falsedesktopJ2021-01-01000005298821000016{"tbl_sim": "https://q10k.com/tbl-sim", "search": "https://q10k.com/search"}{"q10k_tbl_0": "Delaware\t\t\t\t95-4081636\n(State or other jurisdiction of incorporation or organization)\t\t\t\t(I.R.S. Employer Identification Number)\n1999 Bryan Street\tSuite 1200\tDallas\tTexas\t75201\n(Address of principal executive offices)\t\t\t\t(Zip Code)\n", "q10k_tbl_1": "Large accelerated filer\t☒\tAccelerated filer\t☐\nNon-accelerated filer\t☐\tSmaller reporting company\t☐\nEmerging growth company\t☐\t\t\n", "q10k_tbl_2": "\t\t\tPage No.\nPART I\tFINANCIAL INFORMATION\t\t\n\tItem 1.\tFinancial Statements\t3\n\t\tConsolidated Balance Sheets - Unaudited\t4\n\t\tConsolidated Statements of Earnings - Unaudited\t5\n\t\tConsolidated Statements of Comprehensive Income - Unaudited\t6\n\t\tConsolidated Statements of Stockholders' Equity - Unaudited\t7\n\t\tConsolidated Statements of Cash Flows - Unaudited\t8\n\t\tNotes to Consolidated Financial Statements - Unaudited\t9\n\tItem 2.\tManagement's Discussion and Analysis of Financial Condition and Results of Operations\t31\n\tItem 3.\tQuantitative and Qualitative Disclosures About Market Risk\t46\n\tItem 4.\tControls and Procedures\t46\nPART II\tOTHER INFORMATION\t\t\n\tItem 1.\tLegal Proceedings\t48\n\tItem 1A.\tRisk Factors\t48\n\tItem 2.\tUnregistered Sales of Equity Securities and Use of Proceeds\t48\n\tItem 3.\tDefaults Upon Senior Securities\t49\n\tItem 4.\tMine Safety Disclosures\t49\n\tItem 5.\tOther Information\t49\n\tItem 6.\tExhibits\t50\n\t\tSIGNATURES\t51\n", "q10k_tbl_3": "\tJanuary 1 2021\tOctober 2 2020\nASSETS\t\t\nCurrent Assets:\t\t\nCash and cash equivalents\t837012\t862424\nReceivables and contract assets\t3265260\t3167310\nPrepaid expenses and other\t144224\t162355\nInvestment in equity securities\t540357\t347510\nTotal current assets\t4786853\t4539599\nProperty Equipment and Improvements net\t318042\t319371\nOther Noncurrent Assets:\t\t\nGoodwill\t5808484\t5639091\nIntangibles net\t715641\t658340\nDeferred income tax assets\t158491\t211047\nOperating lease right-of-use assets\t582985\t576915\nMiscellaneous\t397129\t409990\nTotal other noncurrent assets\t7662730\t7495383\n\t12767625\t12354353\nLIABILITIES AND STOCKHOLDERS' EQUITY\t\t\nCurrent Liabilities:\t\t\nAccounts payable\t999483\t1061754\nAccrued liabilities\t1193818\t1249883\nOperating lease liability\t164639\t164312\nContract liabilities\t530757\t465648\nTotal current liabilities\t2888697\t2941597\nLong-term Debt\t1797069\t1676941\nLiabilities relating to defined benefit pension and retirement plans\t578417\t568176\nDeferred income tax liabilities\t9286\t3366\nLong-term operating lease liability\t735337\t735202\nOther deferred liabilities\t615452\t573404\nCommitments and Contingencies\t\t\nStockholders' Equity:\t\t\nCapital stock:\t\t\nPreferred stock $1 par value authorized - 1000000 shares; issued and outstanding - none\t0\t0\nCommon stock $1 par value authorized - 240000000 shares; issued and outstanding 130035258 shares and 129747783 shares as of January 1 2021 and October 2 2020 respectively\t130035\t129748\nAdditional paid-in capital\t2597586\t2598446\nRetained earnings\t4249408\t4020575\nAccumulated other comprehensive loss\t(877539)\t(933057)\nTotal Jacobs stockholders' equity\t6099490\t5815712\nNoncontrolling interests\t43877\t39955\nTotal Group stockholders' equity\t6143367\t5855667\n\t12767625\t12354353\n", "q10k_tbl_4": "\tFor the Three Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\t\t\t\t\t\t\nRevenues\t3381836\t3360049\t\t\t\t\t\t\t\t\t\t\t\t\nDirect cost of contracts\t(2749776)\t(2715478)\t\t\t\t\t\t\t\t\t\t\t\t\nGross profit\t632060\t644571\t\t\t\t\t\t\t\t\t\t\t\t\nSelling general and administrative expenses\t(418120)\t(493226)\t\t\t\t\t\t\t\t\t\t\t\t\nOperating Profit\t213940\t151345\t\t\t\t\t\t\t\t\t\t\t\t\nOther Income (Expense):\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nInterest income\t1124\t946\t\t\t\t\t\t\t\t\t\t\t\t\nInterest expense\t(17313)\t(14817)\t\t\t\t\t\t\t\t\t\t\t\t\nMiscellaneous income (expense) net\t156360\t116695\t\t\t\t\t\t\t\t\t\t\t\t\nTotal other income (expense) net\t140171\t102824\t\t\t\t\t\t\t\t\t\t\t\t\nEarnings from Continuing Operations Before Taxes\t354111\t254169\t\t\t\t\t\t\t\t\t\t\t\t\nIncome Tax Expense from Continuing Operations\t(87023)\t(68489)\t\t\t\t\t\t\t\t\t\t\t\t\nNet Earnings of the Group from Continuing Operations\t267088\t185680\t\t\t\t\t\t\t\t\t\t\t\t\nNet (Loss) Earnings of the Group from Discontinued Operations\t(14)\t77587\t\t\t\t\t\t\t\t\t\t\t\t\nNet Earnings of the Group\t267074\t263267\t\t\t\t\t\t\t\t\t\t\t\t\nNet Earnings Attributable to Noncontrolling Interests from Continuing Operations\t(10026)\t(6257)\t\t\t\t\t\t\t\t\t\t\t\t\nNet Earnings Attributable to Jacobs from Continuing Operations\t257062\t179423\t\t\t\t\t\t\t\t\t\t\t\t\nNet Earnings Attributable to Jacobs\t257048\t257010\t\t\t\t\t\t\t\t\t\t\t\t\nNet Earnings Per Share:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nBasic Net Earnings from Continuing Operations Per Share\t1.98\t1.35\t\t\t\t\t\t\t\t\t\t\t\t\nBasic Net Earnings from Discontinued Operations Per Share\t0\t0.58\t\t\t\t\t\t\t\t\t\t\t\t\nBasic Earnings Per Share\t1.98\t1.93\t\t\t\t\t\t\t\t\t\t\t\t\nDiluted Net Earnings from Continuing Operations Per Share\t1.96\t1.33\t\t\t\t\t\t\t\t\t\t\t\t\nDiluted Net Earnings from Discontinued Operations Per Share\t0\t0.58\t\t\t\t\t\t\t\t\t\t\t\t\nDiluted Earnings Per Share\t1.96\t1.91\t\t\t\t\t\t\t\t\t\t\t\t\n", "q10k_tbl_5": "\tFor the Three Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\t\t\t\t\t\t\nNet Earnings of the Group\t267074\t263267\t\t\t\t\t\t\t\t\t\t\t\t\nOther Comprehensive Income:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nForeign currency translation adjustment\t86338\t52297\t\t\t\t\t\t\t\t\t\t\t\t\nGain on cash flow hedges\t3583\t18\t\t\t\t\t\t\t\t\t\t\t\t\nChange in pension and retiree medical plan liabilities\t(19353)\t(16251)\t\t\t\t\t\t\t\t\t\t\t\t\nOther comprehensive income before taxes\t70568\t36064\t\t\t\t\t\t\t\t\t\t\t\t\nIncome Tax (Expense) Benefit:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nForeign currency translation adjustment\t(14445)\t0\t\t\t\t\t\t\t\t\t\t\t\t\nCash flow hedges\t221\t0\t\t\t\t\t\t\t\t\t\t\t\t\nChange in pension and retiree medical plan liabilities\t(826)\t582\t\t\t\t\t\t\t\t\t\t\t\t\nIncome Tax (Expense) Benefit:\t(15050)\t582\t\t\t\t\t\t\t\t\t\t\t\t\nNet other comprehensive income\t55518\t36646\t\t\t\t\t\t\t\t\t\t\t\t\nNet Comprehensive Income of the Group\t322592\t299913\t\t\t\t\t\t\t\t\t\t\t\t\nNet Earnings Attributable to Noncontrolling Interests\t(10026)\t(6257)\t\t\t\t\t\t\t\t\t\t\t\t\nNet Comprehensive Income Attributable to Jacobs\t312566\t293656\t\t\t\t\t\t\t\t\t\t\t\t\n", "q10k_tbl_6": "\tCommon Stock\tAdditional Paid-in Capital\tRetained Earnings\tAccumulated Other Comprehensive Income (Loss)\tTotal Jacobs Stockholders' Equity\tNoncontrolling Interests\tTotal Group Stockholders' Equity\nBalances at September 27 2019\t132879\t2559450\t3939174\t(916812)\t5714691\t53967\t5768658\nNet earnings\t0\t0\t257010\t0\t257010\t6257\t263267\nForeign currency translation adjustments\t0\t0\t0\t52297\t52297\t0\t52297\nPension and retiree medical plan liability net of deferred taxes of $582\t0\t0\t0\t(15669)\t(15669)\t0\t(15669)\nGain on derivatives net of deferred taxes of $-\t0\t0\t0\t18\t18\t0\t18\nDividends\t0\t0\t(68)\t0\t(68)\t0\t(68)\nNoncontrolling interests - distributions and other\t0\t0\t0\t0\t0\t(2478)\t(2478)\nStock based compensation\t0\t13200\t1079\t0\t14279\t0\t14279\nIssuances of equity securities including shares withheld for taxes\t474\t(10115)\t(8492)\t0\t(18133)\t0\t(18133)\nRepurchases of equity securities\t(352)\t43230\t(42878)\t0\t0\t0\t0\nBalances at December 27 2019\t133001\t2605765\t4145825\t(880166)\t6004425\t57746\t6062171\nBalances at October 2 2020\t129748\t2598446\t4020575\t(933057)\t5815712\t39955\t5855667\nNet earnings\t0\t0\t257048\t0\t257048\t10026\t267074\nForeign currency translation adjustments net of deferred taxes of $14445\t0\t0\t0\t71893\t71893\t0\t71893\nPension liability net of deferred taxes of $826\t0\t0\t0\t(20179)\t(20179)\t0\t(20179)\nGain on derivatives net of deferred taxes of $(221)\t0\t0\t0\t3804\t3804\t0\t3804\nDividends\t0\t0\t(34)\t0\t(34)\t0\t(34)\nNoncontrolling interests - distributions and other\t0\t0\t0\t0\t0\t(6104)\t(6104)\nStock based compensation\t0\t11841\t0\t0\t11841\t0\t11841\nIssuances of equity securities including shares withheld for taxes\t538\t(7674)\t(8658)\t0\t(15794)\t0\t(15794)\nRepurchases of equity securities\t(251)\t(5027)\t(19523)\t0\t(24801)\t0\t(24801)\nBalances at January 1 2021\t130035\t2597586\t4249408\t(877539)\t6099490\t43877\t6143367\n", "q10k_tbl_7": "\tFor the Three Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\nCash Flows from Operating Activities:\t\t\nNet earnings attributable to the Group\t267074\t263267\nAdjustments to reconcile net earnings to net cash flows provided by (used for) operations:\t\t\nDepreciation and amortization:\t\t\nProperty equipment and improvements\t22989\t22152\nIntangible assets\t23155\t21845\nGain on sale of ECR business\t0\t(61943)\nGain on investment in equity securities\t(190368)\t(105319)\nStock based compensation\t11841\t14279\nEquity in earnings of operating ventures net of return on capital distributions\t1159\t(715)\n(Gain) Loss on disposals of assets net\t(134)\t36\nImpairment of equity method investment\t27902\t0\nLoss on pension and retiree medical plan changes\t0\t2651\nDeferred income taxes\t53008\t102487\nChanges in assets and liabilities excluding the effects of businesses acquired:\t\t\nReceivables and contract assets net of contract liabilities\t33250\t(96075)\nPrepaid expenses and other current assets\t25144\t(4152)\nMiscellaneous other assets\t16564\t34634\nAccounts payable\t(63985)\t(35380)\nAccrued liabilities\t(131576)\t(236090)\nOther deferred liabilities\t16491\t(60562)\nOther net\t104\t1699\nNet cash provided by (used for) operating activities\t112618\t(137186)\nCash Flows from Investing Activities:\t\t\nAdditions to property and equipment\t(16766)\t(22260)\nCapital contributions to equity investees net of return of capital distributions\t(3430)\t(12000)\nAcquisitions of businesses net of cash acquired\t(173012)\t0\nNet cash used for investing activities\t(193208)\t(34260)\nCash Flows from Financing Activities:\t\t\nProceeds from long-term borrowings\t603500\t841544\nRepayments of long-term borrowings\t(500827)\t(631000)\nProceeds from short-term borrowings\t0\t78\nRepayments of short-term borrowings\t(7675)\t(6)\nProceeds from issuances of common stock\t9541\t6201\nCommon stock repurchases\t(24801)\t0\nTaxes paid on vested restricted stock\t(25335)\t(24334)\nCash dividends including to noncontrolling interests\t(35718)\t(25618)\nNet cash provided by financing activities\t18685\t166865\nEffect of Exchange Rate Changes\t36493\t(7275)\nNet Decrease in Cash and Cash Equivalents\t(25412)\t(11856)\nCash and Cash Equivalents at the Beginning of the Period\t862424\t631068\nCash and Cash Equivalents at the End of the Period\t837012\t619212\n", "q10k_tbl_8": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\nRevenues:\t\t\t\t\t\t\t\t\nUnited States\t2457041\t2532716\t\t\t\t\t\t\nEurope\t639315\t551272\t\t\t\t\t\t\nCanada\t55627\t55396\t\t\t\t\t\t\nAsia\t27405\t30440\t\t\t\t\t\t\nIndia\t14548\t5980\t\t\t\t\t\t\nAustralia and New Zealand\t137408\t129194\t\t\t\t\t\t\nMiddle East and Africa\t50492\t55051\t\t\t\t\t\t\nTotal\t3381836\t3360049\t\t\t\t\t\t\n", "q10k_tbl_9": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\t\t\t\t\t\t\nNumerator for Basic and Diluted EPS:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nNet earnings attributable to Jacobs from continuing operations\t257062\t179423\t\t\t\t\t\t\t\t\t\t\t\t\nNet earnings from continuing operations allocated to participating securities\t0\t(92)\t\t\t\t\t\t\t\t\t\t\t\t\nNet earnings from continuing operations allocated to common stock for EPS calculation\t257062\t179331\t\t\t\t\t\t\t\t\t\t\t\t\nNet earnings attributable to Jacobs from discontinued operations\t(14)\t77587\t\t\t\t\t\t\t\t\t\t\t\t\nNet earnings from discontinued operations allocated to participating securities\t0\t(40)\t\t\t\t\t\t\t\t\t\t\t\t\nNet earnings from discontinued operations allocated to common stock for EPS calculation\t(14)\t77547\t\t\t\t\t\t\t\t\t\t\t\t\nNet earnings allocated to common stock for EPS calculation\t257048\t256878\t\t\t\t\t\t\t\t\t\t\t\t\nDenominator for Basic and Diluted EPS:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nWeighted average basic shares\t129968\t133202\t\t\t\t\t\t\t\t\t\t\t\t\nShares allocated to participating securities\t0\t(68)\t\t\t\t\t\t\t\t\t\t\t\t\nShares used for calculating basic EPS attributable to common stock\t129968\t133134\t\t\t\t\t\t\t\t\t\t\t\t\nEffect of dilutive securities:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nStock compensation plans\t1182\t1484\t\t\t\t\t\t\t\t\t\t\t\t\nShares used for calculating diluted EPS attributable to common stock\t131150\t134618\t\t\t\t\t\t\t\t\t\t\t\t\nNet Earnings Per Share:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nBasic Net Earnings from Continuing Operations Per Share\t1.98\t1.35\t\t\t\t\t\t\t\t\t\t\t\t\nBasic Net Earnings from Discontinued Operations Per Share\t0\t0.58\t\t\t\t\t\t\t\t\t\t\t\t\nBasic Earnings Per Share\t1.98\t1.93\t\t\t\t\t\t\t\t\t\t\t\t\nDiluted Net Earnings from Continuing Operations Per Share\t1.96\t1.33\t\t\t\t\t\t\t\t\t\t\t\t\nDiluted Net Earnings from Discontinued Operations Per Share\t0\t0.58\t\t\t\t\t\t\t\t\t\t\t\t\nDiluted Earnings Per Share\t1.96\t1.91\t\t\t\t\t\t\t\t\t\t\t\t\n", "q10k_tbl_10": "Amount Authorized (2019 and 2020 Repurchase Authorizations)\tAverage Price Per Share (1)\tShares Repurchased\tTotal Shares Retired\n2000000000\t98.81\t251001\t251001\n", "q10k_tbl_11": "Declaration Date\tRecord Date\tPayment Date\tCash Amount (per share)\nSeptember 17 2020\tOctober 2 2020\tOctober 30 2020\t0.19\nJuly 9 2020\tJuly 24 2020\tAugust 21 2020\t0.19\nMay 5 2020\tMay 20 2020\tJune 17 2020\t0.19\nJanuary 16 2020\tJanuary 31 2020\tFebruary 28 2020\t0.19\nSeptember 19 2019\tOctober 4 2019\tNovember 1 2019\t0.17\n", "q10k_tbl_12": "\tCritical Mission Solutions\tPeople & Places Solutions\tTotal\nBalance October 2 2020\t2409081\t3230010\t5639091\nAcquired\t139550\t0\t139550\nForeign Exchange Impact\t12379\t17170\t29549\nPost-Acquisition Adjustments\t294\t0\t294\nBalance January 1 2021\t2561304\t3247180\t5808484\n", "q10k_tbl_13": "\tCustomer Relationships Contracts and Backlog\tDeveloped Technology\tTrade Names\tTotal\nBalances October 2 2020\t614045\t43572\t723\t658340\nAmortization\t(22063)\t(985)\t(107)\t(23155)\nAcquired\t71000\t0\t0\t71000\nForeign currency translation\t9112\t339\t5\t9456\nBalances January 1 2021\t672094\t42926\t621\t715641\n", "q10k_tbl_14": "Fiscal Year\t(in millions)\n2021\t75.4\n2022\t98.8\n2023\t98.6\n2024\t98.6\n2025\t98.2\nThereafter\t246.0\nTotal\t715.6\n", "q10k_tbl_15": "\tJanuary 1 2021\tOctober 2 2020\nComponents of receivables and contract assets:\t\t\nAmounts billed net\t1384558\t1294204\nUnbilled receivables and other\t1439632\t1449184\nContract assets\t441070\t423922\nTotal receivables and contract assets net\t3265260\t3167310\nOther information about receivables:\t\t\nAmounts due from the United States federal government included above net of advanced billings\t637937\t600207\n", "q10k_tbl_16": "\tChange in Pension Liabilities\tForeign Currency Translation Adjustment\tGain/(Loss) on Cash Flow Hedges\tTotal\nBalance at October 2 2020\t(498726)\t(419715)\t(14616)\t(933057)\nOther comprehensive income (loss)\t(20179)\t71893\t1968\t53682\nReclassifications from accumulated other comprehensive income (loss)\t0\t0\t1836\t1836\nBalance at January 1 2021\t(518905)\t(347822)\t(10812)\t(877539)\n", "q10k_tbl_17": "The Company's effective tax rates from continuing operations for the three months ended January 1 2021 and December 27 2019 were 24.6% and 27.0% respectively. The Company's effective tax rate from continuing operations for the three months ended January 1 2021 was lower than the corresponding rate in the prior period primarily due to one-time income tax charges associated with partnership interest basis differences generated during the quarter ending December 27 2019. For the three months ended January 1 2021 the effective tax rate was impacted by a $1.4 million benefit from an Internal Revenue Code section 179D energy credit a $2.2 million excess tax benefit attributable to stock compensation and a $5.0 million benefit related to a change in the Company's assertion about indefinite reinvestment of certain foreign unremitted earnings in Canada. The Company is continuing to accrue taxes related to all other foreign earnings.\nSee Note 16- Sale of Energy Chemicals and Resources (\"ECR\") Business for further information on the Company's discontinued operations reporting for the sale of the ECR business.\nThe amount of income taxes the Company pays is subject to ongoing audits by tax jurisdictions around the world. In the normal course of business the Company is subject to examination by tax authorities throughout the world including such major jurisdictions as Australia Canada India the Netherlands the United Kingdom and the United States. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks facts and circumstances existing at the time. The Company believes that it has adequately provided for reasonably foreseeable outcomes related to these matters. However future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved which may impact our effective tax rate.\n", "q10k_tbl_18": "\tInterest Rate\tMaturity\tJanuary 1 2021\tOctober 2 2020\nRevolving Credit Facility\tLIBOR + applicable margin (1)\tMarch 2024\t268794\t152794\nTerm Loan Facility\tLIBOR + applicable margin (2)\tMarch 2025\t1029889\t1025826\nFixed-rate notes due:\t\t\t\t\nSenior Notes Series A\t4.27%\tMay 2025\t190000\t190000\nSenior Notes Series B\t4.42%\tMay 2028\t180000\t180000\nSenior Notes Series C\t4.52%\tMay 2030\t130000\t130000\nLess: Deferred Financing Fees\t\t\t(1614)\t(1679)\nTotal Long-term debt net\t\t\t1797069\t1676941\n", "q10k_tbl_19": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\nLease cost\t\t\nOperating lease cost\t39444\t44080\nVariable lease cost\t8183\t8597\nSublease income\t(3396)\t(3334)\nTotal lease cost\t44231\t49343\n", "q10k_tbl_20": "Fiscal Year\tOperating Leases\n2021\t141552\n2022\t170667\n2023\t151661\n2024\t132968\n2025\t111438\nThereafter\t277047\n\t985333\nLess Interest\t(85357)\n\t899976\n", "q10k_tbl_21": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\t\t\t\t\t\t\nComponent:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nService cost\t1735\t1465\t\t\t\t\t\t\t\t\t\t\t\t\nInterest cost\t11785\t13031\t\t\t\t\t\t\t\t\t\t\t\t\nExpected return on plan assets\t(25427)\t(27665)\t\t\t\t\t\t\t\t\t\t\t\t\nAmortization of previously unrecognized items\t4032\t3110\t\t\t\t\t\t\t\t\t\t\t\t\nPlan Amendment and settlement loss (gain)\t0\t2651\t\t\t\t\t\t\t\t\t\t\t\t\nTotal net periodic pension benefit recognized\t(7875)\t(7408)\t\t\t\t\t\t\t\t\t\t\t\t\n", "q10k_tbl_22": "Cash contributions made during the first three months of fiscal 2021\t9096\nCash contributions projected for the remainder of fiscal 2021\t28942\nTotal\t38038\n", "q10k_tbl_23": "Assets\t\nCash and cash equivalents\t8.4\nReceivables\t19.2\nProperty equipment and improvements net\t2.3\nGoodwill\t139.6\nIdentifiable intangible assets\t71.0\nPrepaid expenses and other current assets\t6.2\nTotal Assets\t246.7\nLiabilities\t\nAccounts payable accrued expenses and other current liabilities\t46.9\nContingent consideration\t14.6\nOther long term liabilities\t3.8\nTotal Liabilities\t65.3\nNet assets acquired\t181.4\n", "q10k_tbl_24": "Assets\t\nCash and cash equivalents\t24.3\nReceivables\t74.2\nOther current assets\t5.2\nProperty equipment and improvements net\t8.3\nGoodwill\t206.2\nIdentifiable intangible assets\t80.0\nMiscellaneous\t19.4\nTotal Assets\t417.6\nLiabilities\t\nAccounts payable accrued expenses and other current liabilities\t70.7\nLong term liabilities\t29.0\nTotal Liabilities\t99.7\nNet assets acquired\t317.9\n", "q10k_tbl_25": "\tFor the Three Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\nRevenues\t0\t7099\t\t\t\t\t\t\nDirect cost of contracts\t0\t(4692)\t\t\t\t\t\t\nGross profit\t0\t2407\t\t\t\t\t\t\nSelling general and administrative expenses\t(19)\t47159\t\t\t\t\t\t\nOperating (Loss) Profit\t(19)\t49566\t\t\t\t\t\t\nGain on sale of ECR business\t0\t61943\t\t\t\t\t\t\nOther (expense) income net\t0\t1\t\t\t\t\t\t\nEarnings Before Taxes from Discontinued Operations\t(19)\t111510\t\t\t\t\t\t\nIncome Tax Expense\t5\t(33923)\t\t\t\t\t\t\nNet Earnings of the Group from Discontinued Operations\t(14)\t77587\t\t\t\t\t\t\n", "q10k_tbl_26": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\nCritical Mission Solutions\t3209\t4291\t\t\t\t\t\t\nPeople & Places Solutions\t5167\t10153\t\t\t\t\t\t\nCorporate\t40017\t37597\t\t\t\t\t\t\nTotal (1)\t48393\t52041\t\t\t\t\t\t\n", "q10k_tbl_27": "Balance at October 2 2020\t52854\nNet Charges\t48393\nPayments and Usage\t(70973)\nBalance at January 1 2021\t30274\n", "q10k_tbl_28": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\nLease Abandonments and Impairments\t148\t0\t\t\t\t\t\t\nVoluntary and Involuntary Terminations\t9503\t13153\t\t\t\t\t\t\nOutside Services\t7399\t31466\t\t\t\t\t\t\nOther (1)\t31343\t7422\t\t\t\t\t\t\nTotal\t48393\t52041\t\t\t\t\t\t\n", "q10k_tbl_29": "Lease Abandonments and Impairments\t313665\nVoluntary and Involuntary Terminations\t138472\nOutside Services\t266523\nOther\t131657\nTotal\t850317\n", "q10k_tbl_30": "\tFor the Three Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\nRevenues from External Customers:\t\t\t\t\t\t\t\t\nCritical Mission Solutions\t1295287\t1182457\t\t\t\t\t\t\nPeople & Places Solutions\t2086549\t2177592\t\t\t\t\t\t\nTotal\t3381836\t3360049\t\t\t\t\t\t\n", "q10k_tbl_31": "\tFor the Three Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\nSegment Operating Profit:\t\t\t\t\t\t\t\t\nCritical Mission Solutions\t110072\t90422\t\t\t\t\t\t\nPeople & Places Solutions\t196300\t178328\t\t\t\t\t\t\nTotal Segment Operating Profit\t306372\t268750\t\t\t\t\t\t\nOther Corporate Expenses (1)\t(70341)\t(66719)\t\t\t\t\t\t\nRestructuring Transaction and Other Charges\t(22091)\t(50686)\t\t\t\t\t\t\nTotal U.S. GAAP Operating Profit\t213940\t151345\t\t\t\t\t\t\nTotal Other Income (Expense) net (2)\t140171\t102824\t\t\t\t\t\t\nEarnings from Continuing Operations Before Taxes\t354111\t254169\t\t\t\t\t\t\n", "q10k_tbl_32": "(1)\tOther corporate expenses also include intangibles amortization of $23.2 million and $21.8 million for the three-month periods ended January 1 2021 and December 27 2019 respectively.\n(2)\tFor the three month period ended January 1 2021 includes $93.1 million in fair value adjustments related to our investment in Worley stock and certain foreign currency revaluations relating to the ECR sale $82.6 million in fair adjustments related to our investment in C3 stock and $(27.9) million related to impairment of our AWE Management Ltd. investment. For the three month period ended December 27 2019 includes revenues under the Company's TSA with Worley of $12.0 million $99.1 million in fair value adjustments related to our investment in Worley stock and certain foreign currency revaluations relating to the ECR sale the amortization of deferred financing fees related to the CH2M acquisition of $0.6 million and the loss on settlement of the CH2M portion of the U.S. pension plan of $2.4 million.\n", "q10k_tbl_33": "\tFor the Three Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\nRevenues\t3381836\t3360049\t\t\t\t\t\t\nDirect cost of contracts\t(2749776)\t(2715478)\t\t\t\t\t\t\nGross profit\t632060\t644571\t\t\t\t\t\t\nSelling general and administrative expenses\t(418120)\t(493226)\t\t\t\t\t\t\nOperating Profit\t213940\t151345\t\t\t\t\t\t\nOther Income (Expense):\t\t\t\t\t\t\t\t\nInterest income\t1124\t946\t\t\t\t\t\t\nInterest expense\t(17313)\t(14817)\t\t\t\t\t\t\nMiscellaneous income (expense) net\t156360\t116695\t\t\t\t\t\t\nTotal other income (expense) net\t140171\t102824\t\t\t\t\t\t\nEarnings from Continuing Operations Before Taxes\t354111\t254169\t\t\t\t\t\t\nIncome Tax Expense from Continuing Operations\t(87023)\t(68489)\t\t\t\t\t\t\nNet Earnings of the Group from Continuing Operations\t267088\t185680\t\t\t\t\t\t\nNet (Loss) Earnings of the Group from Discontinued Operations\t(14)\t77587\t\t\t\t\t\t\nNet Earnings of the Group\t267074\t263267\t\t\t\t\t\t\nNet Earnings Attributable to Noncontrolling Interests from Continuing Operations\t(10026)\t(6257)\t\t\t\t\t\t\nNet Earnings Attributable to Jacobs from Continuing Operations\t257062\t179423\t\t\t\t\t\t\nNet Earnings Attributable to Jacobs\t257048\t257010\t\t\t\t\t\t\nNet Earnings Per Share:\t\t\t\t\t\t\t\t\nBasic Net Earnings from Continuing Operations Per Share\t1.98\t1.35\t\t\t\t\t\t\nBasic Net Earnings from Discontinued Operations Per Share\t0\t0.58\t\t\t\t\t\t\nBasic Earnings Per Share\t1.98\t1.93\t\t\t\t\t\t\nDiluted Net Earnings from Continuing Operations Per Share\t1.96\t1.33\t\t\t\t\t\t\nDiluted Net Earnings from Discontinued Operations Per Share\t0\t0.58\t\t\t\t\t\t\nDiluted Earnings Per Share\t1.96\t1.91\t\t\t\t\t\t\n", "q10k_tbl_34": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\t\t\t\t\t\t\nRevenues from External Customers:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nCritical Mission Solutions\t1295287\t1182457\t\t\t\t\t\t\t\t\t\t\t\t\nPeople & Places Solutions\t2086549\t2177592\t\t\t\t\t\t\t\t\t\t\t\t\nTotal\t3381836\t3360049\t\t\t\t\t\t\t\t\t\t\t\t\n", "q10k_tbl_35": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\t\t\t\t\t\t\nSegment Operating Profit:\t\t\t\t\t\t\t\t\t\t\t\t\t\t\nCritical Mission Solutions\t110072\t90422\t\t\t\t\t\t\t\t\t\t\t\t\nPeople & Places Solutions\t196300\t178328\t\t\t\t\t\t\t\t\t\t\t\t\nTotal Segment Operating Profit\t306372\t268750\t\t\t\t\t\t\t\t\t\t\t\t\nOther Corporate Expenses (1)\t(70341)\t(66719)\t\t\t\t\t\t\t\t\t\t\t\t\nRestructuring Transaction and Other Charges\t(22091)\t(50686)\t\t\t\t\t\t\t\t\t\t\t\t\nTotal U.S. GAAP Operating Profit\t213940\t151345\t\t\t\t\t\t\t\t\t\t\t\t\nTotal Other Income (Expense) net (2)\t140171\t102824\t\t\t\t\t\t\t\t\t\t\t\t\nEarnings Before Taxes from Continuing Operations\t354111\t254169\t\t\t\t\t\t\t\t\t\t\t\t\n", "q10k_tbl_36": "(1)\tOther corporate expenses also include intangibles amortization of $23.2 million and $21.8 million for the three-month periods ended January 1 2021 and December 27 2019 respectively.\n(2)\tFor the three month period ended January 1 2021 includes $93.1 million in fair value adjustments related to our investment in Worley stock and certain foreign currency revaluations relating to the ECR sale $82.6 million in fair adjustments related to our investment in C3 stock and $(27.9) million related to impairment of our AWE Management Ltd. investment. For the three month period ended December 27 2019 includes revenues under the Company's TSA with Worley of $12.0 million $99.1 million in fair value adjustments related to our investment in Worley stock and certain foreign currency revaluations relating to the ECR sale the amortization of deferred financing fees related to the CH2M acquisition of $0.6 million and the loss on settlement of the CH2M portion of the U.S. pension plan of $2.4 million.\n", "q10k_tbl_37": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\t\t\t\t\t\t\nRevenue\t1295287\t1182457\t\t\t\t\t\t\t\t\t\t\t\t\nOperating Profit\t110072\t90422\t\t\t\t\t\t\t\t\t\t\t\t\n", "q10k_tbl_38": "\tThree Months Ended\t\n\tJanuary 1 2021\tDecember 27 2019\t\t\t\t\t\t\t\t\t\t\t\t\nRevenue\t2086549\t2177592\t\t\t\t\t\t\t\t\t\t\t\t\nOperating Profit\t196300\t178328\t\t\t\t\t\t\t\t\t\t\t\t\n", "q10k_tbl_39": "\tJanuary 1 2021\tDecember 27 2019\nCritical Mission Solutions\t9683\t8473\nPeople & Places Solutions\t15422\t14197\nTotal\t25105\t22670\n", "q10k_tbl_40": "Period\tTotal Number of Shares Purchased\tAverage Price Paid Per Share (1)\tTotal Numbers of Shares Purchased as Part of the 2019 and 2020 Repurchase Authorizations\tApproximate Dollar Value of Shares that May Yet Be Purchased Under the 2019 and 2020 Repurchase Authorizations\nOctober 7 2020 - October 30 2020\t138320\t97.93\t138320\t1044330855\nNovember 2 2020 - November 27 2020\t108081\t99.61\t108081\t1033564473\nNovember 30 2020 - December 1 2020\t4600\t106.33\t4600\t1033075335\n", "q10k_tbl_41": "2.1\tImplementation Deed dated as of November 27 2020 by and among PA Consulting Group Limited CEP IV Garden S.A.R.L. Jacobs Consulting Solutions Limited Jacobs Engineering Group Inc. and the persons set out in Schedule 1 thereto. Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K on November 30 2020 and incorporated herein by reference.\n2.2\tWarranty Deed dated as of November 27 2020 by and among the Warrantors named therein and Jacobs Consulting Solutions Limited. Filed as Exhibit 2.2 to the Registrant's Current Report on Form 8-K on November 30 2020 and incorporated herein by reference.\n10.1\tFirst Amendment to Second Amended and Restated Credit Agreement dated as of December 16 2020 among Jacobs Engineering Group Inc. the designated borrowers party thereto and the lenders thereto and Bank of America N.A. as administrative agent to the Second Amended and Restated Credit Agreement dated as of March 27 2019 by and among Jacobs Engineering Inc. the designated borrowers party thereto the lenders from time to time party thereto and Bank of America N.A. as administrative agent. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on December 18 2020 and incorporated herein by reference.\n10.2#*\tForm of Restricted Stock Unit Agreement (Performance Shares - Earnings Per Share Growth) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).\n10.3#*\tForm of Restricted Stock Unit Agreement (Performance Shares - ROIC) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).\n10.4#*\tForm of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan).\n31.1*\tCertification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.\n31.2*\tCertification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.\n32.1*\tCertification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.\n32.2*\tCertification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.\n101\tThe following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended January 1 2021 formatted in Inline XBRL: (i) Consolidated Balance Sheets (ii) Consolidated Statements of Earnings (iii) Consolidated Statements of Comprehensive Income (Loss) (iv) Consolidated Statements of Stockholders' Equity (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements tagged as blocks of text and including detailed tags.\n104\tThe cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended January 1 2021 (formatted as Inline XBRL and contained in Exhibit 101).\n"}{"bs": "q10k_tbl_3", "is": "q10k_tbl_4", "cf": "q10k_tbl_7"}None
Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: ☒ Yes ☐ No
Indicate by check-mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Page 1
Indicate by check-mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check-mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Number of shares of common stock outstanding at January 29, 2021: 130,086,161
Liabilities relating to defined benefit pension and retirement plans
578,417
568,176
Deferred income tax liabilities
9,286
3,366
Long-term operating lease liability
735,337
735,202
Other deferred liabilities
615,452
573,404
Commitments and Contingencies
Stockholders’ Equity:
Capital stock:
Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and
outstanding - none
—
—
Common stock, $1 par value, authorized - 240,000,000 shares;
issued and outstanding 130,035,258 shares and 129,747,783
shares as of January 1, 2021 and October 2, 2020, respectively
130,035
129,748
Additional paid-in capital
2,597,586
2,598,446
Retained earnings
4,249,408
4,020,575
Accumulated other comprehensive loss
(877,539)
(933,057)
Total Jacobs stockholders’ equity
6,099,490
5,815,712
Noncontrolling interests
43,877
39,955
Total Group stockholders’ equity
6,143,367
5,855,667
$
12,767,625
$
12,354,353
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
Page 4
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Three Months EndedJanuary 1, 2021 and December 27, 2019
(In thousands, except per share information)
(Unaudited)
For the Three Months Ended
January 1, 2021
December 27, 2019
Revenues
$
3,381,836
$
3,360,049
Direct cost of contracts
(2,749,776)
(2,715,478)
Gross profit
632,060
644,571
Selling, general and administrative expenses
(418,120)
(493,226)
Operating Profit
213,940
151,345
Other Income (Expense):
Interest income
1,124
946
Interest expense
(17,313)
(14,817)
Miscellaneous income (expense), net
156,360
116,695
Total other income (expense), net
140,171
102,824
Earnings from Continuing Operations Before Taxes
354,111
254,169
Income Tax Expense from Continuing Operations
(87,023)
(68,489)
Net Earnings of the Group from Continuing Operations
267,088
185,680
Net (Loss) Earnings of the Group from Discontinued Operations
(14)
77,587
Net Earnings of the Group
267,074
263,267
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations
(10,026)
(6,257)
Net Earnings Attributable to Jacobs from Continuing Operations
257,062
179,423
Net Earnings Attributable to Jacobs
$
257,048
$
257,010
Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share
$
1.98
$
1.35
Basic Net Earnings from Discontinued Operations Per Share
$
—
$
0.58
Basic Earnings Per Share
$
1.98
$
1.93
Diluted Net Earnings from Continuing Operations Per Share
$
1.96
$
1.33
Diluted Net Earnings from Discontinued Operations Per Share
$
—
$
0.58
Diluted Earnings Per Share
$
1.96
$
1.91
See the accompanying Notes to Consolidated Financial Statements - Unaudited.
Page 5
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended January 1, 2021 and December 27, 2019
(In thousands)
(Unaudited)
For the Three Months Ended
January 1, 2021
December 27, 2019
Net Earnings of the Group
$
267,074
$
263,267
Other Comprehensive Income:
Foreign currency translation adjustment
86,338
52,297
Gain on cash flow hedges
3,583
18
Change in pension and retiree medical plan liabilities
(19,353)
(16,251)
Other comprehensive income before taxes
70,568
36,064
Income Tax (Expense) Benefit:
Foreign currency translation adjustment
(14,445)
—
Cash flow hedges
221
—
Change in pension and retiree medical plan liabilities
(826)
582
Income Tax (Expense) Benefit:
(15,050)
582
Net other comprehensive income
55,518
36,646
Net Comprehensive Income of the Group
322,592
299,913
Net Earnings Attributable to Noncontrolling Interests
(10,026)
(6,257)
Net Comprehensive Income Attributable to Jacobs
$
312,566
$
293,656
See the accompanying Notes to Consolidated Financial Statements - Unaudited.
Page 6
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended January 1, 2021 and December 27, 2019
(In thousands)
(Unaudited)
Common Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Total Jacobs Stockholders’ Equity
Noncontrolling Interests
Total Group Stockholders’ Equity
Balances at September 27, 2019
$
132,879
$
2,559,450
$
3,939,174
$
(916,812)
$
5,714,691
$
53,967
$
5,768,658
Net earnings
—
—
257,010
—
257,010
6,257
263,267
Foreign currency translation adjustments
—
—
—
52,297
52,297
—
52,297
Pension and retiree medical plan liability, net of deferred taxes of $582
—
—
—
(15,669)
(15,669)
—
(15,669)
Gain on derivatives, net of deferred taxes of $—
—
—
—
18
18
—
18
Dividends
—
—
(68)
—
(68)
—
(68)
Noncontrolling interests - distributions and other
—
—
—
—
—
(2,478)
(2,478)
Stock based compensation
—
13,200
1,079
—
14,279
—
14,279
Issuances of equity securities including shares withheld for taxes
474
(10,115)
(8,492)
—
(18,133)
—
(18,133)
Repurchases of equity securities
(352)
43,230
(42,878)
—
—
—
—
Balances at December 27, 2019
$
133,001
$
2,605,765
$
4,145,825
$
(880,166)
$
6,004,425
$
57,746
$
6,062,171
Balances at October 2, 2020
$
129,748
$
2,598,446
$
4,020,575
$
(933,057)
$
5,815,712
$
39,955
$
5,855,667
Net earnings
—
—
257,048
—
257,048
10,026
267,074
Foreign currency translation adjustments, net of deferred taxes of $14,445
—
—
—
71,893
71,893
—
71,893
Pension liability, net of deferred taxes of $826
—
—
—
(20,179)
(20,179)
—
(20,179)
Gain on derivatives, net of deferred taxes of $(221)
—
—
—
3,804
3,804
—
3,804
Dividends
—
—
(34)
—
(34)
—
(34)
Noncontrolling interests - distributions and other
—
—
—
—
—
(6,104)
(6,104)
Stock based compensation
—
11,841
—
—
11,841
—
11,841
Issuances of equity securities including shares withheld for taxes
538
(7,674)
(8,658)
—
(15,794)
—
(15,794)
Repurchases of equity securities
(251)
(5,027)
(19,523)
—
(24,801)
—
(24,801)
Balances at January 1, 2021
$
130,035
$
2,597,586
$
4,249,408
$
(877,539)
$
6,099,490
$
43,877
$
6,143,367
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
.
Page 7
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended January 1, 2021 and December 27, 2019
(In thousands)
(Unaudited)
For the Three Months Ended
January 1, 2021
December 27, 2019
Cash Flows from Operating Activities:
Net earnings attributable to the Group
$
267,074
$
263,267
Adjustments to reconcile net earnings to net cash flows provided by (used for) operations:
Depreciation and amortization:
Property, equipment and improvements
22,989
22,152
Intangible assets
23,155
21,845
Gain on sale of ECR business
—
(61,943)
Gain on investment in equity securities
(190,368)
(105,319)
Stock based compensation
11,841
14,279
Equity in earnings of operating ventures, net of return on capital distributions
1,159
(715)
(Gain) Loss on disposals of assets, net
(134)
36
Impairment of equity method investment
27,902
—
Loss on pension and retiree medical plan changes
—
2,651
Deferred income taxes
53,008
102,487
Changes in assets and liabilities, excluding the effects of businesses acquired:
Receivables and contract assets, net of contract liabilities
33,250
(96,075)
Prepaid expenses and other current assets
25,144
(4,152)
Miscellaneous other assets
16,564
34,634
Accounts payable
(63,985)
(35,380)
Accrued liabilities
(131,576)
(236,090)
Other deferred liabilities
16,491
(60,562)
Other, net
104
1,699
Net cash provided by (used for) operating activities
112,618
(137,186)
Cash Flows from Investing Activities:
Additions to property and equipment
(16,766)
(22,260)
Capital contributions to equity investees, net of return of capital distributions
(3,430)
(12,000)
Acquisitions of businesses, net of cash acquired
(173,012)
—
Net cash used for investing activities
(193,208)
(34,260)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings
603,500
841,544
Repayments of long-term borrowings
(500,827)
(631,000)
Proceeds from short-term borrowings
—
78
Repayments of short-term borrowings
(7,675)
(6)
Proceeds from issuances of common stock
9,541
6,201
Common stock repurchases
(24,801)
—
Taxes paid on vested restricted stock
(25,335)
(24,334)
Cash dividends, including to noncontrolling interests
(35,718)
(25,618)
Net cash provided by financing activities
18,685
166,865
Effect of Exchange Rate Changes
36,493
(7,275)
Net Decrease in Cash and Cash Equivalents
(25,412)
(11,856)
Cash and Cash Equivalents at the Beginning of the Period
862,424
631,068
Cash and Cash Equivalents at the End of the Period
$
837,012
$
619,212
See the accompanying Notes to Consolidated Financial Statements – Unaudited.
Page 8
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.Basis of Presentation
Unless the context otherwise requires:
•References herein to “Jacobs” are to Jacobs Engineering Group Inc. and its predecessors;
•References herein to the “Company”, “we”, “us” or “our” are to Jacobs Engineering Group Inc. and its consolidated subsidiaries; and
•References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.
The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. Readers of this Quarterly Report on Form 10-Q should also read our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 2, 2020 (“2020 Form 10-K”).
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements at January 1, 2021, and for the three months ended January 1, 2021.
Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.
Effective the beginning of fiscal first quarter 2020, the Company adopted ASU 2016-02, Leases ("ASC 842"), including the subsequent ASU's that amended and clarified the related guidance. The Company adopted ASC 842 using a modified retrospective approach, and accordingly the new guidance was applied to leases that existed or were entered into after the first day of adoption without adjusting the comparative periods presented. Please refer to Note-13 Leases for required disclosures related to leases.
On November 24, 2020, a subsidiary of Jacobs completed the acquisition of Buffalo Group LLC ("Buffalo Group"), a leader in advanced cyber and intelligence solutions. The Company paid total consideration of $212.8 million, which was comprised of approximately $181.4 million in cash to the former owners of Buffalo Group and the assumption of Buffalo Group's debt of approximately $7.7 million and $23.7 million in other assumed liabilities. The Company repaid all of the assumed Buffalo Group debt by the end of the first fiscal quarter of 2021. The Company has recorded its preliminary purchase price allocation associated with the acquisition, which is summarized in Note 15- Business Combinations.
On March 6, 2020, a subsidiary of Jacobs completed the acquisition of the nuclear consulting, remediation and program management business of John Wood Group, a U.K.-based energy services company, for an enterprise value of £246 million, or approximately $317.9 million, less cash acquired of $24.3 million. The Company has recorded its preliminary purchase price allocation associated with the acquisition, which is summarized in Note 15- Business Combinations.
On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to Worley Limited, a company incorporated in Australia ("Worley"), for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) 58.2 million ordinary shares of Worley, subject to adjustments for changes in working capital and certain other items (the “ECR sale”). As a result of the ECR sale, substantially all ECR-related assets and liabilities were sold (the "Disposal Group"). We determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 210-05, Discontinued Operations because their disposal represents a strategic shift that had a major effect on our operations and financial results. As such, the financial results of the ECR business are reflected in our unaudited Consolidated Statements of Earnings as discontinued operations for all periods presented. As of October 2, 2020, all of the ECR business to be sold under the terms of the ECR sale had been conveyed to Worley and as such, no amounts remain held for sale. For further discussion, see Note 16- Sale of Energy, Chemicals and Resources ("ECR") Business to the consolidated financial statements.
Page 9
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
2. Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires us to employ estimates and make assumptions that affect the reported amounts of certain assets and liabilities, the revenues and expenses reported for the periods covered by the accompanying consolidated financial statements, and certain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available and past experience including considerations for potential impacts of the continuing coronavirus (COVID-19) pandemic, actual results could differ significantly from those estimates and assumptions. Our estimates, judgments, and assumptions are evaluated periodically and adjusted accordingly.
Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2020 Form 10-K for a discussion of other significant estimates and assumptions affecting our consolidated financial statements.
3. Fair Value and Fair Value Measurements
Certain amounts included in the accompanying consolidated financial statements are presented at “fair value.” Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the date fair value is determined (the “measurement date”). When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider only those assumptions we believe a typical market participant would consider when pricing an asset or liability. In measuring fair value, we use the following inputs in the order of priority indicated:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices in active markets included in Level 1, such as (i) quoted prices for similar assets or liabilities; (ii) quoted prices in markets that have insufficient volume or infrequent transactions (e.g., less active markets); and (iii) model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data for substantially the full term of the asset or liability.
Level 3 - Unobservable inputs to the valuation methodology that are significant to the fair value measurement.
Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2020 Form 10-K for a more complete discussion of the various items within the consolidated financial statements measured at fair value and the methods used to determine fair value. Please also refer to Note 16- Sale of Energy, Chemicals and Resources for discussion regarding the Company's investment in Worley ordinary shares and Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments.
The net carrying amounts of cash and cash equivalents, trade receivables and payables and short-term debt approximate fair value due to the short-term nature of these instruments. See Note 12- Borrowings for a discussion of the fair value of long-term debt.
4. New Accounting Pronouncements
ASU 2017-04, Simplifying the Test for Goodwill Impairment, is effective for fiscal years beginning after December 15, 2019. ASU 2017-04 removed the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. An entity will now recognize a goodwill impairment charge for the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the amount of goodwill allocated to the reporting unit. The adoption of ASU 2017-04 did not have a material impact on the Company's financial position, results of operations or cash flows.
Page 10
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
ASU No. 2016-13, Financial Instruments - Credit Losses ("ASC 326"): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. This standard is effective beginning with the current fiscal quarter. The adoption of ASU 326 did not have a material impact on the Company's financial position, results of operations or cash flows.
5. Revenue Accounting for Contracts
Disaggregation of Revenues
Our revenues are principally derived from contracts to provide a diverse range of technical, professional, and construction services to a large number of industrial, commercial, and governmental clients. We provide a broad range of engineering, design, and architectural services; construction and construction management services; operations and maintenance services; and process, scientific, and systems consulting services. We provide our services through offices and subsidiaries located primarily in North America, South America, Europe, the Middle East, India, Australia, Africa, and Asia. We provide our services under cost-reimbursable and fixed-price contracts. Our contracts are with many different customers in numerous industries. Refer to Note 19- Segment Information for additional information on how we disaggregate our revenues by reportable segment.
The following table further disaggregates our revenue by geographic area for the three months ended January 1, 2021 and December 27, 2019 (in thousands):
Three Months Ended
January 1, 2021
December 27, 2019
Revenues:
United States
$
2,457,041
$
2,532,716
Europe
639,315
551,272
Canada
55,627
55,396
Asia
27,405
30,440
India
14,548
5,980
Australia and New Zealand
137,408
129,194
Middle East and Africa
50,492
55,051
Total
$
3,381,836
$
3,360,049
Contract Liabilities
Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Revenue recognized for the three months ended January 1, 2021 and December 27, 2019 that was included in the contract liability balance on October 2, 2020 and September 27, 2019, respectively was $259.0 million and $244.1 million, respectively.
Remaining Performance Obligations
The Company’s remaining performance obligations as of January 1, 2021 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had approximately $17.3 billion in remaining performance obligations as of January 1, 2021. The Company expects to recognize approximately 44% of our remaining performance obligations into revenue within the next twelve months and the remaining 56% thereafter.
Although remaining performance obligations reflect business that is considered to be firm, cancellations, scope adjustments, foreign currency exchange fluctuations or deferrals may occur that impact their volume or the expected timing of their recognition. Remaining performance obligations are adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate.
Page 11
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
6. Earnings Per Share and Certain Related Information
Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which is an earnings allocation method that determines EPS for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings. Net earnings used for the purpose of determining basic and diluted EPS is determined by taking net earnings, less earnings available to participating securities. During the three months ended January 1, 2021, the Company did not have any outstanding participating securities.
The following table reconciles the denominator used to compute basic EPS to the denominator used to compute diluted EPS for the three months ended January 1, 2021 and December 27, 2019 (in thousands):
Three Months Ended
January 1, 2021
December 27, 2019
Numerator for Basic and Diluted EPS:
Net earnings attributable to Jacobs from continuing operations
$
257,062
$
179,423
Net earnings from continuing operations allocated to participating securities
—
(92)
Net earnings from continuing operations allocated to common stock for EPS calculation
$
257,062
$
179,331
Net earnings attributable to Jacobs from discontinued operations
$
(14)
$
77,587
Net earnings from discontinued operations allocated to participating securities
—
(40)
Net earnings from discontinued operations allocated to common stock for EPS calculation
$
(14)
$
77,547
Net earnings allocated to common stock for EPS calculation
$
257,048
$
256,878
Denominator for Basic and Diluted EPS:
Weighted average basic shares
129,968
133,202
Shares allocated to participating securities
—
(68)
Shares used for calculating basic EPS attributable to common stock
129,968
133,134
Effect of dilutive securities:
Stock compensation plans
1,182
1,484
Shares used for calculating diluted EPS attributable to common stock
131,150
134,618
Net Earnings Per Share:
Basic Net Earnings from Continuing Operations Per Share
$
1.98
$
1.35
Basic Net Earnings from Discontinued Operations Per Share
$
—
$
0.58
Basic Earnings Per Share
$
1.98
$
1.93
Diluted Net Earnings from Continuing Operations Per Share
$
1.96
$
1.33
Diluted Net Earnings from Discontinued Operations Per Share
$
—
$
0.58
Diluted Earnings Per Share
$
1.96
$
1.91
Share Repurchases
On January 17, 2019, the Company’s Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company’s common stock, to expire on January 16, 2022 (the "2019 Repurchase Authorization"). On January 16, 2020, the Company's Board of Directors authorized an additional share repurchase program of up to $1.0 billion of the Company's common stock, to expire on January 15, 2023 (the "2020 Repurchase Authorization").
Page 12
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table summarizes the activity under the 2019 and 2020 Repurchase Authorizations in the first quarter of fiscal 2021:
Amount Authorized (2019 and 2020 Repurchase Authorizations)
Average Price Per Share (1)
Shares Repurchased
Total Shares Retired
$2,000,000,000
$98.81
251,001
251,001
(1)Includes commissions paid and calculated at the average price per share
As a precautionary measure in light of the COVID-19 pandemic, the Company temporarily suspended purchases under the share repurchase plan in March 2020, with such suspension remaining in effect through the fiscal third quarter of 2020. During the fourth fiscal quarter of 2020, the Company resumed share repurchases on a limited basis while we continue to monitor developments in fiscal 2021 with the pandemic. As of January 1, 2021, the Company has $33.1 million remaining under the 2019 Repurchase Authorization and $1.0 billion remaining under the 2020 Repurchase Authorization.
The share repurchase programs do not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.
Dividend Program
On January 27, 2021, the Company’s Board of Directors declared a quarterly dividend of $0.21 per share of the Company’s common stock to be paid on March 26, 2021, to shareholders of record on the close of business on February 26, 2021. Future dividend declarations are subject to review and approval by the Company’s Board of Directors. Dividends paid through the first fiscal quarter of 2021 and the preceding fiscal year are as follows:
Declaration Date
Record Date
Payment Date
Cash Amount (per share)
September 17, 2020
October 2, 2020
October 30, 2020
$0.19
July 9, 2020
July 24, 2020
August 21, 2020
$0.19
May 5, 2020
May 20, 2020
June 17, 2020
$0.19
January 16, 2020
January 31, 2020
February 28, 2020
$0.19
September 19, 2019
October 4, 2019
November 1, 2019
$0.17
7. Goodwill and Intangibles
The carrying value of goodwill associated with continuing operations and appearing in the accompanying Consolidated Balance Sheets at January 1, 2021 and October 2, 2020 was as follows (in thousands):
Critical Mission Solutions
People & Places Solutions
Total
Balance October 2, 2020
$
2,409,081
$
3,230,010
$
5,639,091
Acquired
139,550
—
139,550
Foreign Exchange Impact
12,379
17,170
29,549
Post-Acquisition Adjustments
294
—
294
Balance January 1, 2021
$
2,561,304
$
3,247,180
$
5,808,484
Page 13
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets at January 1, 2021 and October 2, 2020 (in thousands):
Customer Relationships, Contracts and Backlog
Developed Technology
Trade Names
Total
Balances October 2, 2020
$
614,045
$
43,572
$
723
$
658,340
Amortization
(22,063)
(985)
(107)
(23,155)
Acquired
71,000
—
—
71,000
Foreign currency translation
9,112
339
5
9,456
Balances January 1, 2021
$
672,094
$
42,926
$
621
$
715,641
The following table presents estimated amortization expense of intangible assets for the remainder of fiscal 2021 and for the succeeding years.
Fiscal Year
(in millions)
2021
$
75.4
2022
98.8
2023
98.6
2024
98.6
2025
98.2
Thereafter
246.0
Total
$
715.6
8.Receivables and contract assets
The following table presents the components of receivables appearing in the accompanying Consolidated Balance Sheets at January 1, 2021 and October 2, 2020, as well as certain other related information (in thousands):
January 1, 2021
October 2, 2020
Components of receivables and contract assets:
Amounts billed, net
$
1,384,558
$
1,294,204
Unbilled receivables and other
1,439,632
1,449,184
Contract assets
441,070
423,922
Total receivables and contract assets, net
$
3,265,260
$
3,167,310
Other information about receivables:
Amounts due from the United States federal government, included above, net of advanced billings
$
637,937
$
600,207
Amounts billed, net consist of amounts invoiced to clients in accordance with the terms of our client contracts and are shown net of an allowance for doubtful accounts. We anticipate that substantially all of such billed amounts will be collected over the next twelve months.
Unbilled receivables and other, which represent an unconditional right to payment subject only to the passage of time, are reclassified to amounts billed when they are billed under the terms of the contract. Prior to adoption of ASC 606, receivables related to contractual milestones or achievement of performance-based targets were included in unbilled receivables. These are now included in contract assets. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next twelve months.
Page 14
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Contract assets represent unbilled amounts where the right to payment is subject to more than merely the passage of time and includes performance-based incentives and services provided ahead of agreed contractual milestones. Contract assets are transferred to unbilled receivables when the right to consideration becomes unconditional and are transferred to amounts billed upon invoicing. The increase in contract assets was a result of normal business activity and not materially impacted by any other factors.
9. Accumulated Other Comprehensive Income
The following table presents the Company's roll forward of accumulated other comprehensive income (loss) after-tax for the three months ended January 1, 2021 (in thousands):
Change in Pension Liabilities
Foreign Currency Translation Adjustment
Gain/(Loss) on Cash Flow Hedges
Total
Balance at October 2, 2020
$
(498,726)
$
(419,715)
$
(14,616)
$
(933,057)
Other comprehensive income (loss)
(20,179)
71,893
1,968
53,682
Reclassifications from accumulated other comprehensive income (loss)
—
—
1,836
1,836
Balance at January 1, 2021
$
(518,905)
$
(347,822)
$
(10,812)
$
(877,539)
10. Income Taxes
The Company’s effective tax rates from continuing operations for the three months ended January 1, 2021 and December 27, 2019 were 24.6% and 27.0%, respectively. The Company’s effective tax rate from continuing operations for the three months ended January 1, 2021 was lower than the corresponding rate in the prior period primarily due to one-time income tax charges associated with partnership interest basis differences generated during the quarter ending December 27, 2019. For the three months ended January 1, 2021, the effective tax rate was impacted by a $1.4 million benefit from an Internal Revenue Code section 179D energy credit, a $2.2 million excess tax benefit attributable to stock compensation, and a $5.0 million benefit related to a change in the Company’s assertion about indefinite reinvestment of certain foreign unremitted earnings in Canada. The Company is continuing to accrue taxes related to all other foreign earnings.
See Note 16- Sale of Energy, Chemicals and Resources ("ECR") Business for further information on the Company's discontinued operations reporting for the sale of the ECR business.
The amount of income taxes the Company pays is subject to ongoing audits by tax jurisdictions around the world. In the normal course of business, the Company is subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the Netherlands, the United Kingdom and the United States. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time. The Company believes that it has adequately provided for reasonably foreseeable outcomes related to these matters. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate.
11. Joint Ventures, VIEs and Other Investments
We execute certain contracts jointly with third parties through various forms of joint ventures. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. Many of these joint ventures are formed for a specific project. The assets of our joint ventures generally consist almost entirely of cash and receivables (representing amounts due from clients), and the liabilities of our joint ventures generally consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors. Many of the joint ventures are deemed to be variable interest entities (“VIE”) because they lack sufficient equity to finance the activities of the joint venture.
Page 15
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The assets of a joint venture are restricted for use to the obligations of the particular joint venture and are not available for general operations of the Company. Our risk of loss on these arrangements is usually shared with our partners. The liability of each partner is usually joint and several, which means that each partner may become liable for the entire risk of loss on the project. Furthermore, on some of our projects, the Company has granted guarantees that may encumber both our contracting subsidiary company and the Company for the entire risk of loss on the project. The Company is unable to estimate the maximum potential amount of future payments that we could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by our joint venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects, and the terms of the related contracts. Refer to Note 18 - Commitments and Contingencies and Derivative Financial Instruments, for further discussion relating to performance guarantees.
For consolidated joint ventures, the entire amount of the services performed, and the costs associated with these services, including the services provided by the other joint venture partners, are included in the Company's result of operations. Likewise, the entire amount of each of the assets and liabilities are included in the Company’s Consolidated Balance Sheets. For the consolidated VIEs, the carrying value of assets and liabilities was $297.6 million and $217.9 million, respectively, as of January 1, 2021 and $261.8 million and $190.3 million, respectively, as of October 2, 2020. There are no consolidated VIEs that have debt or credit facilities.
Unconsolidated joint ventures are accounted for under proportionate consolidation or the equity method. Proportionate consolidation is used for joint ventures that include unincorporated legal entities and activities of the joint venture that are construction-related. For those joint ventures accounted for under proportionate consolidation, only the Company’s pro rata share of assets, liabilities, revenue, and costs are included in the Company’s balance sheet and results of operations. For the proportionate consolidated VIEs, the carrying value of assets and liabilities was $67.2 million and $65.9 million, respectively, as of January 1, 2021, and $64.1 million and $63.0 million, respectively, as of October 2, 2020. For those joint ventures accounted for under the equity method, the Company's investment balances for the joint venture are included in Other Noncurrent Assets: Miscellaneous on the balance sheet and the Company’s pro rata share of net income is included in revenue. In limited cases, there are basis differences between the equity in the joint venture and the Company's investment created when the Company purchased its share of the joint venture. These basis differences are amortized based on an internal allocation to underlying net assets, excluding allocations to goodwill. As of January 1, 2021, the Company’s equity method investments exceeded its share of venture net assets by $44 million. Our investments in equity method joint ventures on the Consolidated Balance Sheets as of January 1, 2021 and October 2, 2020 were $140.2 million and $161.3 million, respectively. During the three months ended January 1, 2021 and December 27, 2019, we recognized income from equity method joint ventures of $18.3 million and $17.3 million, respectively.
Accounts receivable from unconsolidated joint ventures accounted for under the equity method is $5.4 million and $8.3 million as of January 1, 2021 and October 2, 2020, respectively.
The Company currently holds a 24.5% interest in AWE Management Ltd ("AWE ML") that is accounted for under the equity method, and the carrying value of the Company’s investment as of October 2, 2020 was approximately $38 million. As of October 2, 2020, AWE ML was under a contractual operating arrangement with the UK Ministry of Defence (MoD) with multiple years remaining under the arrangement. Subsequent to year end, on November 2, 2020, the MoD unexpectedly announced plans to change its current operating agreements with AWE ML that would result in the early termination of the current contract in 2021. During the three months ended January 1, 2021, the Company recorded an other-than-temporary impairment on its investment in AWE ML in the amount of $27.9 million, which is included in miscellaneous income (expense), net in the consolidated statement of earnings.
At October 2, 2020, the Company held a cost method investment in C3.ai, Inc. ("C3") of approximately $2.5 million. On December 9, 2020, C3 completed an initial public offering and as a result the Company now carries its investment in C3 at fair value, with mark to market changes reflected in net income as it is an investment in equity securities with a readily determinable fair value based on quoted market prices. In connection with the IPO, the Company became subject to a 180-day lock-up period, which restricts sales of the shares, subject to certain conditions that permit partial share sales based on C3's share performance during the lock-up period. The fair value of the Company's investment at January 1, 2021 was $85.2 million and is included in investment in equity securities in the consolidated balance sheet. Dividend income and unrealized gains and losses on changes in fair value of C3 shares are recognized in miscellaneous income (expense), net in the consolidated statement of earnings. Quoted market prices are available for these securities in an active market, however a discount is applied to account for the lock-up period restrictions and therefore the investment is categorized as a Level 2 input.
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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
12. Borrowings
Long-Term Debt
At January 1, 2021 and October 2, 2020, long-term debt consisted of the following (principal amounts in thousands):
Interest Rate
Maturity
January 1, 2021
October 2, 2020
Revolving Credit Facility
LIBOR + applicable margin (1)
March 2024
$
268,794
$
152,794
Term Loan Facility
LIBOR + applicable margin (2)
March 2025
1,029,889
1,025,826
Fixed-rate notes due:
Senior Notes, Series A
4.27%
May 2025
190,000
190,000
Senior Notes, Series B
4.42%
May 2028
180,000
180,000
Senior Notes, Series C
4.52%
May 2030
130,000
130,000
Less: Deferred Financing Fees
(1,614)
(1,679)
Total Long-term debt, net
$
1,797,069
$
1,676,941
(1)Depending on the Company’s Consolidated Leverage Ratio (as defined in the credit agreement governing the Revolving Credit Facility (defined below)), borrowings under the Revolving Credit Facility bear interest at either a eurocurrency rate plus a margin of between 0.875% and 1.625% or a base rate plus a margin of between 0% and 0.625%. including applicable margins The applicable LIBOR rates at January 1, 2021 and October 2, 2020 were approximately1.16% and 1.39%.
(2)Depending on the Company’s Consolidated Leverage Ratio (as defined in the credit agreement governing the Term Loan Facility (defined below)), borrowings under the Term Loan Facility bear interest at either a eurocurrency rate plus a margin of between 0.875% and 1.5% or a base rate plus a margin of between 0% and 0.5% including applicable margins. The applicable LIBOR rates at January 1, 2021 and October 2, 2020 were approximately 1.11% and 1.37%.
On February 7, 2014, Jacobs and certain of its subsidiaries entered into a $1.6 billion long-term unsecured, revolving credit facility (as amended, the “2014 Revolving Credit Facility”) with a syndicate of U.S. and international banks and financial institutions. On March 27, 2019, the Company entered into a second amended and restated credit agreement (the "Revolving Credit Facility"), which amended and restated the 2014 Revolving Credit Facility by, among other things, (a) extending the maturity date of the credit facility to March 27, 2024, (b) increasing the facility amount to $2.25 billion (with an accordion feature that allows a further increase of the facility amount up to $3.25 billion), (c) eliminating the covenants restricting investments, joint ventures and acquisitions by the Company and its subsidiaries and (d) adjusting the financial covenants to eliminate the net worth covenant upon the removal of the same covenant from the Company’s existing Note Purchase Agreement (defined below). We were in compliance with the covenants under the Revolving Credit Facility at January 1, 2021.
On December 16, 2020, Jacobs entered into a first amendment to the Revolving Credit Facility, which provides for, among other things, (a) administrative changes allowing a one-time limited conditionality draw under the Revolving Credit Facility in connection with the consummation of the proposed acquisition by the Company, indirectly through a subsidiary of the Company, of a majority interest in PA Consulting Group Limited, a private limited company organized under the laws of England and Wales and (b) an increase in the interest rate applicable margin to 1.625% per annum if the Consolidated Leverage Ratio (as defined in the Revolving Credit Facility) of the Company is equal to or greater than 3.00 to 1.00.
The Revolving Credit Facility permits the Company to borrow under two separate tranches in U.S. dollars, certain specified foreign currencies, and any other currency that may be approved in accordance with the terms of the Revolving Credit Facility. The Revolving Credit Facility also provides for a financial letter of credit sub facility of $400.0 million, permits performance letters of credit, and provides for a $50.0 million sub facility for swing line loans. Letters of credit are subject to fees based on the Company’s Consolidated Leverage Ratio. The Company pays a facility fee of between 0.08% and 0.20% per annum depending on the Company’s Consolidated Leverage Ratio.
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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On March 25, 2020, the Company entered into an unsecured term loan facility (the “Term Loan Facility”) with a syndicate of financial institutions as lenders. Under the Term Loan Facility, the Company borrowed an aggregate principal amount of $730.0 million and one of the Company's U.K. subsidiaries borrowed an aggregate principal amount of £250.0 million. The proceeds of the term loans were used to repay an existing term loan with a maturity date of June 2020 and for general corporate purposes. The Term Loan Facility contains affirmative and negative covenants and events of default customary for financings of this type that are consistent with those included in the Revolving Credit Facility. During fiscal 2020, the Company entered into interest rate and cross currency derivative contracts to swap a portion of our variable rate debt to fixed rate debt. See Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments.
On March 12, 2018, Jacobs entered into a note purchase agreement (as amended, the "Note Purchase Agreement") with respect to the issuance and sale in a private placement transaction of $500 million in the aggregate principal amount of the Company’s senior notes in three series (collectively, the “Senior Notes”). The Note Purchase Agreement provides that if the Company's consolidated leverage ratio exceeds a certain amount, the interest on the Senior Notes may increase by 75 basis points. The Senior Notes may be prepaid at any time subject to a make-whole premium. The sale of the Senior Notes closed on May 15, 2018. The Company used the net proceeds from the offering of Senior Notes to repay certain existing indebtedness and for other general corporate purposes. The Note Purchase Agreement contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, covenants to maintain a minimum consolidated net worth and maximum consolidated leverage ratio and limitations on certain other liens, mergers, dispositions and transactions with affiliates. In addition, the Note Purchase Agreement contains customary events of default. We were in compliance with the covenants under the Note Purchase Agreement at January 1, 2021.
We believe the carrying value of the Revolving Credit Facility, the Term Loan Facility and other debt outstanding approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. The fair value of the Senior Notes is estimated to be $547.8 million at January 1, 2021, based on Level 2 inputs. The fair value is determined by discounting future cash flows using interest rates available for issuances with similar terms and average maturities.
On January 20, 2021, Jacobs entered into a delayed draw term loan facility (the "Delayed Draw Term Loan Facility) with a syndicate of financial institutions as lenders. The Delayed Draw Term Loan Facility matures on the third anniversary of the date of closing. Under the Delayed Draw Term Loan Facility, the Company may borrow up to $200 million of U.S. dollar denominated term loans and up to £650 million U.K. pound sterling denominated loans. The proceeds of the term loans may be used to fund the acquisition of a majority interest in PA Consulting Group Limited, refinance certain existing indebtedness and pay related transaction costs and expenses. The Delayed Draw Term Loan Facility contains affirmative and negative covenants and events of default customary for financings of this type and that are consistent with those included in the Revolving Credit Facility and the Term Loan Facility. Depending on the Company’s consolidated leverage ratio, borrowings under the Delayed Draw Term Loan Facility will bear interest at either a eurocurrency rate plus a margin of between 0.875% and 1.625% or a base rate plus a margin of between 0% and 0.625%. From the date that is 90 days after the closing of the Delayed Draw Term Loan Facility, the Company must pay a ticking fee with respect to undrawn commitments under the facility at a rate that will range between 0.80% and 0.225% based on the Company’s Consolidated Leverage Ratio.