EXHIBIT 99.1
THE KEITH COMPANIES | TKC
NEWS RELEASE FOR DECEMBER 3, 2001 AT 7:30 AM EST
Contact:
The Keith Companies, Inc. Allen & Caron, Inc
Aram Keith Lynn Johnson (investors), or
CEO & Chairman of the Board LYNN@ALLENCARON.COM
2955 Red Hill Ave. Matt Clawson
Costa Mesa, CA 92626 MATT@ALLENCARON.COM
(714) 668-7001 (949) 474-4300
(714) 668-7026 Fax
WWW.KEITHCO.COM
THE KEITH COMPANIES ACQUIRES UNIVERSAL ENERGY, INC.
TEXAS-BASED POWER ENGINEERING SERVICES FIRM SPECIALIZES IN
DOMESTIC AND INTERNATIONAL ENERGY PROJECTS
COSTA MESA, CA (December 3, 2001). The Keith Companies, Inc. (Nasdaq:TKCI), an
engineering and consulting services company, today announced that as part of its
strategy to expand the Company's areas of coverage and services through
acquisition it has acquired Houston, TX-based Universal Energy, Inc. (UEI) and
its wholly owned subsidiary Amerex International, Inc. A privately held company,
UEI provides professional services to engineering and construction firms and
owners/developers in the power industry. The agreement included purchasing UEI
for an undisclosed all-cash initial purchase price along with an earnout
provision. This acquisition, which closed on November 30, 2001, is the second
strategic acquisition completed by The Keith Companies since late September
2001.
Founded in 1994, UEI provides start-up management, technical support,
facility acquisition analysis, operations and maintenance, and manpower
augmentation services to the power industry. UEI conducts business on projects
domestically and internationally including projects in Europe, Asia, and South
America. UEI provides professional services for numerous clients, many of which
are Fortune 500 companies that generate power or manufacture power plant
equipment.
UEI will continue to operate from its main offices, and the senior
management and owners of UEI will remain active in day-to-day operations. In
addition to increasing the number of Company divisions, the acquisition of UEI
adds operations on a number of project sites including those in Rio de Janeiro.
UEI also adds a total of approximately 75 employees and contracted professionals
to the Company's current employee base of approximately 655.
Universal Energy President Jerry Evans stated, "UEI's mission and scope of
services remains the same. In fact, this decision was made to support our
continued growth. We are pleased to be joining forces with this strong
organization."
According to The Keith Companies Chairman and CEO Aram H. Keith, "The added
services and geographic coverage that UEI offers will provide significant added
value to our firm. The diverse package of services we can now provide to power
and energy clients, through the combination of our ESI, PEC, and UEI divisions,
can support the design, testing, commissioning and startup, and operation and
maintenance needs for generation, transmission and other sector-specific
services."
"As we continue with our business plan implementation", added Keith, "the
addition of UEI will increase our operational footprint in the sunbelt and
overseas, it will enhance our capacity via a group of seasoned consulting
professionals and it will benefit our existing clients through a more
comprehensive package of service offerings. Even after acquiring UEI, our cash
position as well as our overall balance sheet remains very healthy allowing us
to continue our acquisition strategy."
As a result of this acquisition, The Keith Companies is increasing its
annual 2002 guidance. Estimated net revenue is projected to increase by $11
million to $12 million, increasing the total estimated net revenue range for
2002 to $82 million to $88 million. Diluted earnings per share is anticipated to
increase by $0.10 to $0.14 bringing the total estimated 2002 diluted earnings
per share range to $0.80 to $0.92. Due to only one month of operating results
from UEI and the commencement of the integration process, the Company is not
changing its fourth quarter 2001 guidance.
ABOUT THE KEITH COMPANIES
The Keith Companies, Inc. is a fully integrated, multi-disciplined
engineering and consulting services company with offices located throughout the
western United States. The Keith Companies' professionals provide a wide
spectrum of skilled resources including land planning, engineering, surveying,
mapping, environmental, and water and cultural resources, that are needed to
effectively plan, engineer, and design state-of-the-art facilities.
Additionally, the Company provides mechanical, electrical, chemical,
power/energy engineering, and other industrial engineering services to design
and improve the efficiency and reliability of automated and manufacturing
processes, production lines, fire protection systems, and power plants. The
Keith Companies benefits from a diverse public and private client base varying
from residential and commercial real estate projects to institutional,
manufacturing, and processing facilities. For more information visit the
Company's website at WWW.KEITHCO.COM.
CERTAIN STATEMENTS IN THIS NEWS RELEASE, INCLUDING, BUT NOT LIMITED TO
FOURTH QUARTER 2001 AND ANNUAL 2002 GUIDANCE, INCLUDE FORWARD-LOOKING STATEMENTS
THAT EXPRESS OUR EXPECTATION, PREDICTION, BELIEF, OR PROJECTION. THESE
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT
MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENT OF THE KEITH COMPANIES
TO BE MATERIALLY AND ADVERSELY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE,
OR ACHIEVEMENT EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. FACTORS
THAT MAY CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS RELEASE AND THAT MAY AFFECT THE COMPANY'S PROSPECTS IN GENERAL
INCLUDE, BUT ARE NOT LIMITED TO: CHANGES IN THE RATE OF ECONOMIC GROWTH IN THE
UNITED STATES AND OTHER MAJOR INTERNATIONAL ECONOMIES, THE DEMAND FOR
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ELECTRICITY AND THE IMPACT ON POWER PROVIDERS' PLANS FOR EXPANDING GENERATION
FACILITIES, INCREASING COMPETITION BY FOREIGN AND DOMESTIC COMPANIES, OUR
ABILITY TO SUSTAIN OUR GROWTH AND PROFITABILITY, A DOWNTURN IN THE REAL ESTATE
MARKET, OUR FAILURE TO ACCURATELY ESTIMATE COSTS ON FIXED-PRICE CONTRACTS OR
CONTRACTS WITH NOT-TO-EXCEED PROVISIONS, THE UNCERTAIN TIMING OF AWARDS AND
CONTRACTS, OUR ABILITY TO IMPLEMENT OUR ACQUISITION STRATEGY AND TO SUCCESSFULLY
INTEGRATE UNIVERSAL ENERGY, INC. AND OTHER ACQUIRED COMPANIES ON A TIMELY AND
COST-EFFECTIVE BASIS, THE ABILITY TO MAINTAIN UNIVERSAL ENERGY, INC.'S AND OTHER
ACQUIRED COMPANIES' PROFIT MARGINS AND/OR CLIENT BASE, OUTCOMES OF PENDING AND
FUTURE LITIGATION, OUR ABILITY TO ATTRACT AND RETAIN EMPLOYEES, THE SHORT- AND
LONG-TERM IMPACT OF TERRORIST ACTIVITIES AND RESULTING POLITICAL AND MILITARY
POLICIES, AND OTHER FACTORS AS ARE DESCRIBED IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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