is reasonably assured. These claims are being
aggressively pursued, but, as in most cases, will take some time to negotiate or
litigate before being finalized and there is currently limited visibility on
what amounts would be ultimately recoverable by the Company. There were
favorable resolutions to several older claims in 2004 which resulted in $1.7
million of favorable impact.
Management also is responding to the issues experienced in the tunneling
segment and recently made several key changes. The Company's Senior Vice
President and Chief Operating Officer, Thomas W. Vaughn, is now located at the
tunneling business headquarters and will have direct responsibility for all
aspects of the operations for the foreseeable future. The Company also has taken
a number of steps to regain profitability in this segment, by upgrading and
adding necessary project and cost control management, refocusing the risk
identification and mitigation processes, and improving the bid selection
process. In addition, the Company has retained an expert in claims management to
pursue the active claims, and to implement a more proactive program within the
organization for claims management.
Revenues
Tunneling revenues increased $8.7 million, or 8.7%, in 2004 compared to
2003 due to an increased level of backlog that was acquired during the second
half of 2003 and the early part of 2004. Large projects in Chicago, Sacramento,
Oxnard, and Charleston generated a significant portion of revenue in 2004.
Tunneling revenues increased $13.7 million, or 15.9%, in 2003 compared to
2002. High productivity on several jobs contributed significantly to tunneling
revenues during 2003.
Gross Profit
Due to the issues described previously, tunneling recorded a loss at the
gross profit line of $3.1 million compared to gross profit of $11.9 million in
2003. The gross profit margin similarly fell to (2.9)% in 2004 compared to 11.9%
in 2003. It is expected that lower gross margins may continue into 2005 due to
the reduction of estimated margins, although positive, on a number of in-process
contracts in the tunneling segment, which will be completed throughout the year.
Tunneling gross profit decreased $6.3 million, or 34.6%, in 2003 compared
to 2002. Gross profit margins decreased to 11.9% in 2003 compared to 21.2% in
2002. The decrease in gross profit and gross profit margin was due primarily to
issues encountered on projects acquired as a result of the acquisition of Elmore
Pipe Jacking, Inc. in 2002.
Operating Expenses
Operating expenses increased 26.2% in 2004 compared to 2003 as a result of
adding project management and other support staff. Operating expenses as a
percentage of revenue were 9.3% in 2004 compared to 8.0% in 2003.
Operating expenses increased 29.8% in 2003 compared to 2002. Expenses in
2003 reflected a full year of operations of the acquisition of Elmore Pipe
Jacking, Inc. that was completed in May of 2002. Operating expenses as a
percentage of revenue was 8.0% in 2003 compared to 7.1% in 2002.
17
Operating Income (Loss)
Tunneling generated an operating loss in 2004 compared to an operating
margin of 4.0% in 2003. The issues described in the summary above caused this
earnings' reversal in 2004. As stated previously, the Company is responding to
the operational issues in the tunneling segment.
Operating income decreased 67.5% in 2003 compared to 2002 due to lower
gross profit and higher operating expenses, as described above.
Tite Liner Segment
Years Ended December 31,
--------------------------------------------
2004 2003 2002
---- ---- ----
(Dollars in thousands)
Revenues $ 24,461 $ 20,562 $ 16,387
Gross profit 8,322 6,497 5,596
Gross profit margin 34.0% 31.6% 34.1%
Operating expenses 4,068 3,327 2,786
Operating income 4,254 3,170 2,810
Operating income percentage 17.4% 15.4% 17.1%
Revenues
Tite Liner(R) revenues increased $3.9 million, or 19.0%, in 2004 compared
to 2003. A solid workload in the United States and Canada fueled much of the
revenue growth. In addition, a favorable closeout of a foreign project boosted
revenue in 2004 compared to 2003.
Tite Liner(R) revenues increased $4.2 million, or 25.5%, in 2003 compared
to 2002. Tite Liner(R) revenues responded to higher oil prices in 2003, which
created greater demand for Tite Liner(R) products.
Gross Profit
Gross profit rose $1.8 million, or 28.1%, in 2004 compared to 2003 while
the gross profit margin increased to 34.0% in 2004 compared to 31.6% in 2003.
The previously mentioned completion of certain projects as well as favorable
results in the United States and Canada combined to positively impact gross
profit and gross profit margin in the Tite Liner segment during 2004.
Gross profit increased $0.9 million, or 16.1%, in 2003 compared to 2002.
However, gross profit margin slipped to 31.6% in 2003 compared to 34.1% in 2002.
Gross profit was higher in 2003 due to higher volume, but gross profit margin
was lower due to the completion of a significant higher-margin project in South
America in 2002. In addition, a large lower-margin project that was begun in
2003 contributed to the segment's overall lower gross profit margin.
Operating Expenses
Operating expenses increased 22.2% in 2004 compared to 2003, but remained
relatively stable as a percentage of revenue.
Operating expenses were $3.3 million in 2003 compared to $2.8 million in
2002, but remained relatively stable as a percentage of revenue at 15.4% in 2003
compared to 17.1% in 2002.
18
Restructuring and Asset Impairment Charges
During the third quarter of 2003, the Company reversed $0.3 million in
reserves, which were recorded in prior years and are described in the following
paragraphs.
In the third quarter of 2002, the Company recorded a pre-tax restructuring
charge of $2.5 million, which related to severance costs, asset write-downs,
lease cancellations, and certain fixed asset disposals. The remaining unused
portion of this restructuring charge of $0.3 million was reversed into income in
the third quarter of 2003.
During the third quarter of 2002, the Company determined that certain
patent, trademark, license and non-compete assets had become impaired due to
business decisions and other circumstances. The impact of the impairment charge
in 2002 was $3.5 million ($2.2 million after tax).
Other Income/Expense
Interest expense increased $1.1 million to $9.3 million in 2004 compared
to $8.2 million in 2003 due to the following factors:
IMPACT
(IN MILLIONS) IN 2004
-------
Full year of Series 2003-A Notes (placed April 24, 2003) $ 1.1
Increased interest rates due to debt amendments on March 12, 2004 0.7
Deferred fees writeoff due to debt amendments 0.2
Additional deferred fees amortization 0.1
Debt principal amortization - Series A Notes (1.0)
-------
Total $ 1.1
=======
See "-- Liquidity and Capital Resources -- Financings" under this Item 7
for further discussion of debt instruments and related amendments.
Interest expense increased $0.3 million to $8.2 million in 2003 compared
to $7.9 million in 2002. This was due primarily to the placement of $65.0
million of Senior Notes, Series 2003-A, on April 24, 2003 at a rate of 5.29% per
annum.
Other income was $1.2 million in 2004 compared to other expense of $1.3
million in 2003. Interest income, a component of other income, was $1.4 million
in 2004 compared to $1.5 million in 2003. Other expense in 2003 included $1.4
million in losses on disposals of assets and a $1.1 million reserve for notes
receivable.
Other expense was $1.3 million in 2003 compared to other income of $3.1
million in 2002. Other income in 2002 included a $1.2 million gain on the sale
of a real estate investment, while 2003 included losses of $1.4 million on sales
and disposals of certain assets and the previously noted $1.1 million reserve
for certain notes receivable related to the prior year sale of discontinued
operations and recorded in continuing operations in the fourth quarter of 2003.
Interest income decreased to $1.5 million in 2003 compared to $1.9 million in
2002 due to lower interest rates in 2003.
19
Income Taxes
The 2004 income tax benefit of $0.8 million relates primarily to the
benefit of state net operating losses generated in 2004, the benefit of Federal
motor fuels excise tax credits and the increased benefit of patent amortization
in relation to pre-tax income.
The Company's deferred tax assets in excess of deferred tax liabilities
were $3.9 million, net of a $5.0 million valuation allowance. Deferred tax
assets include $3.2 million in foreign tax credit carryforwards which begin
expiring in 2011 and $2.7 million in Federal, state and foreign net operating
loss carryforwards (NOLs), net of applicable valuation allowances.
The Company provides for U.S. income taxes, net of available foreign tax
credits, on earnings of consolidated international subsidiaries that the Company
plans to remit to the U.S. The Company does not provide for U.S. income taxes on
the remaining earnings of these subsidiaries, as the Company expects to reinvest
these earnings overseas or the Company expects the taxes to be minimal based
upon available foreign tax credits.
The American Jobs Creation Act, which was signed into law in October 2004,
creates a temporary incentive for U.S. corporations to repatriate accumulated
income earned abroad by providing an 85% dividends received deduction for
certain dividends from controlled foreign corporations. The deduction is subject
to a number of limitations and uncertainty remains as to how to interpret
numerous provisions in the American Jobs Creation Act. As such, the Company has
not determined whether, and to what extent, to repatriate foreign earnings.
See Note 12 to the Company's Consolidated Financial Statements contained
in this report for additional information regarding taxes on income.
Minority Interest and Equity in Earnings (Losses) of Affiliated Companies
Minority interest in net income principally relates to the 25% interest in
the net income of Insituform Linings Plc held by Per Aarsleff A/S, a Danish
contractor.
Equity earnings relate to two 50%-owned joint ventures in Europe,
Insituform Rohrsanierungstechniken GmbH, the Company's German joint venture, and
Insituform Italia Srl, the Company's Italian joint venture. The German joint
venture generated $0.3 million in equity earnings, but was offset by losses at
Insituform Italia of $0.5 million, which resulted in an overall equity loss of
$0.2 million in 2004. In 2003, the German joint venture accounted for $1.2
million in equity earnings, while the Company's share of Insituform Italia's
losses were $1.6 million. On January 18, 2005, the quotaholders of Insituform
Italia approved the liquidation of the Italian joint venture, and no further
losses are expected from the joint venture in 2005. Another 50% owned joint
venture in Ireland, Insituform Environmental Techniques Limited, had not
commenced operations at December 31, 2004.
Discontinued Operations
During the fourth quarter of 2001, the Company decided to sell certain
operations that were not consistent with the Company's strategy of providing
trenchless rehabilitation and tunneling services. The Company completed the sale
of these operations during 2002. Revenues from discontinued operations were $0
in 2004, $2.6 million in 2003 and $22.6 million in 2002. Loss from discontinued
operations was $0 in 2004, $1.1 million in 2003 and $5.9 million in 2002. The
lower activity in discontinued operations in 2003 was due to the winding down of
discontinued operations.
20
CRITICAL ACCOUNTING POLICIES
Discussion and analysis of the Company's financial condition and results
of operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amount of assets and liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities at the financial statement dates. Actual
results may differ from these estimates under different assumptions or
conditions.
Some accounting policies require the application of significant judgment
by management in selecting the appropriate assumptions for calculating financial
estimates. By their nature, these judgments are subject to an inherent degree of
uncertainty. The Company believes that its critical accounting policies are
limited to those described below. For a detailed discussion on the application
of these and other accounting policies, see Note 2 to the Company's Consolidated
Financial Statements contained in this report.
Revenue Recognition -- Percentage-of-Completion Method
The Company recognizes revenues and costs as construction and installation
contracts progress using the percentage-of-completion method of accounting,
which relies on total expected contract revenues and estimated total costs.
Under this method, estimated contract revenues and resulting gross profit margin
are recognized based on actual costs incurred to date as a percentage of total
estimated costs. The Company follows this method since reasonably dependable
estimates of the revenues and costs applicable to various elements of a contract
can be made. Since the financial reporting of these contracts depends on
estimates, which are assessed continually during the term of these contracts,
recognized revenues and gross profit are subject to revisions as the contract
progresses to completion. Total estimated costs, and thus contract gross profit,
are impacted by changes in productivity, scheduling, and the unit cost of labor,
subcontracts, materials and equipment. Additionally, external factors such as
weather, customer needs, customer delays in providing approvals, labor
availability, governmental regulation and politics also may affect the progress
and estimated cost of a project's completion and thus the timing of revenue
recognition and gross profit. Revisions in profit estimates are reflected in the
period in which the facts that give rise to the revision become known. When
current estimates of total contract costs indicate that the contract will result
in a loss, the projected loss is recognized in full in the period in which the
loss becomes evident. Revenues from change orders, extra work, variations in the
scope of work and claims are recognized when realization is reasonably assured,
and at estimated recoverable amounts.
Many of the Company's contracts provide for termination of the contract at
the convenience of the customer. If a contract were terminated prior to
completion, the Company would typically be compensated for progress up to the
time of termination and any termination costs. In addition, many contracts are
subject to certain completion schedule requirements with liquidated damages in
the event schedules are not met as the result of circumstances that are within
the Company's control. Losses on terminated contracts and liquidated damages
have historically not been significant.
Retainage
Many of the contracts under which the Company performs work contain
retainage provisions. Retainage refers to that portion of revenue earned and
billed by the Company but held for payment by the customer pending satisfactory
completion of the project. Unless reserved, the Company assumes that all amounts
retained by customers under such provisions are fully collectible. Retainage on
active contracts is classified as a current asset regardless of the term of the
contract. See Note 2 to the Company's Consolidated Financial Statements
contained in this report regarding classification of current assets and current
liabilities.
21
Goodwill Impairment
Under Statement of Financial Accounting Standards 142, "Goodwill and Other
Intangible Assets," the Company assesses recoverability of goodwill on an annual
basis or when events or changes in circumstances indicate that the carrying
amount of goodwill may not be recoverable. Factors that could potentially
trigger an impairment review include (but are not limited to):
- significant underperformance of a segment or division relative to
expected, historical or projected future operating results;
- significant negative industry or economic trends; and
- significant changes in the strategy for a segment or division.
In accordance with the provisions of SFAS 142, the Company calculates the
fair value of its reporting units and compares such fair value to the carrying
value of the reporting unit to determine if there is any indication of goodwill
impairment. The Company's reporting units consist of North American
rehabilitation, European rehabilitation, tunneling and Tite Liner. To calculate
reporting unit fair value, the Company utilizes a discounted cash flow analysis
based upon, among other things, certain assumptions about expected future
operating performance. The Company typically engages a third party valuation
expert to assist in estimating reporting unit fair value. Estimates of
discounted cash flows may differ from actual cash flows due to, among other
things, changes in economic conditions, changes to business models, changes in
the Company's weighted average cost of capital or changes in operating
performance. An impairment charge will be recognized to the extent that the
implied fair value of the goodwill balances for each reporting unit is less than
the related carrying value.
Deferred Income Tax Assets
The Company provides for estimated income taxes payable or refundable on
current year income tax returns, as well as the estimated future tax effects
attributable to temporary differences and carryforwards, in accordance with the
Statement of Financial Accounting Standards 109, "Accounting for Income Taxes."
SFAS 109 also requires that a valuation allowance be recorded against any
deferred tax assets that are not likely to be realized in the future. The
determination is based on the ability of the Company to generate future taxable
income and, at times, is dependent on management's ability to implement
strategic tax initiatives to ensure full utilization of recorded deferred tax
assets. Should management not be able to implement the necessary tax strategies,
the Company may need to record valuation allowances for certain deferred tax
assets, including those related to foreign income tax benefits. Significant
management judgment is required in determining the provision for income taxes,
deferred tax assets and liabilities and any valuation allowances recorded
against net deferred tax assets.
Long-Lived Assets
Property, plant and equipment, goodwill and other identified intangibles
(primarily licenses, covenants not-to-compete and patents) are recorded at cost
and, except for goodwill, are amortized on a straight-line basis over their
estimated useful lives. Changes in circumstances such as technological advances,
changes to the Company's business model or changes in the Company's capital
strategy can result in the actual useful lives differing from the Company's
estimates. If the Company determines that the useful life of its property, plant
and equipment or its identified intangible assets should be shortened, the
Company would depreciate or amortize the net book value in excess of the salvage
value over its revised remaining useful life, thereby increasing depreciation or
amortization expense.
Long-lived assets, including property, plant and equipment, and other
intangibles, are reviewed by the Company for impairment annually or whenever
events or changes in circumstances indicate that the
22
carrying amount of an asset may not be recoverable. Factors the Company
considers important which could trigger an impairment review include:
- significant underperformance in a region relative to expected
historical or projected future operating results;
- significant changes in the use of the assets of a region or the
strategy for the region;
- significant negative industry or economic trends;
- significant decline in the Company's stock price for a sustained
period; and
- market capitalization is significantly less than net book value.
Such impairment tests are based on a comparison of undiscounted cash flows
to the recorded value of the asset. The estimate of cash flow is based upon,
among other things, assumptions about expected future operating performance. The
Company's estimates of undiscounted cash flow may differ from actual cash flow
due to, among other things, technological changes, economic conditions, changes
to its business model or changes in its operating performance. If the sum of the
undiscounted cash flows (excluding interest) is less than the carrying value,
the Company recognizes an impairment loss, measured as the amount by which the
carrying value exceeds the fair value of the asset.
Allowance for Doubtful Accounts
Management makes estimates of the uncollectibility of the Company's
accounts receivable. Management evaluates specific accounts where the Company
has information that the customer may be unwilling or unable to pay the
receivable in full. In these cases, the Company uses its judgment, based on the
best available facts and circumstances, and records a specific allowance for
that customer against amounts due in order to reduce the receivable to the
amount that is expected to be collected. The specific allowances are
re-evaluated and adjusted as additional information is received that impacts the
amount allowed for. After all reasonable attempts to collect the receivable have
been explored, the receivable is written off against the allowance. Based on the
information available, the Company believes that the allowance for doubtful
accounts as of December 31, 2004 was adequate. However, no assurances can be
given that actual write-offs will not exceed the recorded allowance.
LIQUIDITY AND CAPITAL RESOURCES
Cash and Cash Equivalents
DECEMBER 31,
-------------------------
2004 2003
---- ----
(In thousands)
Cash and equivalents $ 93,246 $ 93,865
--------- ---------
Restricted cash - in escrow $ 1,705 $ 1,524
Restricted cash - held as collateral - 4,602
--------- ---------
Total restricted cash $ 1,705 $ 6,126
========= =========
Restricted cash held in escrow relates to deposits made as escrow for
release of retention on specific projects performed for municipalities and state
agencies. Restricted cash held as collateral related to deposits posted as
collateral for a casualty insurance policy. In the first quarter of 2004, the
Company issued letters of credit to satisfy this requirement, and the restricted
cash balance of $4.6 million was released.
At December 31, 2004, the Company had an unrestricted cash and equivalents
balance of $93.2 million compared to $93.9 million at December 31, 2003. This
position was achieved after $35.2 million in capital expenditures and $19.0
million in debt repayments in 2004. The Company also received $9.1 million in
tax refunds and $3.6 million from the exercise of stock options in 2004. The
Company expects to use these funds for a variety of purposes including working
capital to fund growth, capital and operating
23
expenses, research and development of new products, and development of new
markets.
Cash Flows from Operations
The Company's primary source of cash is operations, which provided $42.6
million in 2004 compared to $31.9 million provided by continuing operations in
2003. Changes in working capital provided $15.5 million in 2004 compared to $5.2
million in 2003. Cash received from customers increased in 2004 compared to 2003
as evidenced by increased revenues and a lower accounts receivable balance.
These factors coupled with an increase in accounts payable and accrued expenses
were partially offset by increases in retainage and costs and estimated earnings
in excess of billings (unbilled receivables). Unbilled receivables arise when
costs are incurred and revenue recognized before billings can be issued to the
customer. Much of the unbilled balance relates to projects in the early stages
of construction that have to reach a certain stage of completion before progress
billings can be issued. Another significant factor in working capital changes in
2004 was the receipt of $9.1 million in tax refunds in the first quarter.
Depreciation increased by $2.0 million compared to 2003 due to increased
capital expenditures and consequently higher depreciation costs. Amortization
expense increased $0.3 million primarily due to amortization of intangibles
acquired with Insituform East, Inc. in September 2003. Amortization of
Insituform East intangibles was $0.6 million in 2004.
Continuing operations contributed $31.9 million in operating cash flow in
2003 compared to $25.6 million in 2002. After discontinued operations, operating
cash flows were $37.0 million in 2003 compared to $26.5 million in 2002.
Operating cash flow in 2003 primarily consisted of earnings before depreciation
and amortization combined with changes in working capital. Operating cash flow
in 2002 primarily consisted of earnings before depreciation and amortization
offset by cash used to invest in working capital.
Cash Flows from Investing Activities
Cash used in investing activities includes $35.2 million of capital
expenditures in 2004 compared to $19.9 million of capital expenditures in 2003.
Major capital expenditures included approximately $4.1 million for expansion and
upgrade of the Company's manufacturing facility in Batesville, Mississippi.
Other significant additions included equipment necessary for new crews and
ongoing replacement or renewal of aging equipment. The Company received $1.9
million from the disposal of fixed assets in 2004 compared to $1.4 million in
2003. Capital expenditures are expected to continue at an elevated level into
2005 as the Company continues to replace older, less efficient equipment and
expand crew capacity. In addition to capital expenditures, the Company invested
$0.8 million in its fifty-percent owned joint venture in Italy in 2004. In
January 2005, the quotaholders (stockholders) of Instituform Italia Srl, the
Company's Italian joint venture, approved the joint venture's liquidation, as
the joint venture was no longer financially viable. No further cash
contributions to the joint venture are anticipated.
Cash used in investing activities in 2003 consisted primarily of $19.9
million in capital expenditures and $7.8 million in acquisitions. The
acquisitions included Insituform East in September 2003 and Ka-Te Insituform in
November 2003. Investing activities in 2002 included $21.8 million in capital
expenditures and $8.5 million used in the acquisition of Elmore Pipe Jacking,
Inc. These cash uses were partially offset by proceeds received from the sale of
assets and businesses, mostly related to the sale of certain businesses that
were part of the Company's discontinued operations.
Cash Flows from Financing Activities
Cash flows from financing activities were primarily debt repayments of
$19.0 million in 2004. In 2003, payments on long-term debt and lines of credit
were $50.2 million, but were offset by the issuance of Senior Notes, Series
2003-A in the amount of $65.0 million. Debt repayments in 2004 primarily
consisted of a normal scheduled principal amortization of $15.7 million of the
Series A Senior Notes and the
24
repayment of the Company's $3.0 million Euro note. Debt repayments were $20.9
million in 2002, but were partially offset by net borrowings on the Company's
line of credit of $10.2 million.
Total debt, including current maturities, was $112.3 million at December
31, 2004 compared to $131.3 million at December 31, 2003. The balance at the end
of 2004 principally consisted of $47.1 million of Series A Senior Notes, which
have principal amortization payments of $15.7 million due in 2005, 2006 and
2007, and $65.0 million of Series 2003-A Senior Notes, which are due in full in
2013. Interest is payable on the Senior Notes semiannually. See "-- Financings"
for a further discussion of debt.
During 2004, the Company received $3.6 million in cash from the exercise
of employee stock options compared to $0.4 million in 2003 and $2.5 million in
2002. The Company did not purchase treasury stock in 2004, but purchased $1.6
million and $5.2 million in treasury stock during 2003 and 2002, respectively.
Other Changes in Financial Condition
Net accounts receivable were $78.7 million and $90.8 million at December
31, 2004 and 2003, respectively. The decrease in accounts receivable was
partially offset by an increase in retainage and costs and estimated earnings in
excess of billings (unbilled receivables). During 2004, the Company achieved
improved cash collections, lowering its days' sales outstanding to 90 days at
December 31, 2004 compared to 100 at December 31, 2003. The calculation of days'
sales outstanding includes retainage and unbilled receivables.
Prepaid expenses and other assets increased by $2.0 million primarily due
to tax refund receivables recorded in the fourth quarter of 2004 partially
offset by the previously mentioned receipt of $9.1 million in tax refunds, which
were recorded as a receivable at December 31, 2003.
Financings
See Notes 9 and 16 to the Company's Consolidated Financial Statements
contained in this report for additional information regarding the Company's
financings.
As a result of the net loss incurred in the fourth quarter of 2004, the
Company was out of compliance with the fixed charges coverage ratio under its
Series A Senior Notes as of December 31, 2004. The actual fixed charges coverage
ratio at December 31, 2004 was 1.64 to 1.0 as compared with the required minimum
fixed charges coverage ratio under the Series A Senior Notes of 1.7 to 1.0 at
December 31, 2004. The default under the Series A Senior Notes resulted in a
cross-default under the Series 2003-A Senior Notes and the bank line of credit
facility with Bank of America. On March 16, 2005, the Series A Senior Note
holders, and the Series 2003-A Senior Note holders waived the default and
cross-default as of December 31, 2004, and amended the debt covenants under the
Series A and the Series 2003-A Senior Notes. The bank also waived the
cross-default as of December 31, 2004 and agreed to incorporate the amended debt
covenants of the Series A Senior Notes and the Series 2003-A Senior Notes into
its credit facility. The Company expects to maintain covenant compliance with
respect to the amended covenants throughout 2005 and beyond.
Effective March 16, 2005, the Company agreed to increase the interest rate
on the Series A Senior Notes from 7.88% per annum to 8.88% per annum and to
increase the interest rate on the Series 2003-A Senior Notes from 5.29% per
annum to 6.54% per annum, to obtain the default and cross-default waivers and
less restrictive financial covenants. The Company also paid its creditors
approximately $240,000 in fees for the waivers and amendments. The Company will
expense financing costs of $0.5 million in the first quarter of 2005 related to
these amendments. The table below sets forth the new covenants, which were
effective on March 16, 2005:
DESCRIPTION OF COVENANT FISCAL QUARTER AMENDED COVENANT(2),(3)
----------------------- -------------- -----------------------
$110 MILLION 8.88% SENIOR NOTES, SERIES
A, DUE FEBRUARY 14, 2007 AND $65 MILLION
6.54% SENIOR NOTES, SERIES 2003-A, DUE
APRIL 24, 2013
Fixed charge coverage ratio(1) First quarter 2005 No less than 1.25 to 1.0
Second quarter 2005 No less than 1.25 to 1.0
Third quarter 2005 No less than 1.50 to 1.0
Fourth quarter 2005 No less than 1.75 to 1.0
First quarter 2006 No less than 2.00 to 1.0
Ratio of consolidated indebtedness to EBITDA(1) First quarter 2005 No greater than 4.25 to 1.0
Second quarter 2005 No greater than 4.00 to 1.0
Third quarter 2005 No greater than 4.00 to 1.0
Fourth quarter 2005 No greater than 3.00 to 1.0
First quarter 2006 No greater than 3.00 to 1.0
Consolidated net worth(1) First quarter 2005 and No less than $260 million plus 50% of
each quarter thereafter net income after December 31, 2004 on
a cumulative basis
Consolidated indebtedness to consolidated capitalization(1) First quarter 2005 and No greater than 0.45 to 1.0
each quarter thereafter
- ----------
(1) The ratios are calculated as defined in the Note Purchase Agreements, as
amended, which have been incorporated into the Company's Annual Report on
Form 10-K for the year ended December 31, 2004 as exhibits 10.2 and 10.3.
(2) The ratios for each quarter are based on rolling four-quarter calculations
of profitability. The loss in the fourth quarter of 2004 will have a
negative impact on the ratios through the third quarter of 2005.
(3) The line of credit facility with Bank of America has incorporated the
amended covenants for the Series A Senior Notes and the Series 2003-A
Senior Notes into the line of credit agreement. See Note 9 to the
Company's Consolidated Financial Statements contained in this report for
additional information regarding the credit facility.
25
These agreements also obligate the Company to comply with other
restrictive covenants that, among other things, place limitations on operations
and sales of assets by the Company or its subsidiaries, and limit the ability of
the Company to incur secured indebtedness and liens. Such agreements also
obligate the Company's subsidiaries to provide guarantees to the holders of the
Senior Notes if guarantees are given by them to certain other lenders.
In the third quarter of 2004, the Company repaid its Euro Note of
(euro)2.4 million (US $3.0 million) in full. The Euro Note's scheduled maturity
was in 2006. The premium paid to the creditor for early extinguishment was not
material.
The Company believes it has adequate resources and liquidity to fund
future cash requirements and debt repayments for at least the next twelve months
with cash generated from operations, existing cash balances, additional short-
and long-term borrowing and the sale of assets.
DISCLOSURE OF FINANCIAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The Company has entered into various financial obligations and commitments
in the course of its ongoing operations and financing strategies. Financial
obligations are considered to represent known future cash payments that the
Company is required to make under existing contractual arrangements, such as
debt and lease agreements. These obligations may result from both general
financing activities as well as from commercial arrangements that are directly
supported by related revenue-producing activities. Commercial commitments
represent contingent obligations of the Company, which become payable only if
certain pre-defined events were to occur, such as funding financial guarantees.
See Note 14 to the company's Consolidated Financial Statements contained in this
report for further discussion.
The Company has entered into several contractual joint ventures in order
to develop joint bids on contracts for its installation business and for
tunneling operations. In these cases, the Company could be required to complete
the joint venture partner's portion of the contract if the partner were unable
to complete its portion. The Company would be liable for any amounts for which
the Company itself could not complete the work and for which a third party
contractor could not be located to complete the work for the amount awarded in
the contract. While the Company would be liable for additional costs, these
costs would be offset by any related revenues due under that portion of the
contract. The Company has not experienced material adverse results from such
arrangements. Based on these facts, the Company currently does not anticipate
any future material adverse impact on its consolidated financial position,
results of operations or cash flows.
The following table provides a summary of the Company's financial
obligations and commercial commitments as of December 31, 2004 (in thousands).
This table includes cash obligations related to principal outstanding under
existing debt arrangements and operating leases.
PAYMENTS DUE BY PERIOD
CASH OBLIGATIONS(1) TOTAL 2005 2006 2007 2008 2009 THEREAFTER
- -------------------------- ----- ---- ---- ---- ---- ---- ----------
Long-term debt $ 112,283 $ 15,778 $ 15,795 $ 15,710 $ - $ - $ 65,000
Interest on long-term
debt 40,070 7,221 5,823 4,425 4,251 4,251 14,099
Line of credit facility(2) - - - - - - -
Operating leases 43,923 13,687 9,747 8,186 6,958 3,384 1,961
---------- --------- --------- --------- --------- -------- ---------
Total contractual cash
obligations $ 196,276 $ 36,686 $ 31,365 $ 28,321 $ 11,209 $ 7,635 $ 81,060
---------- --------- --------- --------- --------- -------- ---------
26
(1) Cash obligations herein are not discounted. See Notes 9 and 14 to the
Company's Consolidated Financial Statements contained in this report
regarding long-term debt and commitments and contingencies, respectively.
(2) As of December 31, 2004, there was no borrowing balance on the credit
facility and therefore there is no applicable interest rate as the rates
are determined on the borrowing date. The available balance was $13.0
million, and the commitment fee was 0.40%. The remaining $12.0 million was
used for non-interest bearing letters of credit, the majority of which
were collateral for insurance. The Company generally uses the credit
facility for short-term borrowings and discloses amounts outstanding as a
current liability. See Note 16 to the Company's Consolidated Financial
Statements contained in this report regarding refinancing of the line of
credit facility.
OFF-BALANCE SHEET ARRANGEMENTS
The Company uses various structures for the financing of operating
equipment, including borrowing, operating and capital leases, and sale-leaseback
arrangements. All debt, including the discounted value of future minimum lease
payments under capital lease arrangements, is presented in the consolidated
balance sheet. The Company's commitments under operating lease arrangements were
$43.9 million at December 31, 2004. The Company also has exposure under
performance guarantees by contractual joint ventures and indemnification of its
surety. However, the Company has never experienced any material adverse effects
to its consolidated financial position, results of operations or cash flows
relative to these arrangements. All foreign joint ventures are accounted for
using the equity method. The Company has no other off-balance sheet financing
arrangements or commitments. See Note 14 to the Company's Consolidated Financial
Statements contained in this report regarding commitments and contingencies.
EFFECTS OF TRANSACTIONS WITH RELATED AND CERTAIN OTHER PARTIES
Affholder, Inc., the Company's wholly-owned subsidiary that comprises the
tunneling segment, owns, or leases under long-term operating leases with
third-party leasing companies, several pieces of tunneling equipment, including
cranes and tunnel boring machines. From time to time for specific projects,
Affholder will lease additional equipment from a variety of sources. During
2004, Affholder leased four cranes and two tunnel boring machines from A-Y-K-E
Partnership. A-Y-K-E is a partnership that is controlled by Robert W. Affholder,
a member of the Company's board of directors. During the year ended December 31,
2004, Affholder paid A-Y-K-E $460,000 pursuant to equipment leases. This amount
represents 8.6% of all lease payments made by Affholder during 2004 and 2.1% of
all lease payments made by the Company in 2004. The cranes and tunnel boring
machine that are currently under lease are leased under separate lease
agreements on terms that are substantially similar to, or better than, those
otherwise available to Affholder in the market. The leases are terminable upon
30 days' prior notice by either party. During 2004, A-Y-K-E leased equipment
only to Affholder. At Affholder's discretion, Affholder may sublease the
equipment to third parties and retain any profit generated from the sublease.
NEW ACCOUNTING PRONOUNCEMENTS
For a discussion of new accounting pronouncements, see Note 2 to the
Company's Consolidated Financial Statements contained in this report.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
MARKET RISK
The Company is exposed to the effect of interest rate changes, foreign
currency and commodity price fluctuations. Due to the immateriality of potential
impacts from changes in these rates, the Company does not use derivative
contracts to manage these risks.
27
Interest Rate Risk
The fair value of the Company's cash and short-term investment portfolio
at December 31, 2004 approximated carrying value. Given the short-term nature of
these instruments, market risk, as measured by the change in fair value
resulting from a hypothetical 10% change in interest rates, is not material.
The Company's objectives in managing exposure to interest rate changes are
to limit the impact of interest rate changes on earnings and cash flows and to
lower overall borrowing costs. To achieve these objectives, the Company
maintains fixed rate debt. The fair value of the Company's long-term debt,
including current maturities and the amount outstanding on the line of credit
facility, approximated its carrying value at December 31, 2004. Market risk was
estimated to be $3.1 million as the potential increase in fair value resulting
from a hypothetical 10% decrease in the Company's debt specific borrowing rates
at December 31, 2004.
Foreign Exchange Risk
The Company operates subsidiaries, and is associated with licensees and
affiliates operating solely in countries outside of the United States, and in
currencies other than the U.S. dollar. Consequently, these operations are
inherently exposed to risks associated with fluctuation in the value of the
local currencies of these countries compared to the U.S. dollar. At December 31,
2004, the Company's holdings in financial instruments denominated in foreign
currencies were immaterial.
Commodity Risk
The Company has exposure to the effect of changes in commodity pricing
related to a variety of raw materials and activities that the Company purchases
and utilizes in its operating activities, including resin, fiber, pipe and fuel.
During the year, the Company experienced increases in costs related to
unfavorable changes in commodity prices, which have been discussed in this Item
7. The Company manages this risk by entering into agreements with suppliers,
when possible, to mitigate the effects of fluctuations in the underlying
commodity markets.
28
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Management's Report on Internal Control Over Financial Reporting... 31
Report of Independent Registered Public Accounting Firm............ 32
Consolidated Statements of Income for the Years
ended December 31, 2004, 2003 and 2002........................... 33
Consolidated Balance Sheets, December 31, 2004 and 2003 ........... 34
Consolidated Statements of Stockholders' Equity for the Years
ended December 31, 2004, 2003 and 2002........................... 35
Consolidated Statements of Cash Flows for the Years
ended December 31, 2004, 2003 and 2002........................... 36
Notes to Consolidated Financial Statements......................... 37
29
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f).
Under the supervision and with the participation of company management,
including the Chief Executive Officer and Chief Financial Officer, an evaluation
was performed of the effectiveness of the Company's internal control over
financial reporting as of the year ended December 31, 2004. In performing this
evaluation, management employed the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control -
Integrated Framework.
Based on the criteria set forth in Internal Control - Integrated Framework,
management, including the Company's Chief Executive Officer and Chief Financial
Officer, has concluded that the Company's internal control over financial
reporting was effective as of December 31, 2004.
Company management does not expect that its system of internal control over
financial reporting and procedures will prevent all misstatements due to
inherent limitations. Therefore, management's assessment provides reasonable,
but not absolute, assurance that misstatements will be prevented and/or detected
by the established internal control and procedures over financial reporting.
Our management's assessment of the effectiveness of the Company's internal
control over financial reporting as of December 31, 2004 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as
stated in their report which appears herein.
/s/ Thomas S. Rooney, Jr.
- ----------------------------------------------------
Thomas S. Rooney, Jr.
President and Chief Executive Officer
/s/ Christian G. Farman
- ----------------------------------------------------
Christian G. Farman
Senior Vice President and Chief Financial Officer
30
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and the Stockholders of Insituform Technologies, Inc.:
We have completed an integrated audit of Insituform Technologies, Inc.'s 2004
consolidated financial statements and of its internal control over financial
reporting as of December 31, 2004 and audits of its 2003 and 2002 consolidated
financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Our opinions, based on our audits,
are presented below.
Consolidated financial statements
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, stockholders' equity and cash flows present
fairly, in all material respects, the financial position of Insituform
Technologies, Inc. and its subsidiaries at December 31, 2004 and 2003, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2004 in conformity with accounting principles
generally accepted in the United States of America. 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 of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit of
financial statements includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Internal control over financial reporting
Also, in our opinion, management's assessment, included in Management's Report
on Internal Control Over Financial Reporting, that the Company maintained
effective internal control over financial reporting as of December 31, 2004
based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
is fairly stated, in all material respects, based on those criteria.
Furthermore, in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal Control - Integrated Framework issued
by the COSO. The Company's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility
is to express opinions on management's assessment and on the effectiveness of
the Company's internal control over financial reporting based on our audit. We
conducted our audit of internal control over financial reporting in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. An audit of internal control
over financial reporting includes obtaining an understanding of internal control
over financial reporting, evaluating management's assessment, testing and
evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we consider necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal
31
control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
March 16, 2005
32
INSITUFORM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(In thousands, except per share amounts)
2004 2003 2002
--------- --------- ---------
REVENUES $ 542,598 $ 487,272 $ 480,358
COST OF REVENUES 443,099 384,614 354,736
--------- --------- ---------
GROSS PROFIT 99,499 102,658 125,622
OPERATING EXPENSES 89,385 79,733 68,049
AMORTIZATION EXPENSE 1,936 1,595 1,433
RESTRUCTURING CHARGES (Note 5) - (261) 2,458
IMPAIRMENT CHARGE (Note 6) - - 3,499
--------- --------- ---------
OPERATING INCOME 8,178 21,591 50,183
--------- --------- ---------
OTHER (EXPENSE) INCOME:
Interest expense (9,305) (8,235) (7,911)
Other (Note 11) 1,212 (1,274) 3,055
--------- --------- ---------
TOTAL OTHER EXPENSE (8,093) (9,509) (4,856)
--------- --------- ---------
INCOME BEFORE TAXES ON INCOME 85 12,082 45,327
TAX (BENEFITS) ON INCOME (Note 12) (835) 6,809 17,451
--------- --------- ---------
INCOME BEFORE MINORITY INTERESTS, EQUITY IN EARNINGS (LOSSES)
AND DISCONTINUED OPERATIONS 920 5,273 27,876
MINORITY INTERESTS (107) (211) (150)
EQUITY IN EARNINGS (LOSSES) OF AFFILIATED COMPANIES (216) (434) 834
--------- --------- ---------
INCOME FROM CONTINUING OPERATIONS 597 4,628 28,560
LOSS FROM DISCONTINUED OPERATIONS, net of tax benefits of $0,
$702 and $3,674, respectively (Note 4) - (1,103) (5,869)
--------- --------- ---------
NET INCOME $ 597 $ 3,525 $ 22,691
========= ========= =========
EARNINGS PER SHARE:
Basic:
Income from continuing operations $ 0.02 $ 0.17 $ 1.08
Loss from discontinued operations - (0.04) (0.22)
--------- --------- ---------
Net income $ 0.02 $ 0.13 $ 0.86
========= ========= =========
Diluted:
Income from continuing operations $ 0.02 $ 0.17 $ 1.07
Loss from discontinued operations - (0.04) (0.22)
--------- --------- ---------
Net income $ 0.02 $ 0.13 $ 0.85
========= ========= =========
The accompanying notes are an integral part of
the consolidated financial statements.
33
INSITUFORM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - AS OF DECEMBER 31, 2004 AND 2003
(In thousands, except share information)
2004 2003
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 93,246 $ 93,865
Restricted cash 1,705 6,126
Receivables, net 78,665 90,814
Retainage 25,655 24,902
Costs and estimated earnings in excess of billings 34,789 27,853
Inventories 13,339 12,935
Prepaid expenses and other assets 21,469 19,515
Assets held related to discontinued operations - 1,263
---------- ----------
Total current assets 268,868 277,273
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation 90,846 75,667
---------- ----------
OTHER ASSETS:
Goodwill 131,540 131,613
Other assets 17,567 23,807
---------- ----------
Total other assets 149,107 155,420
---------- ----------
Total assets $ 508,821 $ 508,360
========== ==========
CURRENT LIABILITIES:
Current maturities of long-term debt and line of credit $ 15,778 $ 16,938
Accounts payable and accrued expenses 85,398 82,670
Billings in excess of costs and estimated earnings 12,809 8,495
Liabilities related to discontinued operations - 1,770
---------- ----------
Total current liabilities 113,985 109,873
LONG-TERM DEBT, less current maturities 96,505 114,323
OTHER LIABILITIES 6,848 3,530
---------- ----------
Total liabilities 217,338 227,726
---------- ----------
MINORITY INTERESTS 1,647 1,465
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 14) - -
STOCKHOLDERS' EQUITY:
Preferred stock, undesignated, $.10 par - shares authorized
2,000,000; none outstanding - -
Common stock, $.01 par - shares authorized 60,000,000;
shares issued 29,100,419 and 28,815,669; shares
outstanding 26,742,955 and 26,458,205 291 288
Unearned restricted stock (1,226) (412)
Additional paid-in capital 138,695 133,794
Retained earnings 198,925 198,328
Treasury stock, at cost - 2,357,464 shares (51,596) (51,596)
Accumulated other comprehensive income (loss) 4,747 (1,233)
---------- ----------
Total stockholders' equity 289,836 279,169
---------- ----------
Total liabilities and stockholders' equity $ 508,821 $ 508,360
========== ==========
The accompanying notes are an integral part of
the consolidated financial statements.
34
INSITUFORM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(In thousands, except number of shares)
Accumulated
Unearned Other
Common Stock Restricted Additional Comprehensive Total
----------------- Stock Paid-In Retained Treasury Income Stockholders' Comprehensive
Shares Amount Compensation Capital Earnings Stock (Loss) Equity Income
---------- ------ ------------ ---------- -------- --------- ------------- ------------- -------------
BALANCE, December 31, 2001 28,571,158 $ 286 - $ 129,651 $172,112 $(44,563) $(7,359) $250,127
Net income - - - - 22,691 - - 22,691 $ 22,691
Issuance of common stock
upon exercise of
options, including
income tax benefit
of $654 205,280 2 - 3,169 - - - 3,171 -
Common stock repurchased - - - - - (5,182) - (5,182) -
Foreign currency
translation adjustment - - - - - - 1,811 1,811 1,811
----------
Total comprehensive income - - - - - - - - $ 24,502
---------- ----- ------- --------- -------- -------- ------- --------- ==========
BALANCE, December 31, 2002 28,776,438 $ 288 - $ 132,820 $194,803 $(49,745) $(5,548) $272,618
Net income - - - - 3,525 - - 3,525 $ 3,525
Issuance of common stock
upon exercise of
options, including
income tax benefit
of $42 39,231 - - 472 - - - 472 -
Restricted stock issued
(See Note 10) - - $ (993) 993 - - - - -
Amortization and
forfeitures of
restricted stock - - 581 (491) - - - 90 -
Common stock repurchased - - - - - (1,851) - (1,851) -
Foreign currency
translation adjustment - - - - - - 4,315 4,315 4,315
----------
Total comprehensive - - - - - - - - $ 7,840
income ---------- ----- ------- --------- -------- -------- ------- -------- ==========
BALANCE, December 31, 2003 28,815,669 $ 288 $ (412) $ 133,794 $198,328 $(51,596) $(1,233) $279,169
Net income - - - - 597 - - 597 $ 597
Issuance of common stock
upon exercise of
options, including
income tax benefit
of $382 284,750 3 - 3,959 - - - 3,962 -
Restricted stock issued
(See Note 10) - - (1,469) 1,469 - - - - -
Amortization and
forfeitures of
restricted stock - - 655 (527) - - - 128 -
Foreign currency
translation adjustment - - - - - - 5,980 5,980 5,980
----------
Total comprehensive
income - - - - - - - - $ 6,577
---------- ----- ------- --------- -------- -------- ------- -------- ==========
BALANCE, December 31, 2004 29,100,419 $ 291 $(1,226) $ 138,695 $198,925 $(51,596) $ 4,747 $289,836
========== ===== ======= ========= ======== ======== ======= ========
The accompanying notes are an integral part of
the consolidated financial statements.
35
INSITUFORM TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(In thousands)
2004 2003 2002
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 597 $ 3,525 $ 22,691
Loss from discontinued operations - 1,103 5,869
-------- -------- --------
Income from continuing operations 597 4,628 28,560
Adjustments to reconcile net income to net cash provided by operating
activities, excluding the effects of acquisitions -
Depreciation 17,502 15,521 14,397
Amortization 1,936 1,595 1,433
(Gain) loss on sale of assets/investment 610 1,375 (1,225)
Write-off of debt issuance costs 226 - -
Change in restricted cash related to operating activities (181) 2,461 277
Reserve for notes receivable - 1,090 -
Other 4,922 1,912 227
Asset impairment and restructuring charge - (261) 5,957
Deferred income taxes 1,481 (1,624) (4,364)
Changes in operating assets and liabilities, net of purchased businesses
(Note 13) 15,464 5,157 (19,657)
-------- -------- --------
Net cash provided by operating activities of continuing operations 42,557 31,854 25,605
Net cash provided by operating activities of discontinued
operations - 5,192 853
-------- -------- --------
Net cash provided by operating activities 42,557 37,046 26,458
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (35,195) (19,929) (21,782)
Proceeds from sale of fixed assets 1,904 1,365 10,503
Proceeds from sale of investment - - 1,920
Net proceeds from sale of businesses (discontinued operations) - - 5,430
Purchases of businesses, net of cash acquired - (7,776) (8,459)
Other investing activities (844) - (960)
-------- -------- --------
Net cash used by investing activities (34,135) (26,340) (13,348)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 3,580 430 2,517
Purchases of treasury stock - (1,597) (5,182)
Proceeds from long-term debt - 65,112 -
Principal payments on long-term debt and lines of credit, net (18,978) (50,224) (10,692)
Changes in restricted cash related to financing activities 4,602 (4,602) -
Deferred financing costs paid (633) (867) -
-------- -------- --------
Net cash provided by/(used in) financing activities (11,429) 8,252 (13,357)
-------- -------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 2,388 3,506 1,261
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (619) 22,464 1,014
CASH AND CASH EQUIVALENTS, beginning of year 93,865 71,401 70,387
-------- -------- --------
CASH AND CASH EQUIVALENTS, end of year $ 93,246 $ 93,865 $ 71,401
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for-
Interest $ 8,501 $ 7,696 $ 7,828
Income taxes (refunded) paid (5,117) 10,307 17,591
NONCASH INVESTING AND FINANCING ACTIVITIES:
Noncompete liability recovered in settlement $ 919 $ - $ -
Notes receivable on sale of discontinued operations - - 5,000
Note payable recovered in settlement - (5,350) -
Accrued interest recovered in settlement - 557 -
Treasury stock recovered in settlement - 254 -
The accompanying notes are an integral part of the
consolidated financial statements.
36
INSITUFORM TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS:
Insituform Technologies, Inc. (a Delaware corporation) and subsidiaries
(collectively, the "Company") is a worldwide provider of proprietary trenchless
technologies for the rehabilitation and improvement of sewer, water, gas and
industrial pipes. The Company's primary technology is the Insituform(R) process,
a proprietary cured-in-place pipeline rehabilitation process (the "Insituform
CIPP Process"). Pipebursting is a non-proprietary trenchless method of dilating
and replacing an old pipeline with a new high-density polyethylene pipe. The
microtunneling process is a non-proprietary method of drilling a new tunnel from
surface operated equipment. Sliplining is a non-proprietary method used to push
or pull a new pipeline into an old one. The Company's Tite Liner ("Tite Liner")
process is a proprietary method of lining new and existing pipe with a corrosion
and abrasion resistant polyethylene pipe. The Company also engages in tunneling
used in the installation of new underground services.
2. SUMMARY OF ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its
wholly owned subsidiaries and its majority owned subsidiaries, the most
significant of which is a 75%-owned United Kingdom subsidiary, Insituform
Linings Plc. For contractual joint ventures, the Company recognizes revenue,
costs and profits on its portion of the contract using percentage-of-completion
accounting. All significant intercompany transactions and balances have been
eliminated. Certain prior period amounts have been reclassified to conform to
current presentation.
Accounting Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
At December 31, 2004, the Company had two active stock-based compensation plans,
which are described in Note 10. The Company applies the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations in
accounting for those plans. The Company recorded after-tax, stock-based
compensation expense of $0.4 million and $0.2 million related to restricted
stock and deferred stock units (See Note 10) in 2004 and 2003, respectively.
There was no stock-based compensation expense in 2002 net income as all options
granted during those years had an exercise price equal to the market value of
the underlying common stock on the date of the grant. The following table
illustrates the effect on net income and earnings per share if the Company had
applied the fair value recognition provisions of SFAS 123, "Accounting for
Stock-Based Compensation," to stock-based compensation (in thousands, except
share data):
37
2004 2003 2002
--------- ------- --------
Net income - as reported $ 597 $ 3,525 $ 22,691
Add: Total stock-based compensation expense included
in net income, net of related tax effects 416 223 -
Deduct: Total stock-based compensation expense
determined under fair value method for all awards,
net of related tax effects (2,093) (3,259) (6,080)
--------- ------- --------
Pro-forma net income (loss) $ (1,080) $ 489 $ 16,611
========= ======= ========
Basic earnings (loss) per share:
As reported $ 0.02 $ 0.13 $ 0.86
Pro-forma (0.04) 0.02 0.63
Diluted earnings (loss) per share:
As reported $ 0.02 $ 0.13 $ 0.85
Pro-forma (0.04) 0.02 0.62
In 2004, the Company issued 54,000 options to employees that included an
accelerated vesting provision. These options became fully vested in December
2004. Additional after-tax expense of $0.2 million related to this vesting
provision is included in the pro-forma table above. The accelerated vesting
provision avoids future compensation expense the Company would have recognized
under SFAS 123(R), which will become effective in the third quarter of 2005.
SFAS 123(R) is more fully described in "New Accounting Pronouncements" later in
this footnote.
For SFAS 123 disclosure purposes, the weighted average fair value of stock
options is required to be based on a theoretical option-pricing model such as
the Black-Scholes method. In actuality, because the Company's stock options are
not traded on an exchange and are subject to vesting periods, the disclosed fair
value represents only an approximation of option value based solely on
historical performance.
For SFAS 148 disclosure purposes, the stock-based compensation expense recorded
in the determination of reported net income is disclosed in the above table. The
pro-forma stock-based compensation expense includes the recorded expense and
expense related to stock options that was determined using the fair value
method.
Revenues
Revenues include construction and installation revenues that are recognized
using the percentage-of-completion method of accounting in the ratio of costs
incurred to estimated final costs. Contract costs include all direct material
and labor costs and those indirect costs related to contract performance, such
as indirect labor, supplies, tools and equipment costs. Since the financial
reporting of these contracts depends on estimates, which are assessed
continually during the term of these contracts, recognized revenues and profit
are subject to revisions as the contract progresses to completion. Revisions in
profit estimates are reflected in the period in which the facts that give rise
to the revision become known. When estimates indicate that a loss will be
incurred on a contract on completion, a provision for the expected loss is
recorded in the period in which the loss becomes evident. At December 31, 2004
and 2003, the Company had provided $0.7 million and $4.7 million for expected
losses on contracts. The 2003 loss provision included $4.1 million for
additional costs related to the removal and reinstallation of an Insituform CIPP
Process liner in Boston, Massachusetts. There were no significant loss contracts
at December 31, 2004. Revenues from change orders, extra work, variations in the
scope of work and claims are recognized when realization is reasonably assured,
and at estimated recoverable amounts.
38
Research and Development
The Company expenses research and development costs as incurred. Research and
development costs of $2.9 million, $2.0 million and $2.0 million for the years
ended December 31, 2004, 2003 and 2002, respectively, are included in operating
expenses in the accompanying consolidated statements of income.
Taxes on Income
The Company provides for estimated income taxes payable or refundable on current
year income tax returns as well as the estimated future tax effects attributable
to temporary differences and carryforwards, based upon enacted tax laws and tax
rates, and in accordance with Statement of Financial Accounting Standards 109,
"Accounting for Income Taxes." SFAS 109 also requires that a valuation allowance
be recorded against any deferred tax assets that are not likely to be realized
in the future.
Earnings Per Share
Earnings per share have been calculated using the following share information:
2004 2003 2002
--------- ---------- -----------
Weighted average number of common shares used for basic EPS 26,649,030 26,470,587 26,533,541
Effect of dilutive stock options, stock appreciation
rights, restricted stock and deferred stock units (Note 10) 161,450 150,105 198,221
---------- ---------- ----------
Weighted average number of common shares and dilutive
potential common stock used in diluted EPS 26,810,480 26,620,692 26,731,762
========== ========== ==========
Classification of Current Assets and Current Liabilities
The Company includes in current assets and current liabilities certain amounts
realizable and payable under construction contracts which may extend beyond one
year. The construction periods on projects undertaken by the Company generally
range from one to 24 months.
Cash and Cash Equivalents
The Company classifies highly liquid investments with original maturities of 90
days or less as cash equivalents. Recorded book values are reasonable estimates
of fair value for cash and cash equivalents. Restricted cash consists of
payments from certain customers placed in escrow in lieu of retention in case of
potential issues regarding future job performance by the Company. Restricted
cash is similar to retainage and is therefore classified as a current asset,
consistent with the Company's policy on retainage.
Beginning in 2004, and for all periods presented in this report, restricted cash
is presented separately on the consolidated balance sheets and changes in
restricted cash are presented on the consolidated statements of cash flows
according to the purpose for which the restricted cash is held (i.e., operating,
investing or financing activity).
Retainage
Many of the contracts under which the Company performs work contain retainage
provisions. Retainage refers to that portion of revenue earned by the Company
but held for payment by the customer pending satisfactory completion of the
project. Unless reserved, the Company assumes that all amounts retained by
customers under such provisions are fully collectible. Retainage on active
contracts is classified as a current asset regardless of the term of the
contract. Retainage is generally collected within one year of the
39
completion of a contract, although collection can take up to two years in
Europe. Retainage due after one year was approximately $3.2 million and $1.1
million at December 31, 2004 and 2003, respectively.
Allowance for Doubtful Accounts
Management makes estimates of the uncollectibility of accounts receivable and
retainage. The Company records an allowance for the greater of historical
percentages applied against aged balances, or specific accounts to reduce
receivables, including retainage, to the amount that is expected to be
collected. The specific allowances are reevaluated and adjusted as additional
information is received. After all reasonable attempts to collect the receivable
or retainage have been explored, the account is written off against the
allowance.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market.
Actual cost is used to value raw materials and supplies. Standard cost, which
approximates actual cost, is used to value work-in-process, finished goods and
construction materials. Standard cost includes direct labor, raw materials, and
manufacturing overhead based on expected production.
Long-Lived Assets
Property, plant and equipment, and other intangibles are recorded at cost and
are amortized on a straight-line basis over their estimated useful lives.
Intangible assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable based on estimated undiscounted future cash flows. If impairment is
indicated, the asset is written down to its fair value. See Note 6 regarding
intangible asset impairment in 2002.
Goodwill
Prior to 2002, the Company amortized goodwill over periods of 15 to 25 years on
the straight-line basis. SFAS 142, which was adopted by the Company on January
1, 2002, provides that goodwill should not be amortized, but shall be tested for
impairment annually, or more frequently if circumstances indicate potential
impairment. The Company recognized no amortization expense in 2004, 2003 or
2002, nor was any goodwill identified as being impaired based on management's
impairment analyses performed during 2004, 2003 and 2002. See Note 8 regarding
acquired intangible assets and goodwill.
Treasury Stock
Treasury stock is accounted for at acquisition cost.
Foreign Currency Translation
Results of operations for foreign entities are translated using the average
exchange rates during the period. Current assets and liabilities are translated
to U.S. dollars using the exchange rates in effect at the balance sheet date,
and the related translation adjustments are reported as a separate component of
stockholders' equity.
New Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payment." This
Statement revises the measurement, valuation and recognition of financial
accounting and reporting standards for stock-based employee compensation plans
contained in SFAS No. 123, "Accounting for Stock-Based Compensation." The new
rules require companies to expense the value of employee stock options and
similar share-based
40
compensation awards based on fair value recognition provisions. The new
principles become effective in the third quarter of 2005. The adoption of SFAS
123 (R) by the Company on July 1, 2005 will cause the Company to expense the
fair value of its employee stock options, the impact of which is currently
disclosed in its financial statements on a pro-forma basis. While an assessment
of the effects of SFAS 123(R) has not been completed, the Company disclosed
after tax equity-based compensation expense of $2.1 million in 2004, $3.3
million in 2003 and $6.1 million in 2002, on a pro-forma basis. Any unvested
equity-based compensation instruments will be expensed beginning in the third
quarter of 2005. Pro-forma expense related to such instruments disclosed in the
first two quarters of 2005 will be recorded as expense in the third quarter of
2005.
In January 2003 (as revised December 2003), the FASB issued Interpretation No.
46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 clarifies
the application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," for certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 requires that variable
interest entities, as defined, should be consolidated by the primary
beneficiary, which is defined as the entity that is expected to absorb the
majority of the expected losses, receive the majority of the gains or both. FIN
46 requires that companies disclose certain information about a variable
interest entity created prior to February 1, 2003. FIN 46 was effective for the
Company on January 1, 2004. The adoption of FIN 46 did not have a material
impact on the Company's consolidated financial position or results of
operations.
3. BUSINESS ACQUISITIONS:
In November 2003, the Company acquired the remaining interest in Ka-Te
Insituform AG for approximately $2.2 million. Ka-Te Insituform did not have a
material impact on 2003 operations.
Effective September 5, 2003, the Company acquired the business and certain
assets of Insituform East, Inc. for $5.5 million. An option to purchase certain
additional assets was included in the acquisition, which the Company exercised
for $0.6 million. The purchase resulted in intangible assets of $4.0 million
recorded as licenses, purchased backlog and customer relationships. The
Insituform East acquisition added $2.7 million in revenues and $0.1 million of
operating income from September 5, 2003 through December 31, 2003.
In July 2003, the Company purchased the remaining third party minority interest
in Video Injection S.A. The purchase price was $0.5 million and resulted in $0.3
million of additional goodwill.
In June 2003, the Company completed the acquisition of the business of Sewer
Services, Limited. The acquisition, with a price of $0.4 million, resulted in an
increase of $0.1 million in goodwill. Sewer Services had revenues of $2.5
million after the acquisition in 2003.
In May 2002, the Company acquired the business and certain assets and
liabilities of Elmore Pipe Jacking, Inc. for approximately $12.5 million. The
purchase resulted in goodwill of $8.9 million. The Elmore operations provided
revenues of $20.7 million and operating income of $1.0 million in the period
after acquisition in 2002.
The 2003 and 2002 acquisitions are not considered material individually or in
the aggregate. As a result, pro-forma information has not been presented.
4. DISCONTINUED OPERATIONS:
During the fourth quarter of 2001, the Company decided to sell certain
operations that were not consistent with the Company's strategy of providing
trenchless rehabilitation and tunneling services. The Company
41
completed the sale of these operations during 2002, with net proceeds of
approximately $5.4 million. Discontinued operations were substantially resolved
in 2003.
At December 31, 2004, there were no assets or liabilities related to
discontinued operations. As of December 31, 2003 and 2002, assets related to
discontinued operations totaled $1.3 million and $7.9 million, respectively, and
included $0.1 million and $0.7 million of unbilled receivables, respectively.
Assets related to discontinued operations also included $0.6 million in
retainage receivables, $0.2 million of trade receivables, and $0.4 million of
fixed assets at December 31, 2003. Liabilities related to discontinued
operations totaled $1.8 million and $3.3 million at December 31, 2003 and 2002,
respectively. Revenues from discontinued operations were $0 in 2004, $2.6
million in 2003 and $22.6 million in 2002. Loss from discontinued operations was
$0 in 2004, $1.1 million in 2003 and $5.9 million in 2002. The lower activity in
discontinued operations in 2003 was due to the winding down of discontinued
operations.
5. RESTRUCTURING:
In the third quarter of 2002, the Company recorded a pre-tax restructuring
charge of $2.5 million, which was related to severance costs, asset write-downs,
lease cancellations, and certain fixed asset disposals. The remaining unused
portion of this restructuring charge of $0.3 million was reversed into income in
the third quarter of 2003.
6. INTANGIBLE ASSET IMPAIRMENT:
During the third quarter of 2002, the Company determined that certain patent,
trademark, license and non-compete assets had become impaired due to business
decisions and other circumstances. The impact of the impairment charge in 2002
was $3.5 million ($2.2 million after tax).
7. SUPPLEMENTAL BALANCE SHEET INFORMATION (in thousands):
Allowance for Doubtful Accounts
Activity in the allowance for doubtful accounts is summarized as follows for the
years ended December 31:
2004 2003 2002
------- ------- -------
Balance, at beginning of year $3,008 $2,175 $2,208
Charged to expense 1,143 2,027 503
Write-offs and adjustments (74) (1,194) (536)
------ ------ ------
Balance, at end of year $4,077 $3,008 $2,175
====== ====== ======
In the fourth quarter of 2003, the Company increased its allowance for doubtful
accounts by $0.6 million in accordance with the Company's bad debt policy.
Costs and Estimated Earnings on Uncompleted Contracts
Costs and estimated earnings on uncompleted contracts consisted of the following
at December 31:
2004 2003
---------- ----------
Costs incurred on uncompleted contracts $ 451,549 $ 360,897
Estimated earnings to date 68,485 89,078
--------- ---------
Subtotal 520,034 449,975
Less - Billings to date (498,054) (430,617)
--------- ---------
Total $ 21,980 $ 19,358
========= =========
42
Included in the accompanying balance sheets:
Costs and estimated earnings in excess of billings $ 34,789 $ 27,853
Billings in excess of costs and estimated earnings (12,809) (8,495)
--------- ---------
Total $ 21,980 $ 19,358
========= =========
Costs and estimated earnings in excess of billings represent work performed
which either due to contract stipulations or lacking contractual documentation
needed, could not be billed. Substantially all unbilled amounts are expected to
be billed and collected within one year.
Inventories
Inventories are summarized as follows at December 31:
2004 2003
--------- ---------
Raw materials and supplies $ 1,885 $ 1,392
Work-in-process 3,006 3,246
Finished products 822 1,932
Construction materials 7,626 6,365
------- -------
Total $13,339 $12,935
======= =======
Property, Plant and Equipment
Property, plant and equipment consisted of the following at December 31:
Estimated Useful
Lives (Years) 2004 2003
---------------- ----------- -----------
Land and land improvements $ 9,894 $ 9,822
Buildings and improvements 5 - 40 27,638 24,807
Machinery and equipment 4 - 10 102,781 114,628
Furniture and fixtures 3 - 10 13,194 12,106
Autos and trucks 3 - 10 33,344 5,203
Construction in progress 8,320 7,761
----------- ----------
Subtotal 195,171 174,327
Less - Accumulated depreciation and amortization of
leasehold improvements (104,325) (98,660)
----------- ----------
Total $ 90,846 $ 75,667
=========== ==========
In the fourth quarter of 2003, the Company reduced the carrying value of its
fixed assets by $0.8 million as determined by its impairment analyses and
related assessments.
Other Assets
Other assets are summarized as follows at December 31:
2004 2003
-------- -------
Investment in affiliates $ 6,375 $ 5,498
License agreements 2,463 2,721
Customer relationships 1,646 1,767
Non-compete agreements 1,450 2,069
Patents and trademarks 1,297 1,660
Deferred income taxes - 5,251
Purchased backlog - 388
Other 4,336 4,453
-------- -------
Total $ 17,567 $23,807
======== =======
43
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following at December 31:
2004 2003
------- -------
Accounts payable - trade $50,657 $49,047
Estimated casualty and healthcare liabilities 15,049 10,620
Job costs 9,534 8,592
Compensation and bonus 6,640 6,246
Interest 2,256 2,523
Job loss reserves 715 4,653
Warranty 547 989
------- -------
Total $85,398 $82,670
======= =======
In the fourth quarter of 2003, the Company increased its reserves for
self-insurance and healthcare costs by $3.7 million to reflect recent Company
experience regarding increasing claim costs and updated actuarial information.
In the fourth quarter of 2003, the Company recorded a loss job provision of $4.1
million to remove and reinstall an Insituform CIPP Process liner in Boston.
Casualty Insurance and Healthcare Reserves
The Company obtains actuarial estimates of its liabilities on a quarterly basis
and adjusts its reserves accordingly. Net increases (decreases) to these
reserves in 2004 (in millions) were:
Reserves
Casualty Healthcare
Insurance Benefits
--------- ----------
Balances at December 31, 2003 $ 8.9 $ 1.7
First quarter 0.9 0.4
Second quarter 0.8 0.3
Third quarter 1.7 (0.4)
Fourth quarter 0.3 0.4
----- -----
Year ended December 31, 2004 3.7 0.7
----- -----
Balances at December 31, 2004 $12.6 $ 2.4
===== =====
8. ACQUIRED INTANGIBLE ASSETS AND GOODWILL:
In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets,"
which required that an intangible asset that is acquired shall be initially
recognized and measured based on its fair value. This statement also provided
that certain intangible assets deemed to have an indefinite useful life, such as
goodwill, should not be amortized, but be tested for impairment annually, or
more frequently if circumstances indicate potential impairment. The Company
adopted SFAS 142 on January 1, 2002, at which time amortization of goodwill
ceased and a transitional impairment test was performed. The annual impairment
test for goodwill was performed in the fourth quarter of 2004 and 2003,
respectively. Management retained an independent party to perform a valuation of
the Company's reporting units, which consist of North American rehabilitation,
European rehabilitation, tunneling and Tite Liner, and determined that no
impairment of goodwill existed.
44
Changes in the carrying amount of goodwill for the year ended December 31, 2004
were as follows (in thousands):
Rehabilitation Tunneling Total
-------------- --------- ---------
Balance as of December 31, 2003 $122,693 $ 8,920 $131,613
Foreign currency adjustment (73) - (73)
-------- -------- --------
Balance as of December 31, 2004 $122,620 $ 8,920 $131,540
======== ======== ========
Intangible assets were as follows (in thousands):
As of December 31, 2004
Gross Carrying Accumulated
Amount Amortization
-------------- ------------
Amortized intangible assets:
Patents and trademarks $ 13,943 $(12,646)
License agreements 4,803 (2,340)
Non-compete agreements 4,737 (3,287)
Customer relationships 1,797 (151)
-------- --------
Total $ 25,280 $(18,424)
======== ========
Aggregate amortization expense:
For the year ended December 31, 2004 $ 1,936
Estimated amortization expense:
For year ending December 31, 2005 $ 1,302
For year ending December 31, 2006 1,135
For year ending December 31, 2007 706
For year ending December 31, 2008 447
For year ending December 31, 2009 338
9. LONG-TERM DEBT AND LINE OF CREDIT FACILITY:
Long-term debt and line of credit consisted of the following at December 31 (in
thousands):
2004 2003
--------- ---------
7.88% Senior Notes, Series A, payable in $15,715 annual installments
beginning February 2001 through 2007, with interest payable
semiannually $ 47,140 $ 62,855
5.29% Senior Notes, Series 2003-A, due April 24, 2013 65,000 65,000
Line of credit facility - -
5.5% bank term loan,(euro)5.7 million, payable in seven equal annual
installments through July 2006, with interest payable quarterly, repaid in
September 2004 - 3,052
Other notes, including capital leases, interest rates from 5.0% to 10.5% 143 354
-------- --------
Subtotal 112,283 131,261
Less - Current maturities (15,778) (16,938)
-------- --------
Total $ 96,505 $114,323
======== ========
45
Principal payments required to be made for each of the next five years and
thereafter are summarized as follows (in thousands):
Year Amount
---------- ---------
2005 $ 15,778
2006 15,795
2007 15,710
2008 -
2009 -
Thereafter 65,000
--------
Total $112,283
========
At December 31, 2004 and 2003, the estimated fair value of the Company's
long-term debt was approximately $109.1 million and $131.3 million,
respectively. Fair value was estimated using market rates for debt of similar
risk and maturity.
Senior Notes
The Series A Senior Notes may be prepaid at the Company's option on a pro
rata basis with the Series 2003-A Senior Notes, in whole or in part, at any
time, together with a make-whole premium, and upon specified change in control
events each holder has the right to require the Company to purchase its Senior
Notes without any premium. The Series 2003-A Senior Notes may be prepaid at the
Company's option on a pro rata basis with the Series A Senior Notes, in whole or
in part, at any time, together with a make-whole premium. Upon specified change
in control events each holder has the right to require the Company to purchase
its Senior Notes, Series 2003-A, without any premium.
These agreements obligate the Company to comply with certain financial
ratios and restrictive covenants that, among other things, place limitations on
operations and sales of assets by the Company or its subsidiaries, and limit the
ability of the Company to incur secured indebtedness and liens. Such agreements
also obligate the Company's subsidiaries to provide guarantees to the holders of
the Senior Notes if guarantees are given by them to certain other lenders.
The Company was not in compliance with one of its debt covenants at
December 31, 2004 under the Series A Senior Notes. See Note 16 for amendments
obtained related to covenant violations.
Line of Credit Facility
The Company has a credit facility with Bank of America which provides a
borrowing capacity of $25 million, any portion of which may be used for the
issuance of standby letters of credit. On March 16, 2005, the bank executed a
waiver of a cross-default that had occurred as of December 31, 2004 when a
covenant under the Series A Senior Note was not met. See Note 16 for amendments
obtained related to covenant violations. The bank also agreed to be subject to
the same restrictive covenants as the Series A Senior Notes and the Series
2003-A Senior Notes starting in the first quarter of 2005 and for each quarter
thereafter. The bank also requires the Company to maintain an unrestricted cash
balance of at least $50 million. The line of credit facility matures on March
31, 2006.
Under the line of credit facility, the Company pays a commitment fee equal
to 0.5% per annum on the unborrowed balance at the end of each fiscal quarter.
The Company will pay a letter of credit fee of 2.50% per annum on the aggregate
stated amount for each letter of credit that it has issued and outstanding at
the end of each fiscal quarter. Any loan under the line of credit facility will
bear interest at the rate equal to the Bank of America prime rate (5.25% at
December 31, 2004).
At December 31, 2004, $12.0 million in letters of credit were issued and
outstanding as collateral for the benefit of certain of the Company's insurance
carriers. There were no other outstanding borrowings under the line of credit
facility at December 31, 2004, resulting in $13.0 million in available borrowing
capacity under the line of credit facility as of that date.
10. STOCKHOLDERS' EQUITY:
Stock Option Plans
The 2001 Employee Equity Incentive Plan ("Employee Incentive Plan") provides for
the granting to employees of stock-based awards, including (a) stock
appreciation rights, (b) restricted shares of common stock, (c) performance
awards, (d) stock options and (e) stock units. The maximum number of shares of
common stock that currently may be issued under the Employee Incentive Plan is
2,000,000. The Employee Incentive Plan is administered by the Compensation
Committee of the Board of Directors, which determines the eligibility, timing,
pricing, amount, vesting and other terms and conditions of awards, including
stock option awards. The Company accounts for options granted under this plan in
accordance with APB 25. The exercise price of each option issued under the
Employee Incentive Plan equals the closing market price of the Company's stock
on the date of grant and, therefore, the Company makes no charge to earnings
with respect to these options. Stock options, issued under the Employee
Incentive Plan,
46
generally vest over three years (with 25% vesting upon grant) and have an
expiration date of five to ten years after the date of grant.
The Company granted 65,000 restricted shares of common stock to executives and
key employees during 2004 and 57,300 restricted shares were granted in 2003. The
restrictions on grants of restricted stock expire three years after the grant
date, provided that employment continues through the restriction period.
Restricted stock expense is recorded based on the stock price on the date of
grant and recorded ratably throughout the restriction period. At December 31,
2004, there were 73,600 shares of restricted stock outstanding, and the Company
had recorded $0.1 million in after-tax compensation expense during 2004, net of
the effect of forfeitures. At December 31, 2003, there were 28,400 shares of
restricted stock outstanding and the Company had recorded $0.1 million in
compensation expense, net of the effect of forfeitures. There were no restricted
stock grants or related compensation expense in 2002.
The 2001 Non-Employee Director Equity Incentive Plan ("Non-Employee Director
Incentive Plan"), administered by the Board of Directors, provides for the
granting of stock options and deferred stock units to non-employee directors.
The total number of shares of common stock available for issuance under the
Non-Employee Director Incentive Plan is 200,000. Under the terms of the
Non-Employee Director Incentive Plan, each non-employee director receives a
stock option to purchase shares of common stock and/or deferred stock units each
year on the date of the Annual Meeting of Stockholders (or promptly thereafter,
as determined by the Board), provided that such director continues to be a
non-employee director following such Annual Meeting. The purchase price per
share of common stock for which each option is exercisable is the fair market
value per share of common stock on the date the option is granted. Each option
granted under the Non-Employee Director Incentive Plan is fully vested and
exercisable immediately, and expires not later than ten years from the date of
the grant. Each deferred stock unit represents the obligation of the Company to
transfer one share of common stock to the non-employee director at a future date
and is fully vested at grant. The Board, based on the recommendation of the
Compensation Committee, granted deferred stock units to each of the Company's
non-employee directors in 2003 and 2004 under the Non-Employee Director
Incentive Plan.
The Company granted an aggregate of 31,300 and 27,500 deferred stock units to
its Board of Directors, excluding the Company's Chief Executive Officer, in 2004
and 2003, respectively. Following termination of the director's service on the
Company's board due to death or a change in control, or six months after
termination of the director's service for any other reason, shares of the
Company's common stock equal to the number of deferred stock units reflected on
the director's account, will be distributed. A director may, while serving on
the Company's board, elect to defer the distribution date in annual installments
over a period up to five years, beginning in the year following termination of
service on the board. The Company recorded compensation expense of $0.5 million
in 2004 and $0.4 million in 2003 related to deferred stock unit grants. There
were no deferred stock unit grants or related compensation expense during 2002.
Under the 1992 Employee Stock Option Plan and Director Stock Option Plan, the
Company was authorized to grant options to its employees and directors not to
exceed 2,850,000 and 1,500,000 shares of common stock, respectively. No options
have been granted under the Employee Stock Option Plan or the Director Stock
Option Plan since the adoption of the Employee Incentive Plan and the
Non-Employee Director Incentive Plan. As of December 31, 2004, 699,729 options
granted under the Employee Plan and the Director Plan remained outstanding.
In accordance with SFAS 123, the Company has estimated the fair value of each
option grant using the Black-Scholes option-pricing model and has included in
Note 2 a table illustrating the effect on net income and earnings per share had
the Company applied the fair value recognition provisions. The following
weighted average assumptions were used for the grants in 2004, 2003 and 2002,
respectively: expected volatility of 60%, 61% and 64%; risk-free interest rates
of 4.3%, 3.0% and 3.8%; expected lives of five, six
47
and six years; and no dividends. The following tables summarize information
about options outstanding at December 31, 2004:
Options Outstanding Options Exercisable
------------------------------------ ----------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Number Contractual Exercise Number Exercise
Exercise Price Outstanding Life Price Exercisable Price
- ---------------- ----------- ------------- -------- ----------- ---------
$4.00 to $10.00 59,315 2.9 years 8.75 59,315 8.75
$10.00 to $20.00 604,413 5.5 years 14.54 299,068 14.31
$20.00 and above 986,830 5.2 years 26.47 845,803 27.21
--------- ---------
1,650,558 1,204,186
========= =========
2004 2003 2002
---------------------- ---------------------- -----------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
---------- --------- ---------- --------- ---------- ---------
Options outstanding, beginning of
year 2,264,139 $22.23 2,150,969 $23.59 1,857,302 $22.50
Granted 417,389 16.95 371,515 12.84 676,471 23.88
Exercised (283,948) 12.61 (39,231) 11.09 (205,280) 12.26
Forfeited (747,022) 23.99 (219,114) 21.27 (177,524) 25.99
--------- --------- ---------
Options outstanding, end
of year 1,650,558 21.46 2,264,139 22.23 2,150,969 23.59
========= ========= =========
Options exercisable, end of year 1,204,186 23.09 1,780,230 22.82 1,442,413 22.28
========= ========= =========
Weighted average fair value of
options granted $10.44 $7.53 $14.26
At December 31, 2004, 947,669 and 88,700 shares of common stock were reserved
for granting of awards pursuant to Employee Incentive Plan and the Non-Employee
Director Incentive Plan, respectively.
Shareholders' Rights Plan
In February 2002, the Company's Board of Directors adopted a Shareholders'
Rights Plan. Pursuant to the Shareholders' Rights Plan, the Board of Directors
declared a dividend distribution of one preferred stock purchase right for each
outstanding share of the Company's common stock, $.01 par value, payable to the
Company's stockholders of record as of March 13, 2002. Each right, when
exercisable, entitles the holder to purchase from the Company one one-hundredth
of a share of a new series of voting preferred stock, designated as Series A
Junior Participating Preferred Stock, $0.10 par value, at an exercise price of
$116.00 per one one-hundredth of a share.
The rights will trade in tandem with the common stock until 10 days after a
"distribution event" (i.e., the announcement of an intention to acquire or the
actual acquisition of 20% or more of the outstanding shares of common stock), at
which time the rights would become exercisable. Upon exercise, the holders of
the rights (other than the person who triggered the distribution event) will be
able to purchase for the exercise price, shares of common stock (or the common
stock of the entity which acquires the company) having the then market value of
two times the aggregate exercise price of the rights. The rights expire on March
12, 2012, unless redeemed, exchanged or otherwise terminated at an earlier date.
11. OTHER INCOME (EXPENSE):
Other income (expense) was comprised of the following for the years ended
December 31 (in thousands):
48
2004 2003 2002
-------- --------- ---------
Interest income $1,397 $ 1,507 $ 1,898
Gain (loss) on sale/disposal of assets (610) (1,375) 1,225
Reserve for notes receivable - (1,090) -
Other 425 (316) (68)
------ ------- -------
Total $1,212 $(1,274) $ 3,055
====== ======= =======
During the fourth quarter of 2003, the Company reserved $1.1 million in notes
receivable from the purchaser of certain discontinued operations.
During 2002, the Company disposed of a real estate investment acquired in a
prior year for proceeds of $1.9 million and a gain of $1.2 million, included in
the table above.
12. TAXES ON INCOME:
Income (loss) from continuing operations before taxes on income was as follows
for the years ended December 31 (in thousands):
2004 2003 2002
------- ------- --------
Domestic $(8,310) $ 4,097 $ 38,464
Foreign 8,395 7,985 6,863
------- ------- --------
Total $ 85 $12,082 $ 45,327
======= ======= ========
Provisions (benefits) for taxes on income from continuing operations consisted
of the following components for the years ended December 31 (in thousands):
2004 2003 2002
------- -------- --------
Current:
Federal $(6,778) $ 3,342 $ 15,578
Foreign 4,274 4,007 3,935
State 188 1,084 2,302
------- -------- --------
Subtotal (2,316) 8,433 21,815
------- -------- --------
Deferred:
Federal 2,735 (1,581) (3,705)
Foreign (713) (56) (247)
State (541) 13 (412)
------- -------- --------
Subtotal 1,481 (1,624) (4,364)
------- -------- --------
Total tax
provision $ (835) $ 6,809 $ 17,451
======= ======== ========
Income tax (benefit) expense differed from the amounts computed by applying the
U.S. federal income tax rate of 35% to income (loss) before income taxes, equity
in income (loss) of joint ventures and minority interests as a result of the
following (dollars in thousands):
2004 2003 2002
------- --------- ----------
Income taxes at U.S. federal statutory tax rate $ 30 $ 4,229 $ 15,864
Increase (decrease) in taxes resulting from:
State income taxes, net of federal income tax benefit (229) 305 1,597
Amortization of intangibles (616) (700) (700)
Effect of foreign income taxes (126) (96) 220
Valuation allowance on net operating loss carryforwards (NOL) 100 747 0
Non-deductible meals and entertainment 668 1,626 179
Federal motor fuels excise tax credit (686) 0 0
49
Other 24 698 291
------- ------- -------
Total (benefits) taxes on income $ (835) $ 6,809 $17,451
------- ------- -------
Effective tax rate (982.4)% 56.4% 38.5%
======= ======= =======
In 2003, the Company determined that additional taxes were required to be paid
related to the Company's meals and entertainment tax deductions.
Net deferred taxes consisted of the following at December 31 (in thousands):
2004 2003
-------- --------
Deferred income tax assets:
Foreign tax credit carryforwards $ 3,234 $ 3,046
Net operating loss carryforwards 7,686 5,479
Accrued expenses 9,291 8,106
Other 1,560 1,514
-------- --------
Total gross deferred income tax assets 21,771 18,145
-------- --------
Less valuation allowance (5,014) (4,107)
-------- --------
Net deferred income tax assets 16,757 14,038
-------- --------
Deferred income tax liabilities:
Property, plant and equipment $ (8,849) $ (6,021)
Other (4,043) (2,766)
-------- --------
Total deferred income tax liabilities (12,892) (8,787)
-------- --------
Net deferred income tax assets $ 3,865 $ 5,251
======== ========
The Company's tax assets and liabilities, netted by taxing location, are in the
following captions in the balance sheet (in thousands):
2004 2003
------- -------
Current deferred income tax assets, net $ 6,878 $ 0
Noncurrent deferred income tax assets (liabilities), net (3,013) 5,251
------- -------
$ 3,865 $ 5,251
======= =======
The Company's deferred tax assets at December 31, 2004 include $7.7 million in
Federal, state and foreign net operating loss carryforwards. These NOLs include
$2.0 million, which if not used will expire between the years 2005 and 2024, and
$5.7 million that has no expiration. The Company also has foreign tax credit
carryforwards of $3.2 million, which will begin to expire in 2011.
For financial reporting purposes, a valuation allowance of $5.0 million has been
recognized, to reduce the deferred tax assets related to certain state and
foreign net operating loss carryforwards, for which it is more likely than not
that the related tax benefits will not be realized, due to uncertainties as to
the timing and amounts of future taxable income.
Management has reviewed the Company's historical levels of taxable income,
estimates of future taxable income, and expiration periods of net operating loss
carryforwards and has concluded that it is more likely than not that the net
deferred tax assets of $3.9 million at December 31, 2004 will be realized.
13. CHANGES IN OPERATING ASSETS:
The following are the cash flow effects of changes in operating assets,
excluding the effect of acquisitions and divestitures:
2004 2003 2002
-------- -------- -------
Receivables, net, retainage and costs and estimated
earnings in excess of billings $ 4,460 $ 1,614 $ (9,921)
Inventories (404) (200) 1,313
Prepaid expenses and other assets 2,818 (4,605) (2,414)
Accounts payable and accrued expenses 8,590 8,348 (8,635)
-------- -------- --------
Total $ 15,464 $ 5,157 $(19,657)
======== ======== ========
50
14. COMMITMENTS AND CONTINGENCIES:
Leases
The Company leases a number of its administrative operations facilities under
noncancellable operating leases expiring at various dates through 2020. In
addition, the Company leases certain construction, automotive and computer
equipment on a multi-year, monthly or daily basis. Rental expense in 2004, 2003
and 2002 was $21.3 million, $17.6 million and $18.6 million, respectively.
Rental expense paid to a related party was $460,000, $510,000 and $600,000 for
the years ended December 31, 2004, 2003 and 2002, respectively.
At December 31, 2004, the future minimum lease payments required under the
noncancellable operating leases were as follows (in thousands):
Year Minimum Lease Payments
- ---------- ----------------------
2005 $13,687
2006 9,747
2007 8,186
2008 6,958
2009 3,384
After 2009 1,961
-------
Total $43,923
=======
Litigation
In the third quarter of 2002, an accident on an Insituform CIPP Process project
in Des Moines, Iowa resulted in the death of two workers and the injury of five
workers. The Company fully cooperated with Iowa's state OSHA in the
investigation of the accident. Iowa OSHA issued a Citation and Notification of
Penalty in connection with the accident, including several willful citations.
Iowa OSHA proposed penalties of $808,250. The Company challenged Iowa OSHA's
findings, and in the fourth quarter of 2003, an administrative law judge reduced
the penalties to $158,000. In the second quarter of 2004, the Iowa Employment
Appeal Board reinstated many of the original penalties, ordering total penalties
in the amount of $733,750. The Company is vigorously opposing the citations and,
in connection therewith, filed a notice of appeal with the Iowa district court.
On February 4, 2005, the Iowa district court heard oral arguments from the
Company and the Employment Appeal Board regarding the appeal.
In July 2004, three separate civil actions were filed in the Iowa district court
of Polk County with respect to the Des Moines accident. The first complaint,
filed by family members and the Estate of Brian Burford on July 7, 2004, named
the Company, Insituform Technologies USA, Inc. (a wholly owned subsidiary of
the Company), the City of Des Moines and 15 current or former employees of the
Company as defendants. The two other actions, filed on July 6, 2004 by (1)
family members and the Estate of Daniel Grasshoff and (2) Michael Walkenhorst,
James E. Johnson and Linda Johnson, named the City of Des Moines and the 15
current or former employees of the Company as defendants, but did not name the
Company or Insituform USA as defendants. The complaints filed with respect to
Messrs. Burford and Grasshoff alleged wrongful death, negligence, gross
negligence and civil conspiracy. The complaint filed with respect to Messrs.
Walkenhorst and Johnson alleged gross negligence and civil conspiracy. The
Company believes that the allegations in each of the complaints are without
merit and that the workers' compensation statutes provide the exclusive remedy
to the plaintiffs for the deaths and injuries that occurred as a result of the
Des Moines accident. The Company intends to vigorously defend the actions. Each
complaint sought unspecified damages, including punitive damages.
In December 2003, Environmental Infrastructure Group, L.P. ("EIG") filed suit in
the district court of Harris County, Texas, against several defendants,
including Kinsel Industries, Inc., a wholly-owned subsidiary of the Company,
seeking unspecified damages. The suit alleges, among other things, that Kinsel
51
failed to pay EIG monies due under a subcontractor agreement. In February 2004,
Kinsel filed an answer, generally denying all claims, and also filed a
counter-claim against EIG based upon EIG's failure to perform work required of
it under the subcontract. In June 2004, EIG amended its complaint to add the
Company as an additional defendant and include a claim for lost opportunity
damages. The Company believes that the factual allegations and legal claims made
against it and Kinsel are without merit and intends to vigorously defend them.
Boston Installation
In August 2003, the Company began an Insituform CIPP Process installation in
Boston. The $1 million project required the Company to line 5,400 feet of a
109-year-old, 36- to 41-inch diameter unusually shaped hand-laid rough brick
pipe. Many aspects of this project were atypical of the Company's normal
Insituform CIPP Process installations. Following installation, the owner
rejected approximately 4,500 feet of the liner and all proposed repair methods.
All rejected liner was removed and re-installed, and the Company recorded a loss
of $5.1 million on this project in the year ended December 31, 2003. The lines
are now back in service and the contract is now in a warranty period. The
Company will be required to inspect the lines in early 2005 to determine if any
problems exist. The Company believes that it has adequately reserved for
potential warranty costs at December 31, 2004.
The Company has a "Contractor Rework" special endorsement to its primary
comprehensive general liability insurance policy. The Company filed a claim with
its primary insurance carrier relative to rework of the Boston project. The
carrier paid the Company the primary coverage of $1 million, less a $250,000
deductible, in satisfaction of its obligations under the policy.
The Company has excess comprehensive general liability insurance coverage. The
excess insurance coverage is in an amount far greater than the estimated costs
associated with the liner removal and re-installation. The Company believes the
"Contractor Rework" special endorsement applies to the excess insurance
coverage; it has already incurred costs in excess of the primary coverage and it
has put its excess carrier on notice. The excess insurance carrier denied
coverage in writing without referencing the "Contractor Rework" special
endorsement, and subsequently indicated that it does not believe that the
"Contractor Rework" special endorsement applies to the excess insurance
coverage.
On March 10, 2004, the Company filed a lawsuit in Massachusetts against its
excess insurance carrier for its failure to acknowledge coverage and to
indemnify the Company for the entire loss in excess of the primary coverage. The
excess insurance carrier filed an answer in response. In early 2005, the court
heard separate motions for summary judgment filed by the Company and the excess
insurance carrier. The Company is vigorously pursuing a full recovery of the
loss. The Company did not recognize any of the potential excess carrier
insurance recovery at December 31, 2004.
Other Litigation
The Company is involved in certain other litigation incidental to the conduct of
its business and affairs. Management, after consultation with legal counsel,
does not believe that the outcome of any such other litigation will have a
material adverse effect on its consolidated financial condition, results of
operations or cash flows.
Retirement Plans
Substantially all of the Company's employees are eligible to participate in the
Company sponsored defined contribution savings plan, which is a qualified plan
under the requirements of Section 401(k) of the Internal Revenue Code. Total
Company contributions to the domestic plan were $1.9 million, $1.6 million and
$1.7 million for the years ended December 31, 2004, 2003 and 2002, respectively.
52
In addition, certain foreign subsidiaries maintain various other defined
contribution retirement plans. Company contributions to such plans for the years
ended December 31, 2004, 2003 and 2002 were $1.0 million, $0.6 million and $0.2
million, respectively.
Guarantees
The Company has entered into several contractual joint ventures in order to
develop joint bids on contracts for its installation business and for tunneling
operations. In these cases, the Company could be required to complete the joint
venture partner's portion of the contract if the partner were unable to complete
its portion. The Company would be liable for any amounts for which the Company
itself could not complete the work and for which a third party contractor could
not be located to complete the work for the amount awarded in the contract.
While the Company would be liable for additional costs, these costs would be
offset by any related revenues due under that portion of the contract. The
Company has not experienced material adverse results from such arrangements.
Based on these facts, while there can be no assurances, the Company currently
does not anticipate any future material adverse impact on its consolidated
financial position, results of operations or cash flows.
The Company also has many contracts that require the Company to indemnify the
other party against loss from claims of patent or trademark infringement. The
Company also indemnifies its surety against losses from third party claims of
subcontractors. The Company has not experienced material losses under these
provisions and, while there can be no assurances, currently does not anticipate
any future material adverse impact on its consolidated financial position,
results of operations or cash flows.
The Company regularly reviews its exposure under all its engagements, including
performance guarantees by contractual joint ventures and indemnification of its
surety. As a result of the most recent review, the Company has determined that
the risk of material loss is remote under these arrangements and has not
recorded a liability for these risks at December 31, 2004 on its consolidated
balance sheet.
15. SEGMENT AND GEOGRAPHIC INFORMATION:
The Company has principally three operating segments: rehabilitation; tunneling;
and Tite Liner. The segments were determined based upon the types of products
sold by each segment and each is regularly reviewed and evaluated separately.
The rehabilitation segment provides trenchless methods of rehabilitating sewers,
pipelines and other conduits using a variety of technologies including the
Insituform CIPP Process, pipebursting, microtunneling and sliplining. The
tunneling segment engages in tunneling used in the installation of new
underground services, large diameter microtunneling and sliplining. The Tite
Liner segment provides a method of lining new and existing pipe with a corrosion
and abrasion resistant polyethylene pipe. These operating segments represent
strategic business units that offer distinct products and services and serve
different markets.
The following disaggregated financial results have been prepared using a
management approach, which is consistent with the basis and manner with which
management internally disaggregates financial information for the purpose of
assisting in making internal operating decisions. The Company evaluates
performance based on stand-alone operating income.
There were no customers which accounted for more than 10% of the Company's
revenues during each of the three years ended December 31, 2004, 2003 and 2002.
53
Financial information by segment was as follows at December 31 (in thousands):
2004 2003 2002
---------- -------- --------
Revenues:
Rehabilitation $ 409,408 $366,690 $377,674
Tunneling 108,729 100,020 86,297
Tite Liner 24,461 20,562 16,387
--------- -------- --------
Total revenues $ 542,598 $487,272 $480,358
========= ======== ========
Operating income (loss):
Rehabilitation $ 17,132 $ 14,465 $ 35,208
Tunneling (13,208) 3,956 12,165
Tite Liner 4,254 3,170 2,810
--------- -------- --------
Total operating income $ 8,178 $ 21,591 $ 50,183
========= ======== ========
Total assets:
Rehabilitation $ 301,006 $300,198 $315,377
Tunneling 73,822 68,494 63,218
Tite Liner 9,349 4,906 6,204
Corporate 124,644 133,499 80,305
Discontinued - 1,263 7,909
--------- -------- --------
Total assets $ 508,821 $508,360 $473,013
========= ======== ========
Capital expenditures:
Rehabilitation $ 22,002 $ 10,482 $ 6,093
Tunneling 8,549 7,005 12,941
Tite Liner 1,322 1,051 353
Corporate 3,322 1,391 2,395
--------- -------- --------
Total capital expenditures $ 35,195 $ 19,929 $ 21,782
========= ======== ========
Depreciation and amortization:
Rehabilitation $ 12,278 $ 10,146 $ 10,035
Tunneling 4,099 3,811 2,570
Tite Liner 797 1,280 880
Corporate 2,264 1,879 2,345
--------- -------- --------
Total depreciation and amortization $ 19,438 $ 17,116 $ 15,830
========= ======== ========
During 2004, the tunneling segment experienced significant negative gross margin
adjustments on one large tunneling project in the amount of $11.0 million, $7.3
million of which occurred in the fourth quarter. During the third quarter of
2004, the Company recorded a downward adjustment to the gross margin on this
project of $3.7 million.
Financial information by geographic area was as follows at December 31 (in
thousands):
2004 2003 2002
-------- -------- --------
Revenues:
United States $439,618 $401,174 $408,218
Canada 25,595 22,767 19,339
Other foreign 77,385 63,331 52,801
-------- -------- --------
Total revenues $542,598 $487,272 $480,358
======== ======== ========
Operating income:
United States $ 946 $ 13,525 $ 43,502
Canada 4,005 3,327 2,616
Other foreign 3,227 4,739 4,065
-------- -------- --------
Total operating income $ 8,178 $ 21,591 $ 50,183
======== ======== ========
54
Long-lived assets:
United States $ 88,442 $ 80,641 $ 70,924
Canada 2,066 2,330 2,772
Other foreign 17,905 16,503 15,634
-------- -------- --------
Total long-lived assets $108,413 $ 99,474 $ 89,330
======== ======== ========
55
16. SUBSEQUENT EVENTS:
As a result of the net loss incurred in the fourth quarter of 2004, the
Company was out of compliance with the fixed charges coverage ratio under its
Series A Senior Notes as of December 31, 2004. The actual fixed charges coverage
ratio at December 31, 2004 was 1.64 to 1.0 as compared with the required minimum
fixed charges coverage ratio under the Series A Senior Notes of 1.7 to 1.0 at
December 31, 2004. The default under the Series A Senior Notes resulted in a
cross-default under the Series 2003-A Senior Notes and the bank line of credit
facility with Bank of America. On March 16, 2005, the Series A Senior Note
holders and the Series 2003-A Senior Note holders waived the default and
cross-default as of December 31, 2004, and amended the debt covenants under the
Series A and the Series 2003-A Senior Notes. The bank also waived the
cross-default as of December 31, 2004 and agreed to incorporate the amended debt
covenants of the Series A Senior Notes and the Series 2003-A Senior Notes into
its credit facility. The Company expects to maintain covenant compliance with
respect to the amended covenants throughout 2005 and beyond.
Effective March 16, 2005, the Company agreed to increase the interest rate
on the Series A Senior Notes from 7.88% per annum to 8.88% per annum and to
increase the interest rate on the Series 2003-A Senior Notes from 5.29% per
annum to 6.54% per annum, to obtain the default and cross-default waivers and
the less restrictive financial covenants. The Company also paid its creditors
approximately $240,000 in fees to obtain the waivers and amendments. The Company
will expense financing costs of $0.5 million in the first quarter of 2005
related to these amendments. The table below sets forth the new covenants, which
were effective on March 16, 2005:
DESCRIPTION OF COVENANT FISCAL QUARTER AMENDED COVENANT(2),(3)
----------------------- -------------- -----------------------
$110 MILLION 8.88% SENIOR NOTES, SERIES A, DUE FEBRUARY 14,
2007 AND $65 MILLION 6.54% SENIOR NOTES, SERIES 2003-A, DUE
APRIL 24, 2013
Fixed charge coverage ratio(1) First quarter 2005 No less than 1.25 to 1.0
Second quarter 2005 No less than 1.25 to 1.0
Third quarter 2005 No less than 1.50 to 1.0
Fourth quarter 2005 No less than 1.75 to 1.0
First quarter 2006 No less than 2.00 to 1.0
Ratio of consolidated indebtedness to EBITDA(1) First quarter 2005 No greater than 4.25 to 1.0
Second quarter 2005 No greater than 4.00 to 1.0
Third quarter 2005 No greater than 4.00 to 1.0
Fourth quarter 2005 No greater than 3.00 to 1.0
First quarter 2006 No greater than 3.00 to 1.0
Consolidated net worth(1) First quarter 2005 and No less than $260 million plus 50% of
each quarter thereafter net income after December 31, 2004 on a
cumulative basis
Consolidated indebtedness to consolidated capitalization(1) First quarter 2005 and No greater than 0.45 to 1.0
each quarter thereafter
- ------------
(1) The ratios are calculated as defined in the Note Purchase Agreements, as
amended, which have been incorporated into the Company's Annual Report on
Form 10-K for the year ended December 31, 2004 as exhibits 10.2 and 10.3.
(2) The ratios for each quarter are based on rolling four-quarter calculations
of profitability. The loss in the fourth quarter of 2004 will have a
negative impact on the ratios through the third quarter of 2005.
(3) The line of credit facility with Bank of America has incorporated the
amended covenants for the Series A Senior Notes and the Series 2003-A
Senior Notes into the line of credit agreement. See Note 9 for additional
information regarding the credit facility.
17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
(In thousands, except per share data)
First Second Third Fourth(1,2)
-------- ---------- ---------- ----------
Year ended December 31, 2004:
Revenues $127,914 $ 142,434 $ 144,821 $ 127,429
Gross profit 25,367 30,564 30,276 13,292
Operating income (loss) 3,375 7,590 8,075 (10,862)
Net income (loss) 502 3,156 3,526 (6,587)
Basic earnings per share:
Income (loss) from continuing operations 0.02 0.12 0.13 (0.25)
Diluted earnings per share:
-------- --------- --------- ---------
Net income (loss) 0.02 0.12 0.13 (0.25)
Year ended December 31, 2003:
Revenues $123,348 $ 124,778 $ 117,360 $ 121,786
Gross profit 28,269 29,267 27,419 17,703
Operating income (loss) 11,186 10,285 7,771 (7,651)
Income (loss) from continuing operations 6,351 4,877 3,500 (10,100)
56
Income (loss) from discontinued operations 276 (292) (215) (872)
Net income (loss) 6,627 4,585 3,285 (10,972)
Basic earnings (loss) per share:
Income (loss) from continuing operations 0.24 0.18 0.13 (0.38)
Income (loss) from discontinued operations 0.01 (0.01) (0.01) (0.03)
----- ----- ----- -------
Net income (loss) 0.25 0.17 0.12 (0.41)
Diluted earnings (loss) per share:
Income (loss) from continuing operations 0.24 0.18 0.13 (0.38)
Income (loss) from discontinued operations 0.01 (0.01) (0.01) (0.03)
----- ----- ----- -------
Net income (loss) 0.25 0.17 0.12 (0.41)
_______________
(1) See Note 15 for a description of issues experienced in the tunneling
segment in 2004.
(2) See Notes 7, 11 and 12 for discussion of certain fourth quarter 2003
items.
57
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officers
carried out an evaluation of the effectiveness of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) as of December 31, 2004. Based on their evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls were effective at December 31, 2004.
The Company maintains internal controls and procedures designed to
ensure that it is able to collect the information subject to required disclosure
in reports it files with the United States Securities and Exchange Commission
(the "SEC"), and to process, summarize and disclose this information within the
time specified by the rules set forth by the SEC.
Pursuant to Section 404 of the Sarbanes-Oxley Act, the Company has
included a report that provides management's assessment of the Company's
internal control over financial reporting as part of this Annual Report on Form
10-K for the year ended December 31, 2004. The Company's independent registered
public accounting firm attested to, and reported on, this report. Their
attestation report, along with management's report, are included in Item 8 of
this report under the captions entitled "Report of Independent Registered Public
Accounting Firm" and "Management's Report on Internal Control Over Financial
Reporting," respectively, and are incorporated herein by reference.
There were changes in the Company's internal control over financial
reporting that occurred during the Company's quarter ended December 31, 2004
that materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
During the fourth quarter of 2004, and during the period leading up to
the filing of the Company's Annual Report on Form 10-K for the year ended
December 31, 2004, enhancements of internal control took place, specifically in
the tunneling segment, as follows:
- enhanced monthly project status review procedures and reporting;
- increased supervisory and management reviews of project risks and
controls; and
- improved procedures concerning bid selection and risk mitigation
processes.
Item 9B. Other Information
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
For information concerning this item, see "Item 4A. Executive Officers
of the Registrant" and the proxy statement to be filed with respect to the 2005
Annual Meeting of Stockholders (the "2005 Proxy Statement"), which information
is incorporated herein by reference.
58
Item 11. Executive Compensation
For information concerning this item, see the 2005 Proxy Statement,
which information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
For information concerning this item, see the 2005 Proxy Statement,
which information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
For information concerning this item, see the 2005 Proxy Statement,
which information is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
For information concerning this item, see the 2005 Proxy Statement,
which information is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements:
The consolidated financial statements filed in this Annual Report on
Form 10-K are listed in the Index to Consolidated Financial Statements included
in "Item 8. Financial Statements and Supplementary Data," which information is
incorporated herein by reference.
2. Financial Statement Schedules:
No financial statement schedules are included herein because of the
absence of conditions under which they are required or because the required
information is contained in the consolidated financial statements or notes
thereto contained in this report.
3. Exhibits:
The exhibits required to be filed as part of this Annual Report on Form
10-K are listed in the Index to Exhibits attached hereto.
59
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.
Dated: March 16, 2005 INSITUFORM TECHNOLOGIES, INC.
By: /s/ Christian G. Farman
-------------------------
Christian G. Farman
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
appoint Thomas S. Rooney, Jr. and Christian G. Farman as attorneys-in-fact with
full power of substitution, severally, to execute in the name and on behalf of
the registrant and each such person, individually and in each capacity stated
below, one or more amendments to the annual report which amendments may make
such changes in the report as the attorney-in-fact acting deems appropriate and
to file any such amendment to the report with the Securities and Exchange
Commission.
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
/s/ Thomas S. Rooney, Jr. Principal Executive Officer and March 16, 2005
- --------------------------- Director
Thomas S. Rooney, Jr.
/s/ Christian G. Farman Principal Financial and March 16, 2005
- --------------------------- Accounting Officer
Christian G. Farman
/s/ Alfred L. Woods Director March 16, 2005
- ---------------------------
Alfred L. Woods
/s/ Robert W. Affholder Director March 16, 2005
- ---------------------------
Robert W. Affholder
/s/ Paul A. Biddelman Director March 16, 2005
- ---------------------------
Paul A. Biddelman
/s/ Stephen P. Cortinovis Director March 16, 2005
- ---------------------------
Stephen P. Cortinovis
60
/s/ John P. Dubinsky Director March 16, 2005
- ---------------------------
John P. Dubinsky
/s/ Juanita H. Hinshaw Director March 16, 2005
- ---------------------------
Juanita H. Hinshaw
Director March 16, 2005
- ---------------------------
Thomas Kalishman
/s/ Alfred T. McNeill Director March 16, 2005
- ---------------------------
Alfred T. McNeill
/s/ Sheldon Weinig Director March 16, 2005
- ---------------------------
Sheldon Weinig
61
INDEX TO EXHIBITS (1,2)
3.1 Restated Certificate of Incorporation, as amended, of the Company
(incorporated by reference to Exhibit 3.1 to the quarterly report on
Form 10-Q for the quarter ended June 30, 2000), and Certificate of
Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.1 to the annual
report on Form 10-K for the year ended December 31, 2001).
3.2 Amended and Restated By-Laws of the Company, as amended through July
22, 2003 (incorporated by reference to Exhibit 3.1 to the quarterly
report on Form 10-Q for the quarter ended June 30, 2003).
4 Rights Agreement dated as of February 26, 2002 between Insituform
Technologies, Inc. and American Stock Transfer & Trust Company
(incorporated by reference to Exhibit 1 to the Registration Statement
on Form 8-A dated March 8, 2002).
10.1 Credit Agreement (the "Credit Agreement") dated as of March 27, 2003
among the Company, Bank of America, N.A. as Administrative Agent, and
Letter of Credit Issuing Lender and the other Financial Institutions
party thereto (incorporated by reference to Exhibit 10.1 to the annual
report on Form 10-K for the year ended December 31, 2002), as amended
by First Amendment to Credit Agreement dated as of November 26, 2003
(incorporated by reference to Exhibit 10.1 to the current report on
Form 8-K dated and filed December 1, 2003), as amended and superseded
by Amended and Restated Credit Agreement dated as of March 12, 2004
(incorporated by reference to Exhibit 10.1 to the annual report on Form
10-K for the year ended December 31, 2003), as further amended by First
Amendment to Credit Agreement dated as of March 16, 2005, filed
herewith.
10.2 Note Purchase Agreements (the "Note Purchase Agreements") dated as of
February 14, 1997 among the Company and, respectively, each of the
lenders (the "Noteholders") listed therein (incorporated by reference
to Exhibit 10.6 to the annual report on Form 10-K for the year ended
December 31, 1996), as amended by First Amendment to the Note Purchase
Agreements dated as of August 20, 1997 (incorporated by reference to
Exhibit 10(a) to the quarterly report on Form 10-Q for the quarter
ended September 30, 1997), as further amended by Second Amendment dated
as of March 30, 2000 to Note Purchase Agreements (incorporated by
reference to Exhibit 10.3 to the quarterly report on Form 10-Q for the
quarter ended March 31, 2000), as further amended by Third Amendment
dated as of February 28, 2003 to Note Purchase Agreements (incorporated
by reference to Exhibit 10.2 to the annual report on Form 10-K for the
year ended December 31, 2002), as further amended by Fourth Amendment
dated as of March 12, 2004 (incorporated by reference to Exhibit 10.2
to the annual report on Form 10-K for the year ended December 31,
2003), as further amended by Fifth Amendment dated as of March 16,
2005, filed herewith.
10.3 Note Purchase Agreement (the "Note Purchase Agreement") dated as of
April 24, 2003 among the Company and each of the lenders listed therein
(incorporated by reference to Exhibit 10.1 to the quarterly report on
Form 10-Q for the quarter ended March 31, 2003), as further amended by
First Amendment dated as of March 12, 2004 (incorporated by reference
to Exhibit 10.3 to the annual report on Form 10-K for the year ended
December 31, 2003), as further amended by Second Amendment dated as of
March 16, 2005, filed herewith.
10.4 Master Guaranty dated as of March 27, 2003 by the Company and those
subsidiaries of the Company named therein (incorporated by reference to
Exhibit 10.3 to the annual report on Form 10-K for the year ended
December 31, 2002).
10.5 Amended and Restated Intercreditor Agreement dated as of April 24, 2003
among Bank of America, N.A. and the Noteholders (incorporated by
reference to Exhibit 10.2 to the quarterly report on Form 10-Q for the
quarter ended March 31, 2003).
10.6 Employment Letter dated March 7, 2003 between the Company and Thomas S.
Rooney, Jr. (incorporated by reference to Exhibit 10.3 to the quarterly
report on Form 10-Q for the quarter ended March 31, 2003), as amended
by Amendment dated March 1, 2004 (incorporated by reference to Exhibit
10.6 to the annual report on Form 10-K for the year ended December 31,
2003). (3)
10.7 Executive Separation Agreement and Release effective as of June 18,
2004 by and between the registrant and Thomas A. A. Cook (incorporated
by reference to Exhibit 10.1 to the quarterly report on Form 10-Q for
the quarter ended June 30, 2004). (3)
10.8 Employment Letter dated August 25, 2004 between the Company and Thomas
W. Vaughn (incorporated by reference to Exhibit 10.1 to the current
report on Form 8-K dated and filed September 3, 2004). (3)
10.9 Employment Letter dated December 23, 2004 between the Company and David
F. Morris, filed herewith. (3)
10.10 Executive Separation Agreement and Release effective as of July 22,
2003 by and between the registrant and Anthony W. Hooper (incorporated
by reference to Exhibit 10.1 to the quarterly report on Form 10-Q for
the quarter ended June 30, 2003). (3)
10.11 Employment Letter dated December 1, 2003 between the Company and
Christian G. Farman (incorporated by reference to Exhibit 10.1 to the
current report on Form 8-K dated and filed December 4, 2003). (3)
10.12 Employment Separation Agreement and Release effective as of December 4,
2003 by and between the Company and Joseph A. White (incorporated by
reference to Exhibit 10.13 to the annual report on Form 10-K for the
year ended December 31, 2003). (3)
10.13 Employee Separation Agreement and Release effective as of July 1, 2003
by and between the Company and Carroll W. Slusher (incorporated by
reference to Exhibit 10.2 to the quarterly report on Form 10-Q for the
quarter ended June 30, 2003). (3)
10.14 Employment Agreement dated October 25, 1995 between the Company and
Robert W. Affholder (incorporated by reference to Exhibit 2(d) to the
Current Report on Form 8-K dated October 25, 1995), as amended by
Amendment No. 1 dated as of October 25, 1998 to Employment Agreement
(incorporated by reference to Exhibit 10.9 to the annual report on Form
10-K for the year ended December 31, 1998), and as amended by Amendment
No. 2 dated as of December 31, 1999 to Employment Agreement, and as
amended by Amendment No. 3 dated as of December 31, 2000 to Employment
Agreement (incorporated by reference to Exhibit 10.1 to the quarterly
report on Form 10-Q for the quarter ended March 31, 2001), and as
amended by Amendment No. 4 dated as of December 31, 2001 to Employment
Agreement (incorporated by reference to Exhibit 10.6 to the annual
report on Form 10-K for the year ended December 31, 2001), and as
amended by Amendment No. 5 dated as of December 31, 2002 to Employment
Agreement (incorporated by reference to Exhibit 10.8 to the annual
report on Form 10-K for the year ended December 31, 2002), and as
amended by Letter Agreement dated March 1, 2004 (incorporated by
reference to Exhibit 10.15 to the annual report on Form 10-K for the
year ended December 31, 2003). (3)
10.15 Equipment Lease for 125 Ton American Crane [1] dated as of January 1,
2005 between A-Y-K-E Partnership and Affholder, Inc., filed herewith.
10.16 Equipment Lease for 100 Ton Link Belt Crane dated as of January 1, 2005
between A-Y-K-E Partnership and Affholder, Inc., filed herewith.
10.17 Equipment Lease for 125 Ton American Crane [2] dated as of January 1,
2005 between A-Y-K-E Partnership and Affholder, Inc., filed herewith.
10.18 Equipment Lease for 110 Ton American Crane dated as of January 1, 2005
between A-Y-K-E Partnership and Affholder, Inc., filed herewith.
10.19 Equipment Lease for Lovat 121" Tunnel Boring Machine dated as of
January 1, 2005 between A-Y-K-E Partnership and Affholder, Inc., filed
herewith.
10.20 1992 Employee Stock Option Plan of the Company (incorporated by
reference to Exhibit 10.11 to the annual report on Form 10-K for the
year ended December 31, 1999). (3)
10.21 1992 Director Stock Option Plan of the Company (incorporated by
reference to Exhibit 10.12 to the annual report on Form 10-K for the
year ended December 31, 1999). (3)
10.22 Amended and Restated 2001 Employee Equity Incentive Plan (incorporated
by reference to Appendix C to the definitive proxy statement on
Schedule 14A filed on April 16, 2003 in connection with the 2003 annual
meeting of stockholders). (3)
10.23 Amended and Restated 2001 Non-Employee Director Equity Incentive Plan
(incorporated by reference to Appendix B to the definitive proxy
statement on Schedule 14A filed on April 16, 2003 in connection with
the 2003 annual meeting of stockholders). (3)
10.24 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to
the quarterly report on Form 10-Q for the quarter ended June 30, 2001).
(3)
10.25 Insituform Mid-America, Inc. Stock Option Plan, as amended
(incorporated by reference to Exhibit 4(i) to the Registration
Statement on Form S-8 No. 33-63953). (3)
10.26 Senior Management Voluntary Deferred Compensation Plan of the Company
(incorporated by reference to Exhibit 10.19 to the annual report on
Form 10-K for the year ended December 31, 1998), as amended by First
Amendment thereto dated as of October 25, 2000 (incorporated by
reference to Exhibit 10.15 to the annual report on Form 10-K for the
year ended December 31, 2000). (3)
10.27 Form of Directors' Indemnification Agreement (incorporated by reference
to Exhibit 10.3 to the quarterly report on Form 10-Q for the quarter
ended June 30, 2002). (3)
21 Subsidiaries of the Company, filed herewith.
23 Consent of PricewaterhouseCoopers LLP, filed herewith.
24 Power of Attorney (set forth on signature page).
31.1 Certification of Thomas S. Rooney, Jr. pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.
31.2 Certification of Christian G. Farman pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.
32.1 Certification of Thomas S. Rooney, Jr. pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, filed herewith.
32.2 Certification of Christian G. Farman pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, filed herewith.
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(1) The Company's current, quarterly and annual reports are filed with the
Securities and Exchange Commission under file no. 0-10786.
(2) Pursuant to Reg. Section 229.601, does not include certain instruments
with respect to long-term debt of the Company and its consolidated
subsidiaries not exceeding 10% of the total assets of the Company and
its subsidiaries on a consolidated basis. The Company undertakes to
furnish to the Securities and Exchange Commission, upon request, a copy
of all long-term debt instruments not filed herewith.
(3) Management contract or compensatory plan or arrangement.