EX-99.1 3 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 exv99w1

 
 
Contacts:

URS Corporation  
Citigate Sard Verbinnen
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 2006

Revenues Up 13%; EPS In Line With Guidance

 
SAN FRANCISCO, CA - November 8, 2006 - URS Corporation (NYSE: URS) today reported its financial results for the third quarter of fiscal 2006, which ended on September 29, 2006. Revenues for the quarter were $1,085.6 million, an increase of 13% compared with revenues of $962.9 million during the comparable period in 2005. Net income for the quarter was $29.9 million, a 4% increase from net income of $28.8 million in the third quarter of fiscal 2005.
 
Diluted earnings per share (“EPS”) for the third quarter of fiscal year 2006 were $0.58. This compares to diluted EPS of $0.58 per share for the same period in 2005. Weighted-average shares outstanding for the third quarter of 2006 for purposes of calculating diluted EPS were 51.8 million compared to 50.1 million weighted-average shares outstanding for the comparable period of 2005. The increase in weighted-average shares outstanding is the result of additional shares issued pursuant to the Company’s 1999 Equity Incentive Plan and Employee Stock Purchase Plan.
 
The Company’s net income and EPS for the third quarter of 2006 include an after tax impact of $2.6 million, or $0.05 per share, related to stock-based compensation expense under Statement of Financial Accounting Standards 123 (Revised) (“SFAS 123(R)”), which requires that the costs of stock-based compensation be recognized as an expense in the financial statements.
 
During the third quarter of fiscal 2006, the Company reduced debt by $56 million, lowering its debt to total capitalization ratio to 13%. As of September 29, 2006, the Company’s backlog was $4.4 billion, compared to $3.8 billion as of December 30, 2005. 
 
 
Commenting on the Company’s financial results, Martin M. Koffel, Chairman and Chief Executive Officer, stated: “Our results for the third quarter demonstrate the strength of our diverse portfolio of businesses and leading position in the markets we serve. During the quarter, revenue grew in each of our key market sectors. We had strong growth in our domestic private sector business, as we continued to benefit from our Master Service Agreements and increasing capital investment by our clients in the energy sector. We also saw strong growth in engineering, facilities and environmental work for the federal government.”
 
Mr. Koffel continued: “Our outlook for the business remains positive based on favorable long-term trends and our position as a partner of choice for government agencies and major multinational corporations.”

Results for Nine Months Ending September 29, 2006
 
For the nine months ended September 29, 2006, revenues increased by 11% to $3.2 billion, from $2.8 billion for the first nine months of 2005. Net income for the nine months ended September 29, 2006 was $86.7 million, or $1.68 per diluted share. Net income for the comparable period in 2005 was $56.5 million, or $1.20 per diluted share, including a pre-tax charge of $33.1 million, or $0.42 per share, net of tax, related to the Company’s $127.2 million note redemption, the retirement of $10.0 million of 12¼% notes and restructuring of its senior credit facility, and the retirement of $1.8 million of 6½% debentures, all of which took place during the second and third quarters of fiscal 2005.
 
Weighted-average shares outstanding for the nine months of 2006 for purposes of calculating diluted EPS were 51.5 million compared to 46.9 million weighted-average shares outstanding for the comparable period of 2005. The increase in weighted-average shares outstanding for the nine-month period in 2006 is the result of the Company’s common stock offering in the second quarter of fiscal 2005 and additional shares issued pursuant to the Company’s 1999 Equity Incentive Plan and Employee Stock Purchase Plan.
 
The Company’s net income and EPS for the first nine months of 2006 include an after tax impact of $7.2 million, or $0.14 per share, related to stock-based compensation expense under SFAS 123(R).



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 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 2006, the URS Division reported revenues of $730.1 million and operating income of $50.1 million, compared to revenues of $625.0 million and operating income of $46.7 million for the corresponding period in 2005.
 
For the nine months ended September 29, 2006, the URS Division reported revenues of $2.1 billion and operating income of $142.9 million, compared to revenues of $1.9 billion and operating income of $137.6 million for the same period last year.
 
EG&G Division. For the third quarter of fiscal 2006, the EG&G Division reported revenues of $358.2 million and operating income of $19.3 million, compared to revenues of $339.8 million and operating income of $16.8 million for the corresponding period in 2005.
 
For the nine months ended September 29, 2006, the EG&G Division reported revenues of $1.1 billion and operating income of $57.4 million, compared to revenues of $996.2 million and operating income of $47.5 million for the same period last year.

Outlook for the Remainder of Fiscal 2006
 
The Company reaffirmed its expectation that fiscal 2006 revenues will be approximately $4.2 billion. Assuming this revenue expectation is met, the Company continues to expect that net income will be approximately $113 million. The Company now expects earnings per share for the year to be between $2.14 and $2.17 compared to its prior guidance of between $2.12 and $2.17. URS’ net income and EPS guidance for 2006 include an expected after tax impact of between $10 million and $12 million ($0.19 and $0.23, respectively, on a per share basis) related to stock-based compensation expense to be recognized under SFAS 123(R).
 
Based on the Company’s strong cash flow and debt repayment through the first nine months of 2006, and expected cash flows in the fourth quarter, URS now expects that the Company will repay approximately $120 to $130 million of debt during fiscal 2006, compared to its prior expectation of $100 million.
 
 
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, commercial/industrial, facilities, environmental, water/wastewater, homeland security, installations and logistics, and defense systems. Headquartered in San Francisco, the Company operates in more than 20 countries with approximately 28,900 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).

Web Cast Information
 
URS will host a dial-in conference call on Thursday, November 9 at 11:00 a.m. (ET) to discuss its results for the third quarter of fiscal year 2006. A live web cast of this call will be available on the investor relations portion of URS’ website at www.urscorp.com.
 
TABLES TO FOLLOW
 
# # #
Statements contained in this earnings release that are not historical facts may constitute forward-looking statements, including statements relating to future revenues, future earnings, future debt repayment, future tax rates, future stock-based compensation expenses 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 that could cause actual results to differ materially from the results predicted. The potential risks and uncertainties 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 Company contracts; the Company’s ability to make accurate estimates and control costs; the Company’s and its partners’ ability to bid on, win, perform and renew contracts and projects; 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 compensation requirements; the ability to service the Company’s debt; 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 third quarter of fiscal 2006, as well as in other reports subsequently filed from time to time with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statements.




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

 
   
September 29, 2006
 
December 30, 2005
 
ASSETS
         
Current assets:
             
Cash and cash equivalents, including $27,460 and $61,319 of short-term money market funds, respectively
 
$
112,547
 
$
101,545
 
Accounts receivable, including retainage of $34,421 and $37,280, respectively
   
624,983
   
630,340
 
Costs and accrued earnings in excess of billings on contracts in process
   
559,077
   
513,943
 
Less receivable allowances
   
(47,865
)
 
(44,293
)
Net accounts receivable
   
1,136,195
   
1,099,990
 
Deferred tax assets
   
23,564
   
18,676
 
Prepaid expenses and other assets
   
79,957
   
52,849
 
Total current assets
   
1,352,263
   
1,273,060
 
Property and equipment at cost, net
   
160,482
   
146,470
 
Goodwill
   
993,934
   
986,631
 
Purchased intangible assets, net
   
4,131
   
5,379
 
Other assets
   
48,638
   
57,908
 
   
$
2,559,448
 
$
2,469,448
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
Current liabilities:
             
Book overdrafts
 
$
17,137
 
$
1,547
 
Notes payable and current portion of long-term debt
   
20,122
   
20,647
 
Accounts payable and subcontractors payable, including retainage of $17,038 and $13,323, respectively 
   
301,495
   
288,561
 
Accrued salaries and wages
   
184,765
   
196,825
 
Accrued expenses and other
   
80,666
   
82,404
 
Billings in excess of costs and accrued earnings on contracts in process
   
149,742
   
108,637
 
Total current liabilities
   
753,927
   
698,621
 
Long-term debt
   
189,604
   
297,913
 
Deferred tax liabilities
   
24,013
   
19,785
 
Other long-term liabilities
   
117,127
   
108,625
 
Total liabilities
   
1,084,671
   
1,124,944
 
Commitments and contingencies
             
Minority interest
   
2,077
   
 
Stockholders’ equity:
             
Preferred stock, authorized 3,000 shares; no shares outstanding
   
   
 
Common shares, par value $.01; authorized 100,000 shares; 51,937 and 50,432 shares issued, respectively; and 51,885 and 50,380 shares outstanding, respectively
   
519
   
504
 
Treasury stock, 52 shares at cost
   
(287
)
 
(287
)
Additional paid-in capital
   
965,300
   
925,087
 
Accumulated other comprehensive loss
   
(2,745
)
 
(3,985
)
Retained earnings
   
509,913
   
423,185
 
Total stockholders’ equity
   
1,472,700
   
1,344,504
 
   
$
2,559,448
 
$
2,469,448
 
               




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



   
Three Months Ended
 
Nine Months Ended
 
   
September 29,
2006
 
September 30,
2005
 
September 29,
2006
 
September 30,
2005
 
                   
Revenues
 
$
1,085,604
 
$
962,940
 
$
3,153,744
 
$
2,846,556
 
Direct operating expenses
   
708,924
   
627,199
   
2,031,159
   
1,836,655
 
Gross profit
   
376,680
   
335,741
   
1,122,585
   
1,009,901
 
Indirect, general and administrative expenses
   
317,718
   
282,002
   
953,763
   
888,605
 
Operating income
   
58,962
   
53,739
   
168,822
   
121,296
 
Interest expense
   
4,761
   
5,282
   
15,746
   
26,115
 
Income before income taxes and minority interest
   
54,201
   
48,457
   
153,076
   
95,181
 
Income tax expense
   
24,318
   
19,620
   
65,910
   
38,640
 
Minority interest in income of consolidated subsidiaries, net of tax
   
(20
)
 
   
437
   
 
Net income
   
29,903
   
28,837
   
86,729
   
56,541
 
Other comprehensive income (loss):
                         
Minimum pension liability adjustments, net of tax (benefit)
   
   
   
(2,366
)
 
(270
)
Foreign currency translation adjustments 
   
1,024
   
(229
)
 
3,606
   
(4,010
)
Comprehensive income
 
$
30,927
 
$
28,608
 
$
87,969
 
$
52,261
 
Earnings per share:
                         
Basic
 
$
.59
 
$
.59
 
$
1.71
 
$
1.23
 
Diluted
 
$
.58
 
$
.58
 
$
1.68
 
$
1.20
 
Weighted-average shares outstanding:
                         
Basic
   
50,945
   
48,934
   
50,627
   
45,836
 
Diluted
   
51,773
   
50,116
   
51,538
   
46,946
 





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


   
Three Months Ended
 
Nine Months Ended
 
   
September 29,
2006
 
September 30,
 2005
 
September 29,
2006
 
September 30,
 2005
 
           
Cash flows from operating activities:
                 
Net income
 
$
29,903
 
$
28,837
 
$
86,729
 
$
56,541
 
Adjustments to reconcile net income to net cash from operating activities:
                         
Depreciation and amortization
   
8,929
   
9,356
   
28,208
   
29,225
 
Amortization of financing fees
   
453
   
442
   
1,382
   
3,315
 
Costs incurred for extinguishment of debt
   
162
   
18
   
162
   
33,125
 
Provision for doubtful accounts
   
2,786
   
2,808
   
5,734
   
7,865
 
Deferred income taxes
   
(2,086
)
 
4,080
   
(1,011
)
 
7,216
 
Stock-based compensation
   
4,802
   
1,016
   
12,711
   
4,508
 
Excess tax benefits from stock-based compensation
   
(533
)
 
   
(3,142
)
 
 
Tax benefit of stock compensation
   
298
   
4,667
   
5,051
   
9,269
 
Minority interest in net income of consolidated subsidiaries
   
(20
)
 
   
437
   
 
Changes in assets and liabilities:
                         
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process
   
(1,676
)
 
(31,713
)
 
(40,599
)
 
(85,829
)
Prepaid expenses and other assets
   
(1,884
)
 
(7,902
)
 
(26,929
)
 
(25,532
)
Accounts payable, accrued salaries and wages and accrued expenses
   
36,370
   
20,703
   
(2,140
)
 
70,779
 
Billings in excess of costs and accrued earnings on contracts in process
   
28,954
   
10,317
   
41,086
   
25,077
 
Distributions from unconsolidated affiliates, net
   
6,167
   
1,388
   
23,807
   
8,527
 
Other long-term liabilities
   
6,004
   
3,394
   
7,660
   
7,317
 
Other assets, net
   
(4,911
)
 
(1,462
)
 
(14,296
)
 
(17,449
)
Total adjustments and changes
   
83,815
   
17,112
   
38,121
   
77,413
 
Net cash from operating activities
   
113,718
   
45,949
   
124,850
   
133,954
 
Cash flows from investing activities:
                         
Net payment for business acquisitions, net of cash acquired
   
(5,028
)
 
(1,353
)
 
(5,028
)
 
(1,353
)
Proceeds from disposal of property and equipment
   
   
282
   
   
2,182
 
Capital expenditures, less equipment purchased through capital leases
   
(11,039
)
 
(7,802
)
 
(20,833
)
 
(16,897
)
Net cash from investing activities
   
(16,067
)
 
(8,873
)
 
(25,861
)
 
(16,068
)
Cash flows from financing activities:
                         
Long-term debt principal payments
   
(54,531
)
 
(32,393
)
 
(123,012
)
 
(535,919
)
Long-term debt borrowings
   
   
105
   
552
   
351,376
 
Net borrowings (payments) under the lines of credit and short-term notes 
   
(1,946
)
 
(1,470
)
 
3,072
   
(16,646
)
Net change in book overdraft
   
(5,830
)
 
6,251
   
15,590
   
(63,591
)
Capital lease obligations payments
   
(801
)
 
(4,313
)
 
(9,635
)
 
(11,184
)
Excess tax benefits from stock-based compensation
   
533
   
   
3,142
   
 
Proceeds from common stock offering, net of related expenses
   
   
(3
)
 
   
130,257
 
Proceeds from sale of common stock from employee stock purchase plan and exercise of stock options
   
377
   
5,061
   
22,466
   
30,687
 
Tender and call premiums paid for debt extinguishment
   
(162
)
 
(2
)
 
(162
)
 
(19,421
)
Payments of financing fees
   
   
(213
)
 
   
(4,629
)
Net cash from financing activities
   
(62,360
)
 
(26,977
)
 
(87,987
)
 
(139,070
)
Net increase (decrease) in cash and cash equivalents
   
35,291
   
10,099
   
11,002
   
(21,184
)

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


   
Three Months Ended
 
Nine Months Ended
 
   
September 29, 2006
 
September 30, 2005
 
September 29, 2006
 
September 30, 2005
 
                   
Cash and cash equivalents at beginning of period
   
77,256
   
76,724
   
101,545
   
108,007
 
Cash and cash equivalents at end of period
 
$
112,547
 
$
86,823
 
$
112,547
 
$
86,823
 
Supplemental information:
                         
Interest paid
 
$
4,318
 
$
4,732
 
$
13,726
 
$
25,611
 
Taxes paid
 
$
5,714
 
$
6,925
 
$
38,757
 
$
28,285
 
Equipment acquired through capital lease obligations
 
$
853
 
$
2,328
 
$
19,504
 
$
14,891
 
                           
Supplemental schedule of noncash investing and financing activities:
                         
    Fair value of assets acquired
 
$
8,846
 
$
 
$
8,846
 
$
 
Cash paid for capital stock
   
(6,191
)
 
   
(6,191
)
 
 
Liabilities assumed
 
$
2,655
 
$
 
$
2,655
 
$