EX-99.1 CHARTER 2 exhibit99-1.htm EXHIBIT 99.1 exhibit99-1.htm
                                                                                        
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Contacts:
URS Corporation                                                                                                                                                                                                                  Sard Verbinnen & Co
H. Thomas Hicks                                                                                                                                                                                                                   Hugh Burns/Jamie Tully
Vice President                                                                                                                                                                                                                        (212) 687-8080
& Chief Financial Officer                                                                           
(415) 774-2700                                                                                                                                 
 

URS CORPORATION REPORTS THIRD QUARTER
RESULTS FOR FISCAL 2007


 


SAN FRANCISCO, CA November 7, 2007 – URS Corporation (NYSE: URS) today reported its financial results for the third quarter of fiscal 2007, which ended on September 28, 2007.  Revenues for the quarter were $1,272.3 million, compared with revenues of $1,085.6 million during the third quarter of 2006, an increase of 17%.  Net income was $38.7 million, an increase of 29% over the $29.9 million reported for the corresponding period in 2006.  Earnings per share (“EPS”) of $0.73, fully diluted, increased 26%, compared with EPS of $0.58, fully diluted, for the same period last year.
 
As of September 28, 2007, the Company’s backlog was $5.80 billion, compared to $4.64 billion as of December 29, 2006, an increase of 25%.
 
Commenting on the Company’s financial results, Martin M. Koffel, Chairman and Chief Executive Officer, stated: “URS achieved record revenue, net income and earnings per share in the quarter. Revenue grew in each of four key market sectors, led by our private sector business, which increased approximately 30% primarily due to growth in our emissions control and oil and gas businesses. Growth in our state and local government sector remained strong as a result of the continuing focus on public infrastructure and favorable funding conditions. Our federal business also performed well, with revenue growth from operations and maintenance and contingency management contracts, as well as projects related to the military transformation and base realignment and closure programs.”
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Mr. Koffel continued: “We remain confident about the outlook for our business, given URS’ strong competitive position, positive trends across our markets, and our record backlog, which should support continued growth in the fourth quarter and into 2008.”
 
For the purpose of calculating diluted EPS, weighted-average shares outstanding for the third quarter of 2007 were 52.8 million, compared to 51.8 million for the corresponding period last year.

Results for Nine Months Ended September 28, 2007
 
For the nine months ended September 28, 2007, revenues increased by 16% to $3.7 billion, from $3.2 billion for the first nine months of 2006.  Net income for the nine months ended September 28, 2007 was $105.9 million, or $2.01 per diluted share.  Net income for the comparable period in 2006 was $86.7 million, or $1.68 per diluted share.
 
Weighted-average shares outstanding for the first nine months of 2007 for purposes of calculating diluted EPS were 52.5 million compared to 51.5 million weighted-average shares outstanding for the comparable period of 2006.

Business Segments
 
In addition to providing consolidated financial results, URS reports separate financial information for its two segments: the URS Division and the EG&G Division.  The URS Division’s revenues include the Company’s work in the state and local government market, the private sector and the international business.  In addition, the URS Division provides engineering services to federal government agencies, primarily for contingency contracts and facilities and environmental projects.  The EG&G Division primarily serves the federal government market, providing a range of operations and maintenance and technical support services to the Departments of Defense, Homeland Security, Energy, Treasury and NASA, among others.
 
    URS Division.  For the third quarter of fiscal 2007, the URS Division reported revenues of $890.1 million and operating income of $62.2 million, compared to revenues of $730.1 million and operating income of $50.1 million for the corresponding period in 2006.
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For the nine months ended September 28, 2007, the URS Division reported revenues of $2.6 billion and operating income of $178.5 million, compared to revenues of $2.1 billion and operating income of $142.9 million for the same period last year.
 
EG&G Division.  For the third quarter of fiscal 2007, the EG&G Division reported revenues of $384.6 million and operating income of $20.6 million, compared to revenues of $358.2 million and operating income of $19.3 million for the corresponding period in 2006.
 
For the nine months ended September 28, 2007, the EG&G Division reported revenues of $1.1 billion and operating income of $58.7 million, compared to revenues of $1.1 billion and operating income of $57.4 million for the same period last year.

Outlook for the Remainder of Fiscal 2007
 
As previously announced on Monday, November 5, URS now expects that 2007 revenues will be approximately $4.85 billion.  Assuming this revenue expectation is met, URS expects that 2007 net income will be approximately $134 million and earnings per share will be between $2.50 and $2.55.
 
 In addition, the Company expects its effective tax rate for 2007 to be between 41.0% and 42.0%, compared to 42.6% in 2006.  Finally, the Company’s weighted-average shares outstanding for 2007 are expected to be 53.2 million, compared with 51.7 million in 2006.
 
The Company noted that the guidance provided above does not include the impact of the proposed acquisition of Washington Group.

Web Cast Information
 
URS will host a dial-in conference call on Thursday, November 8 at 11:00 a.m. (EST) to discuss its third quarter fiscal 2007 results.  A live web cast of this call will be available on the investor relations portion of URS’ website at www.urscorp.com.
 
URS Corporation offers a comprehensive range of professional planning and design, systems engineering and technical assistance, program and construction management, and operations and maintenance services for transportation, facilities, environmental, water/wastewater, industrial infrastructure and process, homeland security, installations and logistics, and defense systems. Headquartered in San Francisco, the Company operates in more than 20 countries with approximately 30,400 employees providing engineering and technical services to federal, state and local governmental agencies as well as private clients in the chemical, pharmaceutical, oil and gas, power, manufacturing, mining and forest products industries (www.urscorp.com).
 
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TABLES TO FOLLOW
 
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Statements contained in this earnings release that are not historical facts may constitute forward-looking statements, including statements relating to future revenues and business trends, future earnings, future tax rate, future outstanding shares and future economic and industry conditions. The Company believes that its expectations are reasonable and are based on reasonable assumptions.  However, such forward-looking statements by their nature involve risks and uncertainties. We caution that a variety of factors could cause the Company’s business and financial results to differ materially from those expressed or implied in the Company’s forward-looking statements. These factors include, but are not limited to: an economic downturn; changes in the Company’s book of business; the Company’s compliance with government contract procurement regulations; the Company’s ability to procure government contracts; the Company’s reliance on government appropriations; the ability of the government to unilaterally terminate the Company’s contracts; the Company’s ability to make accurate estimates and control costs; the Company’s and the Company’s partners’ ability to bid on, win, perform and renew contracts and projects; the Company’s accounting methods; impairment of goodwill; defaults in customer payments; environmental issues and liabilities; liabilities for pending and future litigation; the impact of changes in laws and regulations; the Company’s ability to maintain adequate insurance coverage; a decline in defense spending; industry competition; the Company’s ability to attract and retain key individuals; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; the Company’s leveraged position and ability to service the Company’s debt; the Company’s future indebtedness upon the completion or termination of the Company’s proposed merger with Washington Group International; risks associated with international operations; business activities in high security risk countries; project management and accounting software risks; terrorist and natural disaster risks; the Company’s relationships with its labor unions; the Company’s ability to protect its intellectual property rights; anti-takeover risks and other factors discussed more fully in the Company's Form 10-Q for the quarter ended September 28, 2007, and in the Company’s definitive joint proxy statement/prospectus filed on October 1, 2007, with the SEC as well as in other reports filed from time to time with the Securities and Exchange Commission.  These forward-looking statements represent only the Company’s current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made.  The Company assumes no obligation to revise or update any forward-looking statements.

Additional Information and Where to Find It
 
In connection with the proposed transaction, URS and Washington Group filed a definitive joint proxy statement/prospectus with the Securities and Exchange Commission on October 1, 2007 and filed a supplemental proxy material with the SEC on November 6, 2007.  Investors and security holders are urged to read the definitive joint proxy/prospectus and the supplemental materials because they contain important information about the proposed transaction. Investors and security holders may obtain free copies of this document and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by URS by contacting URS’ Investor Relations at 877-877-8970. Investors and security holders may obtain free copies of the documents filed with the SEC by Washington Group by contacting Washington Group’s Investor Relations at 866-964-4636. In addition, you may also find information about the merger transaction at www.urs-wng.com.
 
URS, Washington Group and their directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of URS and Washington Group in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction is included in the definitive joint proxy statement/prospectus of URS and Washington Group described above. Additional information regarding the directors and executive officers of URS is also included in URS' proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2007. Additional information regarding the directors and executive officers of Washington Group is also included in Washington Group's proxy statement for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2007, as amended. These documents are available free of charge at the SEC's web site at www.sec.gov and from Investor Relations at URS and Washington Group as described above.
 



4


URS CORPORATION AND SUBSIDIARIES
(In thousands, except per share data)


   
September 28, 2007
   
December 29, 2006
 
ASSETS
           
Current assets:
           
Cash and cash equivalents, including $66,920 and $44,557 of short-term money market funds, respectively
  $
141,288
    $
89,502
 
Accounts receivable, including retainage of $42,159 and $37,368, respectively
   
692,302
     
680,631
 
Costs and accrued earnings in excess of billings on contracts in process
   
570,031
     
552,526
 
Less receivable allowances
    (36,765 )     (50,458 )
Net accounts receivable
   
1,225,568
     
1,182,699
 
Deferred tax assets
   
43,667
     
36,547
 
Prepaid expenses and other assets
   
77,104
     
65,405
 
Total current assets
   
1,487,627
     
1,374,153
 
Property and equipment at cost, net
   
172,164
     
163,142
 
Goodwill
   
1,006,832
     
989,111
 
Purchased intangible assets, net
   
3,088
     
3,839
 
Other assets
   
51,160
     
50,784
 
    $
2,720,871
    $
2,581,029
 
LIABILITIES, MINORITY INTEREST, AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Book overdrafts
  $
112
    $
3,334
 
Current portion of long-term debt
   
18,533
     
19,120
 
Accounts payable and subcontractors payable, including retainage of $30,367 and $19,515, respectively
   
346,069
     
290,651
 
Accrued salaries and wages
   
221,438
     
230,905
 
Accrued expenses and other
   
89,522
     
73,704
 
Billings in excess of costs and accrued earnings on contracts in process
   
150,940
     
168,271
 
Total current liabilities
   
826,614
     
785,985
 
Long-term debt
   
73,445
     
149,494
 
Deferred tax liabilities
   
18,624
     
17,808
 
Other long-term liabilities
   
136,588
     
117,586
 
Total liabilities
   
1,055,271
     
1,070,873
 
Commitments and contingencies
               
Minority interest
   
8,588
     
3,469
 
Stockholders’ equity:
               
Preferred stock, authorized 3,000 shares; no shares outstanding
   
     
 
Common shares, par value $.01; authorized 100,000 shares; 53,424 and 52,309 shares issued, respectively; and  53,372 and 52,257 shares outstanding, respectively
   
534
     
523
 
Treasury stock, 52 shares at cost
    (287 )     (287 )
Additional paid-in capital
   
1,018,781
     
973,892
 
Accumulated other comprehensive income (loss)
   
220
      (3,638 )
Retained earnings
   
637,764
     
536,197
 
Total stockholders’ equity
   
1,657,012
     
1,506,687
 
    $
2,720,871
    $
2,581,029
 
                 




5

 
 
URS CORPORATION AND SUBSIDIARIES
(In thousands, except per share data)


   
Three Months Ended
   
Nine Months Ended
 
   
September 28,
2007
   
September 29,
2006
   
September 28,
2007
   
September 29,
2006
 
                         
Revenues
  $
1,272,282
    $
1,085,604
    $
3,654,675
    $
3,153,744
 
Direct operating expenses
   
857,290
     
708,924
     
2,434,121
     
2,031,159
 
Excess of revenues over direct operating expenses
   
414,992
     
376,680
     
1,220,554
     
1,122,585
 
Indirect, general and administrative expenses
   
345,322
     
317,718
     
1,024,736
     
953,763
 
Operating income
   
69,670
     
58,962
     
195,818
     
168,822
 
Interest expense
   
2,935
     
4,761
     
10,926
     
15,746
 
Income before income taxes and minority interest
   
66,735
     
54,201
     
184,892
     
153,076
 
Income tax expense
   
26,955
     
24,318
     
75,987
     
65,910
 
Minority interest in income of consolidated subsidiaries, net of tax
   
1,087
      (20 )    
3,049
     
437
 
Net income
   
38,693
     
29,903
     
105,856
     
86,729
 
Other comprehensive income (loss):
                               
Minimum pension liability adjustments, net of tax benefit
   
     
     
      (2,366 )
Foreign currency translation adjustments
   
682
     
1,024
     
3,858
     
3,606
 
Comprehensive income
  $
39,375
    $
30,927
    $
109,714
    $
87,969
 
Earnings per share:
                               
Basic
  $
.74
    $
.59
    $
2.05
    $
1.71
 
Diluted
  $
.73
    $
.58
    $
2.01
    $
1.68
 
Weighted-average shares outstanding:
                               
Basic
   
51,944
     
50,945
     
51,559
     
50,627
 
Diluted
   
52,751
     
51,773
     
52,546
     
51,538
 



6

 
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(In thousands)

   
Three Months Ended
   
Nine Months Ended
 
   
September 28, 2007
   
September 29, 2006
   
September 28, 2007
   
September 29, 2006
 
             
Cash flows from operating activities:
                       
Net income
  $
38,693
    $
29,903
    $
105,856
    $
86,729
 
Adjustments to reconcile net income to net cash from operating activities:
                               
Depreciation and amortization
   
10,063
     
8,929
     
29,779
     
28,208
 
Amortization of debt issuance costs
   
429
     
453
     
1,286
     
1,382
 
Costs incurred for extinguishment of debt
   
     
162
     
     
162
 
Provision for doubtful accounts
   
578
     
2,786
     
2,305
     
5,734
 
Deferred income taxes
    (229 )     (2,086 )     (863 )     (1,011 )
Stock-based compensation
   
6,146
     
4,802
     
20,070
     
12,711
 
Excess tax benefits from stock-based compensation
    (2,467 )     (533 )     (6,489 )     (3,142 )
Minority interest in net income of consolidated subsidiaries
   
1,087
      (20 )    
3,049
     
437
 
Changes in assets and liabilities:
                               
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process
   
5,261
      (1,676 )     (52,878 )     (40,599 )
Prepaid expenses and other assets
   
3,641
      (1,884 )     (11,641 )     (26,929 )
Accounts payable, accrued salaries and wages and accrued expenses
   
30,414
     
36,668
     
69,122
     
2,911
 
Billings in excess of costs and accrued earnings on contracts in process
   
24,722
     
28,954
      (14,593 )    
41,086
 
Distributions from unconsolidated affiliates, net
   
4,282
     
6,167
     
12,706
     
23,807
 
Other, net
   
1,615
     
1,093
      (8,762 )     (6,636 )
Total adjustments and changes
   
85,542
     
83,815
     
43,091
     
38,121
 
Net cash from operating activities
   
124,235
     
113,718
     
148,947
     
124,850
 
Cash flows from investing activities:
                               
Payment for business acquisitions, net of cash acquired
    (6,328 )     (5,028 )     (6,328 )     (5,028 )
Capital expenditures, less equipment purchased through capital leases and equipment notes
    (9,152 )     (11,039 )     (22,354 )     (20,833 )
Net cash from investing activities
    (15,480 )     (16,067 )     (28,682 )     (25,861 )
Cash flows from financing activities:
                               
Long-term debt principal payments
    (41,457 )     (54,531 )     (77,226 )     (123,012 )
Long-term debt borrowings
   
     
     
     
552
 
Net borrowings (payments) under the lines of credit
   
1,039
      (1,946 )     (3,749 )    
3,072
 
Net change in book overdrafts
    (707 )     (5,830 )     (3,222 )    
15,590
 
Capital lease and equipment note obligation payments
    (2,602 )     (801 )     (9,491 )     (9,635 )
Excess tax benefits from stock-based compensation
   
2,467
     
533
     
6,489
     
3,142
 
Proceeds from employee stock purchase plan and exercise of stock options
   
10,282
     
377
     
18,720
     
22,466
 
Tender and call premiums paid for debt extinguishment
   
      (162 )    
      (162 )
Net cash from financing activities
    (30,978 )     (62,360 )     (68,479 )     (87,987 )
Net increase in cash and cash equivalents
   
77,777
     
35,291
     
51,786
     
11,002
 
Cash and cash equivalents at beginning of period
   
63,511
     
77,256
     
89,502
     
101,545
 
Cash and cash equivalents at end of period
  $
141,288
    $
112,547
    $
141,288
    $
112,547
 
                                 
Supplemental information:
                               
Interest paid
  $
1,990
    $
4,318
    $
10,272
    $
13,726
 
Taxes paid
  $
6,282
    $
5,714
    $
53,176
    $
38,757
 

 
7

URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(In thousands)


   
Three Months Ended
   
Nine Months Ended
 
   
September 28, 2007
   
September 29, 2006
   
September 28, 2007
   
September 29, 2006
 
Supplemental schedule of noncash investing and financing activities:
                       
Fair value of assets acquired (net of cash acquired)
  $
    $
7,683
    $
16,888
    $
7,683
 
Liabilities assumed
   
     
2,655
     
127
     
2,655
 
Non cash business acquisition
  $
    $
5,028
    $
16,761
    $
5,028
 
Equipment acquired through capital lease and equipment note obligations
  $
2,430
    $
853
    $
13,679
    $
19,504
 
                                 


8

 
URS CORPORATION AND SUBSIDIARIES
REVENUES BY CLIENT TYPE - UNAUDITED
(In millions)


   
Three Months Ended
   
Nine Months Ended
 
   
September 28,
2007
   
September 29,
2006
   
September 28,
2007
   
September 29,
2006
 
                         
Federal Government Clients:
                       
URS Division                                        
  $
150
    $
131
    $
399
    $
386
 
EG&G Division                                        
   
384
     
358
     
1,107
     
1,104
 
     
534
     
489
     
1,506
     
1,490
 
State and local government clients
   
271
     
238
     
803
     
667
 
Domestic private industry clients
   
333
     
256
     
972
     
702
 
International clients                                              
   
134
     
103
     
374
     
295
 
Total revenues                                        
  $
1,272
    $
1,086
    $
3,655
    $
3,154
 


9