SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2001
Commission File Number 1-4582
THE PBSJ CORPORATION
THE PBSJ EMPLOYEE PROFIT SHARING AND STOCK OWNERSHIP PLAN AND TRUST
1
The PBSJ Employee Profit Sharing
and Stock Ownership Plan and Trust
Financial Statements and Supplemental Schedule for
The Years Ended December 31, 2001 and 2000
2
Trustees
Chairman Richard A Wickett
Vice Chairman John B. Zumwalt
Members of the Board Todd J. Kenner
Everett M. Owen
Robert J. Paulsen
Thomas D. Pellarin
Becky S. Schaffer
Judith A. Squillante
Plan Administration
Administrator W. Scott DeLoach
Secretary Ana C. Quinones
3
The PBSJ Employee Profit Sharing and
Stock Ownership Plan and Trust
Partners for Profit
The Plan was established to reward employees who helped to create Company
profits for their long and loyal service to PBS&J. The Company recognizes the
contributions made to its successful operation by its employees; consequently,
the Company has been sharing profits with its employees since the Plan was
started 38 years ago. Every employee's job and performance can help create and
build the Company's profit, which in turn benefits each employee. Company profit
builds a stronger PBS&J, with even better job opportunities for our future. A
large part of our Company profit is invested right back into PBS&J to do many
things such as buy new equipment, increase working capital and make other
improvements that help your Company grow. The Plan's primary goal is to
encourage employees to become stronger "Partners for Profit" through the
opportunity to share in what they help to build. That's why the Plan includes an
Employee Stock Ownership feature (ESOP) so that all plan participants can enjoy
the benefits of stock ownership.
Savings for the Future
The Company also recognizes that its employees' financial health translates into
corporate financial strength. In order to provide an incentive for saving funds
for retirement and/or financial protection, the Company matches a percent of
each participant's deferred compensation plus additional discretionary (profit
sharing) contributions it makes to the Plan, The Plan is a qualified defined
contribution Plan (401k Plan); consequently, all employee contributions and
subsequent Plan earnings are exempt from income tax until withdrawn.
Participants can contribute up to 100% of their eligible compensation with a
maximum annual limitation of $11,000 in the year 2002. The tax-deferred
advantages of the Plan enable participants to build savings at a faster rate
than with after-tax savings. The Plan also accepts "roll-overs" from other
qualified plans. The combination of Plan earnings, required employee
contributions, and the Company's matching and discretionary contributions, and
the compounding effect each has on the other, is what will enable our employees
to save for the future, provide financial protection and create future
retirement security.
Diversification of Investments
The Company is also aware of the diversity of its employees' personal needs
regarding the various opportunities, which exist in today's financial arena.
Consequently, the Plan offers participants the ability to match their own levels
of comfort (risk vs. return) with certain types of investment options.
Participants can direct a portion of their account into different funds through
STI Capital Management, N.A. During 2001, the Company selected INVESCO
Retirement, Inc. a subsidiary of AMVESCAP PLC as record keeper and custodian for
the plan effective January 2, 2002. Participants can direct a portion of their
account into sixteen selections and a self directed brokerage option; several
from INVESCO, AIM, and American Funds, single selections from MFS and Neuberger
Berman Funds and a Trustee-directed option - the General Trust Fund. Since each
fund has its own distinct investment objective, policies and strategies, there
is a variety of choices from which participants can select to match their
personal financial goals.
Loans to Participants
The Plan grants loans to requesting Participants not to exceed 50% of their
vested interest or a maximum of $ 50,000 (further limitations may apply
depending on the investment selections). Interest on Plan loans is calculated at
a rate of prime (as published in the Wall Street Journal) plus 1%. Loans are
subject to repayment within five years with the exception of loans used for home
acquisition, which may be extended to ten years. A loan fee of $ 100.00 will
apply to each new loan.
4
Performance Results for Period Ending
December 31, 2001
Fund Name Percentage
PBS&J Company Stock 32.5%
Trustee Directed Investments (GTF) -13.4%
AIM Constellation Fund (Class A) -23.6%
AIM Balanced (Class A) -11.3%
Fidelity Advisor Equity Growth Fund (Class T) -18.2%
Franklin Small Cap Growth Fund (Class A) -20.3%
Janus Adviser Worldwide Growth Fund -21.1%
Janus Adviser Growth Fund -23.2%
Putnam International Growth Fund (Class A) -19.8%
Putnam New Opportunities Fund (Class A) -30.1%
Putnam Investors Fund (Class A) -24.8%
Putnam for Growth & Income (Class A) -6.4%
George Putnam of Boston (Class A) 0.5%
STI Classic International Equity Index Fund (T) -23.5%
STI Classic International Equity Fund (T) -17.7%
STI Classic Small Cap Growth Stock Fund (T) -0.8%
STI Classic Small Cap Value Equity Fund (T) 21.2%
STI Classic Mid-Cap Equity Fund (T) 2.4%
STI Classic Capital Appreciation Fund (T) -6.5%
STI Classic Value Income Stock Fund (T) -1.0%
STI Classic Balanced Fund (T) 0.2%
STI Classic Investment Grade Bond (T) 9.1%
Sun Trust Employee Benefit Stable Asset Fund 5.5%
STI Classic Prime Quality Money Market Fund 3.7%
Vanguard 500 Index -12.0%
COMPARATIVE INDICES:
S & P 500 Stock Index (w/divs) -11.9%
Dow Jones (w/divs) -5.4%
NASDAQ Composite -21.1%
Source: Morningstar and STI Capital Management N.A.
Investment results reflect past performance and are not indicative of future
performance.
Performance results listed above are net of fees, except those of the SunTrust
Employee Benefit Stable Asset Fund.
5
Report of Independent Certified Public Accountants
[LETTERHEAD OF PRICEWATERHOUSECOOPERS]
To the Trustees of
The PBSJ Employee Profit Sharing and Stock Ownership Plan and Trust:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of the PBSJ Employee Profit Sharing and Stock Ownership Plan and Trust
(the "Plan") at December 31, 2001 and 2000, and the changes in net assets
available for benefits for the year ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan'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
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year), reportable transactions and non-exempt transactions are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management.
The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
June 11, 2002
6
The PBSJ Employee Profit Sharing and
Stock Ownership Plan And Trust
Statements of Net Assets Available for Plan Benefits December 31, 2001 and 2000
Assets
2001 2000
Trustee-Directed Investments (Note 6) 45,776,348 35,073,197
Participant-Directed Investments 77,651,045 73,848,749
------------- -----------
$ 123,427,393 $108,921,946
============= ============
Liabilities and Net Assets Available For Plan Benefits
Liabilities $ 3,004 $ 6,291
Net assets available for Plan benefits 123,424,389 108,915,655
------------- ------------
$ 123,427,393 $108,921,946
============= ============
The accompanying notes are an integral part of these financial statements.
7
The PBSJ Employee Profit Sharing and
Stock Ownership Plan And Trust
Statements of Changes in Net Assets Available for Plan Benefits for the Year
Ended December 31, 2001
Additions
Employee contributions $ 10,868,190
Employer contributions 4,000,000
Net appreciation in fair value of PBS&J common stocks 16,941,642
Interest and dividend income 183,456
Rental income 73,916
Increase in cash surrender value of life insurance 13,811
-------------
Total Additions 32,632,408
=============
Deductions
Benefit payments 10,751,080
Net depreciation in fair value of mutual funds 7,347,551
Insurance premiums, net of dividends 17,239
General and administrative expenses 7,804
-------------
Total Deductions 18,123,674
=============
Net Increase 14,508,734
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 108,915,655
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR $ 123,424,389
The accompanying notes are an integral part of these financial statements.
8
Notes to Financial Statements
1. Plan Description 2001
The following description of The PBSJ Employee Profit Sharing and Stock
Ownership Plan & Trust (the "Plan") is provided for general informational
purposes only. More complete information is contained in the Plan document,
which is available to all participants upon request.
A. General
The Plan (originally created in 1963) is a qualified plan under Section 401(k)
of the Internal Revenue Code and is classified as a defined contribution plan
(profit sharing plan). The Plan is also subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). The primary purpose of
the Plan is to provide employees of The PBSJ Corporation and substantially all
of its subsidiaries (the "Employer/Company"), with financial benefits upon
retirement. In addition, the Plan provides a vehicle for regular savings,
profit-sharing, dollar-averaging and diversification of investments. All
employees are eligible to participate in the Plan on their date of hire.
B. Contributions
Participants must contribute annually a minimum of 2% of eligible compensation,
as defined in the Plan, not to exceed the lesser of 19% of eligible compensation
or $10,500. Participants may also contribute amounts representing distributions
from other qualified retirement plans. The Employer's matching contribution is
equal to 50% of the first 6% contributed by each participant. Discretionary
amounts can be contributed by the Employer in Company stock or cash. The
Employer made cash discretionary contributions in 2001 and 2000.
C. Participant Accounts and Forfeitures
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contribution and (b) a pro rata portion of Plan
income and expense. Allocations are based on participants' account balances as
defined in the Plan. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account. Forfeitures
of the non-vested portion of the participants' accounts related to the Company's
contributions are allocated to the remaining participants based on their
respective ownership interests in the Plan. Forfeitures allocated to the
remaining participants amounted to approximately $175,346 for the year ended
December 31, 2001.
D. Vesting
Participants are immediately vested 100% in their contributions, plus actual
earnings thereon. Vesting in the Employer's matching and discretionary (profit
sharing) contribution portion of their account, plus actual earnings thereon, is
based on years of service. Vesting occurs at the rate of 10% per year during
the first four years of service; then at 20% per year for the next three years.
A participant is 100% vested after seven years of credited service.
E. Benefits
On termination of service, a participant is eligible to receive an amount equal
to the value of their vested interest as either a lump-sum distribution or a
direct roll-over payment to another qualified retirement plan and/or a
traditional individual retirement arrangement (IRA) rollover account.
F. Plan Conversion
During 2001,the Company elected to transfer all assets of the plan to INVESCO
Retirement, Inc., the new record keeper and custodian, effective January 2,
2002. Pursuant to this transfer, all mutual fund holdings were liquidated on
December 31, 2001 and are being presented as non-interest bearing cash in the
financial statements. On January 2, 2002, the new Custodian used the proceeds
from this liquidation to purchase new mutual funds with similar investments
characteristics to those previously held.
G. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of ERISA and the
Internal Revenue Code. In the event of Plan termination, all participants will
become 100 percent vested in their accounts.
9
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
A. Basis of Presentation
The financial statements of the Plan are prepared under the accrual method of
accounting.
B. Investment Value and Income Recognition
Investments in mutual funds are valued at quoted market prices which represent
the net asset value of shares held by the Plan at year end. The investment in
The PBSJ Corporation common stock is valued based on an Independent Fair Market
Value appraisal at September 30, 2001, as prepared in accordance with the
Corporation's By-Laws. Real estate is carried at its fair value as determined
by annual independent appraisals. Mortgage notes and participants' loans
receivable are carried at outstanding principal amount plus accrued interest,
which approximates fair value.
Purchases and sales of investments are recorded on a trade date basis. Interest
income is recorded as earned on an accrual basis. Dividends are recorded on the
ex-dividend date.
The Plan presents, in the statement of changes in net assets available for Plan
benefits, the net appreciation/depreciation in the fair value of its investments
which consists of the realized gain or losses and the unrealized appreciation/
depreciation on those investments.
The Plan provides for various investment options in any combination of mutual
funds. Investment securities are exposed to various risks, such as interest
rate, market and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the
value of investment securities, it is at least reasonably possible that changes
in risks in the near term would materially affect participants' account balances
and the amounts reported in the statement of net assets available for Plan
benefits and the statement of changes in net assets available for Plan benefits.
C. Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to
utilize 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 changes in net assets during the reporting
period. In the determination of all significant estimates related to the Plan's
assets, management places reliance on independent quotations and third party
appraisals. Actual results could differ from those estimates.
D. Tax Status
On August 20, 1996, the Company received from the Internal Revenue Service a
favorable letter of determination with respect to the 1994 restatement of the
Plan Document, resulting in a continuation of its tax-exempt status in
accordance with the applicable requirements of the Internal Revenue Code (IRC).
E. Participants' Loans Receivable
Participant loans are granted up to 50% of a participant's vested account
balance. This maximum may be lowered at the discretion of the Trustees. The
loans are collateralized by the balance in the participant's account and
interest is calculated daily at a rate of 1% over the commercial prime rate
(5.75% and 9.5% as of December 31, 2001 and December 31,2000, respectively).
Participant loans are subject to repayment within five years with the exception
of loans used to acquire a personal residence. Such loans may extend to a term
of not more than ten years. Principal and interest is paid ratably through
semi-monthly payroll deductions.
F. Payment of Benefits
Benefits are recorded when paid.
G. Administrative Expenses
The Company may charge the Plan for administrative expenses incurred on behalf
of the Plan. A portion of the cost of administration was paid by the Plan during
2001 and 2000.
10
Notes to Financial Statements (continued)
3. Stocks and Mutual Funds
Investments making up more than 5% of net assets available for Plan Benefits are
as follows:
Fair Value
2001 2000
The PBSJ Corporation Common Stock $58,792,715 $51,219,212
The Vanguard Group
500 Index * 9,527,386
Putnam Investment Management, Inc.
Investors * 6,788,826
New Opportunities * 5,994,738
Cash (interest bearing investment) 10,464,719 *
Cash (non-interest bearing investment) 47,149,700 *
During 2001, departing participants elected to sell 71,500 and 104,130 Company
shares (PBSJ Corp. stock) at $10.72 and $14.20 per share, respectively. During
2000, departing participants elected to sell 30,315 and 24,190 Company shares at
$39.10 and $53.60 per share, respectively.
*Investments do not represent 5% or more of net assets available for Plan
benefits at December 31, 2001 or December 31, 2000.
4. Mortgage Note Receivable
Mortgage note receivable consists of the following:
2001 2000
SES Group - Granada Associates, Ltd. (a Florida Limited
Partnership), mortgage bond collateralized by property
(subordinated to first mortgage financing), the note
includes 14% interest of which 10% is due bimonthly and
4% is deferred until January 31, 2003 or upon
refinancing/sale of underlying property, principal
payment of $3,000 due bimonthly and a balloon payment
of $517,500 is due at January 31, 2003. $540,000 $554,000
======== ========
5. Real Estate
Real estate is summarized as follows:
Appraised Value Cost
2001 2000
Jack-in-the-Box investment $600,000 $415,800 $210,000
Fort Myers parking lot - 145,800 55,613
-------- --------- ---------
$600,000 $561,600 $265,613
======== ========= =========
Jack-in-the-Box Investment
The Plan owns land and a building located in Alvin, Texas. The building is
currently under a five year net lease to Ralston Purina Company which expires
January 31, 2004. Foodmaker, a subsidiary of Ralston Purina Company, operates a
fast-food restaurant on the premises. Annual lease payments total $14,850 plus
additional percentage rentals should gross sales exceed a certain amount. During
2001, the Plan received additional percentage rentals of $50,498.
Fort Myers Parking Lot
The Plan sold a one-acre lot in Fort Myers, Florida on May 18/th/, 2001 for
$144,147. Rental income was $8,568 during 2001.
11
Notes to Financial Statements (continued)
6. Trustee-Directed Investments
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
December 31,
2001 2000
Trustee-Directed Investments:
Common stock (PBSJ Corp.) $13,898,847 $ 9,324,059
Mutual funds1 - 15,997,264
Participants' loans receivable 4,915,493 3,511,007
Real Estate at appraised value 600,000 561,600
Mortgage note receivable 540,000 554,000
Cash (interest bearing investment) 10,464,719 5,003,775
Cash (non-interest bearing investment) 14,754,541 --
Other receivables 602,748 121,492
---------------------------
Total Trustee-Directed Investments $45,776,348 $ 35,073,197
===========================
December 31, 2001
Changes in net assets attributable to Trustee-Directed Investments
Employee contributions $ 5,745,551
Employer contributions 4,000,000
Net appreciation in fair value of PBS&J common stocks 3,618,984
Interest and dividend income 551,393
Rental income 73,916
Net depreciation in fair value of mutual funds (3,806,592)
Net depreciation in fair value of real estate 183,456
Benefits paid to participants (4,933,647)
General and administrative expenses (7,804)
Transfers to participant-directed accounts 5,277,894
-------------
Total Changes in Trustee-Directed Investments $ 10,703,151
=============
7. Inactive Participants
Vested benefits of participants who had terminated plan participation as of
December 31, 2001, who had not yet been paid these benefits as of the end of the
Plan year amounted to $15,093,090.
12
The PBSJ Employee Profit Sharing and
Stock Ownership Plan And Trust
Schedule of Assets (Held At End of Year)
(a) (b) Identity of Issuer (c) Description of Investment Including Maturity Date (d) Cost (e) Current Value
Rate of Interest, Collateral, Par of Maturity Value
Trustee Directed
* The PBSJ Corporation Common Stock
ESOP Stock 978,792.0483 Shares $6,587,417 $ 13,898,847
* Participants' loans receivable
Participants, various amounts and maturities, 1% over 4,915,493 4,915,493
Commercial prime rate (5.75% as of 12-31-01)
Real Estate
Jack-in-the-Box Building under lease; monthly lease payment of $ 210,000 $ 600,000
$1,238
Mortgage Note Receivable
SES Group - Granada
Associates, Ltd.
(a Florida Limited Partnership) Interest at 14% due in bi-monthly installments, with 540,000 540 000
Payment of principal plus a pro rata share of
Appreciated Value upon sale of the property,
collateralized by real Property, and matures on
01-31-03
Interest-bearing cash account
SunTrust Corporate Cash Management Account 10,464,719 10,464,719
Non-interest bearing cash 14,754,541 14,754,541
-------------------------
Total Investment Assets 37,472,170 45,173,600
-------------------------
Other Receivables 602,748 602,748
-------------------------
Total Trustee-Directed Investment Assets 37,989,871 45,776,348
-------------------------
Participant-Directed
* The PBSJ Corporation Common Stock
Employee-Directed 3,161,540 Shares ** $ 44,893,868
------------
Annuities
The National Western Life Ins. Co. Participants, numerous annuities ** 46,925
------------
Cash Surrender value of life insurance
Anchor National Life Insurance Co. Participants, numerous insurance policies ** 7,050
The Pacific Ins. Co. Participants, numerous insurance policies ** 308,043
------------
Total Cash Surrender Value of Life Insurance ** 315,093
------------
Non-interest bearing cash ** 32,395,159
------------
Total Participant-Directed Investment Assets ** 77,651,045
------------
Total Assets $123,427,393
============
*Party-in-Interest to the Plan
** Cost omitted for participant directed investments.
13
The PBSJ Employee Profit Sharing and
Stock Ownership Plan And Trust
Schedule of Reportable Transactions * for the Year Ended December 31, 2001
a) Identity of (b) Description (c) Purchase (d) Selling (e) Lease (f) Expense incurred (g) Cost of (h) Value of (i) Net
Party of Asset Price Price Rental with Transaction Asset Asset +/-
Putnam Investment New
Opportunities ------ 2,230,202 ------ ------ 5,199,112 ------ (959,999)
Putnam Investment Investor Fund ------ 3,329,896 ------ ------ 5,143,081 ------ (1,098,433)
Putnam Investment International
Growth ------ 1,820,307 ------ ------- 2,834,819 ------ (449,107)
Vanguard Investments 500 Index Fund 2,563,870 5,617,897 ------ ------- 6,824,813 ------ (715,856)
*Transaction (or a series of transactions during the year ended December 31,
2001 involving an amount in excess of 5% of Plan value at the beginning of Plan
year.
Schedule of Non-exempt Transactions * for the Year Ended December 31, 2001
(a) Identity (b) Relationship (c) Description of (d) Purchase (e) Selling (f) Interest/ (g) Expense (h) Cost
of Party to Plan Transaction Price Price Rental Incurred of
with Asset
Transaction
The PBSJ Company/ The Plan owns $15,501,463 ---- ----- ----- $15,501,463
Corporation Employer 4,140,332.0483
shares of
common stock of
the company.
The PBSJ Company/ The Plan leased a 55,613 ---- $1,617 ----- -----
Corporation Employer portion of the
property known as
the Fort Myers
parking lot to the
employer under an
annual lease.
Employees of Participants The Plan is owed 4,915,493 ---- *** ---- ----
Participating $4,915,493 by
Employers participants in
various amounts
and maturities at
1% over the
commercial
prime rate.
(a) Identity (i) Value (j) Net Gain
of Party of (or loss)
Asset
The PBSJ $58,792,715 ----
Corporation
The PBSJ ** ----
Corporation
Employees of 4,915,493 ----
Participating
Employers
* Transactions involving plan assets and a party known to be a party-in-
interest.
** The property was sold on May 18, 2001
*** Principal and interest due monthly in varying installments (interest of
$303,744 in 2001).
14
Pursuant to the requirements of the Securities Exchange Act of 1934, The PBSJ
Employee Profit Sharing and Stock Ownership Plan and Trust has duly caused this
annual report to be signed on its behalf by the undersigned, thereunto duly
authorized.
The PBSJ Employee Profit Sharing and Stock Ownership Plan and Trust
By: /s/ Richard A. Wickett
----------------------
Richard A. Wickett
Chairman
June 21, 2002
EXHIBIT INDEX
Exhibits
- --------
23 Consent of Independent Accountants
(provided electronically)