URS Corp.
URS Corp.
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URS Corp. (ticker: URS, exchange: New York Stock Exchange (.N)) News Release - 8-Nov-2005

URS Corporation Reports Third Quarter Results for Fiscal 2005; Revenues Increased 12%; Net Income up 21% from the Comparable Period in 2004

SAN FRANCISCO, Nov 08, 2005 (BUSINESS WIRE) -- URS Corporation (NYSE: URS) today reported its financial results for the third quarter of fiscal 2005, which ended on September 30, 2005. Revenues for the third quarter were $963 million, an increase of 12% compared with revenues of $862 million during the comparable period in 2004.(1) Net income for the quarter was $28.8 million, a 21% increase from net income of $23.8 million in the year-ago period.

Diluted earnings per share ("EPS") for the third quarter were $0.58, compared to diluted EPS of $0.55 for the comparable period in 2004. Weighted-average shares outstanding for the third quarter of 2005 for purposes of calculating diluted EPS were 50.1 million, compared to 43.6 million weighted-average shares outstanding for the comparable period of 2004. The increase in weighted-average shares outstanding 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 employee stock option and purchase plans.

During the quarter, the Company paid down $36 million of debt. URS' debt to total capitalization was 22% on September 30, 2005, down from 34% on December 31, 2004.

For the nine months ended September 30, 2005, revenues increased by 11%, to $2.8 billion, from $2.6 billion for the comparable nine months of 2004. Net income for the nine months ended September 30, 2005 was $56.5 million, including a pre-tax charge of $33.1 million, or $0.42 per share, net of tax, related to $127.2 million of note redemptions, the retirement of $10.0 million of its 12 1/4% notes and the restructuring of the Company's senior credit facility and the retirement of $1.8 million of its 6 1/2% debentures, all of which took place during the second and third quarters of fiscal 2005. Net income for the comparable period in 2004 was $44.5 million, including a pre-tax charge of $27.4 million, or $0.41 per share net of tax, related to note redemptions of $260 million. (The note redemptions of $260 million and the $16.4 million after tax charge taken in the comparable period of calendar 2004 were reported as part of the Company's third quarter and fiscal year end results under its prior fiscal calendar.)

As of September 30, 2005, the Company's backlog was $3.7 billion, compared to $3.6 billion as of December 31, 2004.

Commenting on the Company's financial results, Martin M. Koffel, Chairman and Chief Executive Officer, stated: "Our results reflect revenue growth across all four of our market sectors - federal, state and local government, private and international - with particularly noteworthy performance in our state and local government business, which is reflecting the recovery in the state budgets. In addition, our focus on cash management enabled us to make further progress with our debt reduction program, which has significantly reduced our interest expense and enhanced profitability."

Mr. Koffel added: "Fundamental conditions remain positive across each of our market sectors, positioning us well for the balance of the year and into 2006. Federal spending trends for defense and homeland security continue to be strong, and tax revenues at the state and local levels have shown marked improvement. The recovery in state and local tax revenues, combined with the recently passed federal highway bill, has cleared the way for additional infrastructure spending and is already resulting in new opportunities for URS. In addition, our private sector and international businesses are continuing to benefit from our diversified business portfolio and strong relationships with key private and public sector clients around the world."

Business Segments

In addition to providing consolidated financial results, the Company provides separate financial information for its two segments: the URS Division and the EG&G Division. The URS Division includes the Company's work in the state and local government market, the private sector and the international business. In addition, the URS Division includes a portion of the Company's federal business, consisting primarily of facilities and environmental services. The EG&G Division primarily serves the federal government market, providing a range of operations and maintenance and technical support services.

URS Division. For the third quarter of fiscal 2005, the URS Division reported revenues of $625.0 million and operating income of $46.3 million, compared to revenues of $563.5 million and operating income of $44.3 million for the corresponding period in 2004.

For the nine months ended September 30, 2005, the URS Division reported revenues of $1.86 billion and operating income of $136.8 million, compared to revenues of $1.71 billion and operating income of $129.4 million for the same period last year.

EG&G Division. For the third quarter of fiscal 2005, the EG&G Division reported revenues of $339.8 million and operating income of $16.7 million, compared to revenues of $298.6 million and operating income of $15.7 million for the corresponding period in 2004.

For the nine months ended September 30, 2005, the EG&G Division reported revenues of $996.2 million and operating income of $47.4 million, compared to revenues of $847.8 million and operating income of $41.4 million for the same period last year.

Outlook for the Remainder of Fiscal 2005

Based on revenue growth for the nine months of 2005 and the continued positive outlook for the Company's markets, URS is reaffirming its financial guidance for fiscal 2005. The Company continues to expect that consolidated revenues will be between $3.7 billion and $3.8 billion for the year.

The Company continues to expect that net income for the year will be approximately $102 million, excluding the charge of $20 million, net of tax, related to note redemptions during the year, or $82 million including the charge. The Company continues to expect that earnings per share for 2005 will be approximately $2.10 to $2.12, excluding the charge of $0.39 per share, net of tax, related to the note redemptions, the resulting interest savings and the effect of the public stock offering we completed in the second quarter of fiscal 2005.

The Company is raising its guidance regarding repayment of debt for 2005. It now expects to repay approximately $100 million of debt during fiscal 2005, excluding the debt redemption of $127 million funded by our stock offering completed during the second quarter. Previously, the Company had expected to repay approximately $80 million of debt in fiscal 2005.

Web cast Information

URS will host a dial-in conference call on Wednesday, November 9, 2005 at 11:00 a.m. (ET), to discuss its third quarter fiscal 2005 results. A live web cast of this call will be available on the Investor Relations portion of the 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, 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 28,000 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).

Statements contained in this earning release that are not historical facts may constitute forward-looking statements, including statements relating to the Company's future revenue, future earnings, future debt repayment and future business prospects. 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 dependence on government appropriations and procurements; the Company's ability to make accurate estimates; the Company's ability to bid on contracts and execute contracts and guarantees; the Company's leveraged position; the Company's ability to service its debt; liability 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; risks associated with SFAS 123(R); risks associated with international operations; project management and accounting software risks; terrorist and natural disaster risks; the Company's relationship with its labor unions; and other factors discussed more fully in the Company's Form 10-Q for the third quarter of fiscal 2005, 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.

(1) As previously announced, the Company changed to a calendar fiscal
    year, effective January 1, 2005. URS now reports its financial
    results on a 52/53-week fiscal year ending on the Friday closest
    to December 31, with interim quarters ending on the Fridays on or
    closest to, March 31, June 30 and September 30.


                   URS CORPORATION AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEETS - UNAUDITED
                 (In thousands, except per share data)

                                            September 30, December 31,
                                                 2005         2004
                                            ------------  ------------
                   ASSETS
Current assets:
 Cash and cash equivalents, including
  $27,213 and $59,175 of short-term money
  market funds, respectively                 $    86,823  $   108,007
 Accounts receivable, including retainage of
  $41,064 and $43,844 respectively               592,666      579,953
 Costs and accrued earnings in excess of
  billings on contracts in process               470,561      400,418
 Less receivable allowances                      (43,608)     (38,719)
                                              -----------  -----------
     Net accounts receivable                   1,019,619      941,652
 Deferred income taxes                            21,945       20,614
 Prepaid expenses and other assets                47,969       26,061
                                              -----------  -----------
     Total current assets                      1,176,356    1,096,334
Property and equipment at cost, net              144,797      142,907
Goodwill                                       1,006,253    1,004,680
Purchased intangible assets, net                   5,831        7,749
Other assets                                      50,547       52,010
                                              -----------  -----------
                                             $ 2,383,784  $ 2,303,680
                                              ===========  ===========
    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Book overdraft                              $     7,280  $    70,871
 Notes payable and current portion of long-
  term debt                                       26,464       48,338
 Accounts payable and subcontractors
  payable, including retainage of $13,409
  and $13,302, respectively                      207,945      144,435
 Accrued salaries and wages                      175,974      171,004
 Accrued expenses and other                       62,595       59,914
 Billings in excess of costs and accrued
  earnings on contracts in process               109,470       84,393
                                              -----------  -----------
     Total current liabilities                   589,728      578,955
Long-term debt                                   335,069      508,584
Deferred income taxes                             44,852       36,305
Other long-term liabilities                      105,033       97,715
                                              -----------  -----------
     Total liabilities                         1,074,682    1,221,559
                                              -----------  -----------
Commitments and contingencies
Stockholders' equity:
 Common shares, par value $.01; authorized
  100,000 shares; 49,546 and 43,838 shares
  issued, respectively; and 49,494 and
  43,786 shares outstanding, respectively            495          438
 Treasury stock, 52 shares at cost                  (287)        (287)
 Additional paid-in capital                      909,506      734,843
 Accumulated other comprehensive income            2,138        6,418
 Retained earnings                               397,250      340,709
                                              -----------  -----------
     Total stockholders' equity                1,309,102    1,082,121
                                              -----------  -----------
                                             $ 2,383,784  $ 2,303,680
                                              ===========  ===========


                   URS CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                               UNAUDITED
                 (In thousands, except per share data)

                           Three Months Ended     Nine Months Ended
                          -------------------- -----------------------
                           September September  September   September
                           30, 2005  30, 2004   30, 2005    30, 2004
                          ---------- --------- ----------- -----------

Revenues                   $962,940  $861,681  $2,846,556  $2,554,307
Direct operating expenses   627,199   548,589   1,836,655   1,617,948
                            --------  --------  ----------  ----------
 Gross profit               335,741   313,092   1,009,901     936,359
Indirect, general and
 administrative expenses    282,771   263,112     889,949     818,627
                            --------  --------  ----------  ----------
 Operating income            52,970    49,980     119,952     117,732
Interest expense, net         4,513    10,326      24,771      43,597
                            --------  --------  ----------  ----------
 Income before income taxes  48,457    39,654      95,181      74,135
Income tax expense           19,620    15,860      38,640      29,650
                            --------  --------  ----------  ----------
 Net income                  28,837    23,794      56,541      44,485
Other comprehensive income
 (loss):
Minimum pension liability
 adjustment                      --        --        (270)         --
Foreign currency translation
 adjustments                   (229)      600      (4,010)      1,596
                            --------  --------  ----------  ----------
 Comprehensive income      $ 28,608  $ 24,394  $   52,261  $   46,081
                            ========  ========  ==========  ==========
Net income per common
 share:
Basic                      $    .59  $    .55  $     1.23  $     1.12
                            ========  ========  ==========  ==========
Diluted                    $    .58  $    .55  $     1.20  $     1.11
                            ========  ========  ==========  ==========
Weighted-average shares
 outstanding:
Basic                        48,934    43,388      45,836      39,661
                            ========  ========  ==========  ==========
Diluted                      50,116    43,604      46,946      40,044
                            ========  ========  ==========  ==========


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

                          Three Months Ended      Nine Months Ended
                        ----------------------- ----------------------
                         September  September   September   September
                         30, 2005   30, 2004    30, 2005    30, 2004
                        ----------- ----------- ----------- ----------

Cash flows from
 operating activities:
Net income              $   28,837  $   23,794  $   56,541  $  44,485
                         ----------  ----------  ----------  ---------
Adjustments to reconcile
 net income to net cash
 provided by operating
 activities:
   Depreciation and
    amortization             9,356      10,044      29,225     31,003
   Amortization of
    financing fees             442       1,475       3,315      4,943
   Gain on disposal of
    property and
    equipment                   (9)         --        (319)        --
   Costs incurred for
    extinguishment of
    debt                        18       1,562      33,125     27,393
   Provision for doubtful
    accounts                 2,808        (891)      7,865      9,658
   Deferred income taxes     4,080         710       7,216     (3,458)
   Stock compensation        1,016       1,699       4,508      3,020
   Tax benefit of stock
    compensation             4,667         (81)      9,269      3,832
Changes in assets and
 liabilities:
   Accounts receivable
    and costs and accrued
    earnings in excess of
    billings on contracts
    in process             (31,713)    (53,164)    (85,829)   (37,137)
   Prepaid expenses and
    other assets            (7,902)      5,209     (25,532)    (5,886)
   Accounts payable,
    accrued salaries and
    wages and accrued
    expenses                20,393      35,380      70,779     26,073
   Billings in excess of
    costs and accrued
    earnings on contracts
    in process              10,317      10,736      25,077     (7,074)
   Other long-term
    liabilities              3,394      (2,379)      7,317        (80)
   Other liabilities, net      245        (460)     (8,603)       591
                         ----------  ----------  ----------  ---------
    Total adjustments
     and changes            17,112       9,840      77,413     52,878
                         ----------  ----------  ----------  ---------
     Net cash from
      operating activities  45,949      33,634     133,954     97,363
                         ----------  ----------  ----------  ---------
Cash flows from
 investing activities:
   Payment of business
    acquisition             (1,353)         --      (1,353)        --
   Proceeds from disposal
    of property and
    equipment                  282          --       2,182         --
   Capital expenditures,
    less equipment
    purchased through
    capital leases          (7,802)     (2,949)    (16,897)   (14,695)
                         ----------  ----------  ----------  ---------
     Net cash from
      investing
      activities            (8,873)     (2,949)    (16,068)   (14,695)
                         ----------  ----------  ----------  ---------
Cash flows from
 financing activities:
  Long-term debt
    principal payments     (32,393)    (20,976)   (535,919)  (288,633)
  Long-term debt
   borrowings                  105          32     351,376     26,496
   Net borrowings
    (payments) under the
    line of credit          (3,039)      3,417     (16,750)    19,961
   Net change in book
    overdraft                6,251      (4,579)    (63,591)   (13,438)
   Capital lease
    obligations payments    (4,313)     (3,823)    (11,184)   (10,866)
   Short-term note
    borrowings               1,839          --       3,714      1,540
   Short-term note
    payments                  (270)     (1,447)     (3,610)    (1,557)
   Proceeds from common
    stock offering, net
    of related expenses         (3)         --     130,257    204,287
   Proceeds from sale of
    common stock from
    employee stock
    purchase plan and
    exercise of stock
    options                  5,061       6,708      30,687     23,970
   Tender and call
    premiums paid for
    debt extinguishment         (2)     (1,225)    (19,421)   (19,075)
   Payments of financing
    fees                      (213)        (87)     (4,629)    (1,280)
                         ----------  ----------  ----------  ---------
       Net cash from
        financing
        activities         (26,977)    (21,980)   (139,070)   (58,595)
                         ----------  ----------  ----------  ---------
          Net increase
           (decrease) in
           cash and cash
           equivalents      10,099       8,705     (21,184)    24,073
Cash and cash equivalents
 at beginning of period     76,724      50,112     108,007     34,744
                         ----------  ----------  ----------  ---------
Cash and cash equivalents
 at end of period       $   86,823  $   58,817  $   86,823  $  58,817
                         ==========  ==========  ==========  =========


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

                           Three Months Ended      Nine Months Ended
                        ----------------------- ----------------------
                         September  September    September   September
                         30, 2005   30, 2004     30, 2005    30, 2004
                        ----------- ----------- ----------- ----------
Supplemental information:
   Interest paid        $    4,732  $   13,406  $  25,611   $  48,336
                         ==========  ==========  ==========  =========
   Taxes paid           $    6,925  $    7,540  $  28,285   $  32,582
                         ==========  ==========  ==========  =========
   Equipment acquired
    through capital
    lease obligations   $    2,328  $    1,871  $  14,891   $  10,754
                         ==========  ==========  ==========  =========


                   URS CORPORATION AND SUBSIDIARIES
   RECONCILIATION OF NET INCOME AND EARNINGS PER SHARE BEFORE LOSSES
                        FROM DEBT TRANSACTIONS

Our earnings release discusses net income and earnings per share
("EPS") for the three and nine months ended September 30, 2005 and
September 30, 2004, excluding the effect of the charges for the
redemptions and refinancing of debt. Excluding the effects of these
charges from net income and EPS is not in accordance with generally
accepted accounting principles ("GAAP"). We are providing these
non-GAAP measures to demonstrate the effect of the debt refinancing
charges on net income and EPS amounts for the three and nine months
ended September 30, 2005 and September 30, 2004. The debt refinancing
charges were not part of our normal, recurring business operations and
therefore, we believe these non-GAAP measures help investors gain a
more complete understanding of our business since they provide for a
more comprehensive comparison with our historical results. Net income
and EPS excluding the effects of these debt charges should not be used
as a substitute for net income and EPS prepared in conformity with
GAAP, or as a GAAP measure of profitability.

    Net income and EPS, excluding the effects of debt redemptions and
refinancing charges for the three and nine months ended September 30,
2005 and September 30, 2004, are calculated as follows:

                            Three Months Ended September 30, 2005
                       -----------------------------------------------
                        Income                      Weighted-
                       before    Income              Average  Earnings
                        Income    Tax       Net      Shares     per
                        Taxes    Expense   Income  Outstanding Share
                       -------- -------- -------- ----------- --------
                            (In thousands, except per share data)
Amounts excluding the
 effect below          $48,475  $19,630    $28,845    50,116   $ 0.58
Effect of a charge
 related to note
 redemption and
 refinancing of the Old
 Credit Facility           (18)     (10)      (8)     50,116    (0.00)
                        -------  -------  -------               ------

Amounts reported under
 GAAP                  $48,457  $19,620    $28,837    50,116   $ 0.58
                        =======  =======    =======             ======


                            Nine Months Ended September 30, 2005
                    --------------------------------------------------
                        Income                      Weighted-
                       before    Income              Average  Earnings
                        Income    Tax       Net      Shares     per
                        Taxes    Expense   Income  Outstanding Share
                       -------- -------- -------- ----------- --------
                          (In thousands, except per share data)
Amounts excluding
 the effect below     $128,306  $52,090   $76,216    46,946    $ 1.62
Effect of a charge
 related to note
 redemptions and
 refinancing of the
 Old Credit Facility   (33,125) (13,450)  (19,675)   46,946     (0.42)
                       -------- --------  --------              ------
Amounts reported
 under GAAP            $ 95,181 $38,640   $56,541    46,946    $ 1.20
                       ======== =======   =======              ======


                   URS CORPORATION AND SUBSIDIARIES
   RECONCILIATION OF NET INCOME AND EARNINGS PER SHARE BEFORE LOSSES
                        FROM DEBT TRANSACTIONS

                            Three Months Ended September 30, 2004
                       -----------------------------------------------
                        Income                      Weighted-
                       before    Income              Average  Earnings
                        Income    Tax       Net      Shares     per
                        Taxes    Expense   Income  Outstanding Share
                       -------- -------- -------- ----------- --------
                            (In thousands, except per share data)
Amounts excluding the
 effect below          $41,216  $16,480  $24,736    43,604     $ 0.57
Effect of a charge
 related to note
 redemptions            (1,562)    (620)    (942)   43,604      (0.02)
                        -------  -------  -------               ------

Amounts reported under
 GAAP                  $39,654  $15,860  $23,794    43,604     $ 0.55
                        =======  =======  =======               ======

                            Nine Months Ended September 30, 2004
                    --------------------------------------------------
                        Income                      Weighted-
                       before    Income              Average  Earnings
                        Income    Tax       Net      Shares     per
                        Taxes    Expense   Income  Outstanding Share
                       -------- -------- -------- ----------- --------
                          (In thousands, except per share data)
Amounts excluding
 the effect below    $101,528  $ 40,610  $ 60,918     40,044   $ 1.52
Effect of a charge
 related to note
 redemptions          (27,393)  (10,960)  (16,433)    40,044    (0.41)
                     --------  --------  --------               ------

Amounts reported
 under GAAP          $ 74,135  $ 29,650  $ 44,485     40,044   $ 1.11
                     ========  ========  ========               ======


                   URS CORPORATION AND SUBSIDIARIES
     RECONCILIATION OF PROJECTED NET INCOME AND EARNINGS PER SHARE
              BEFORE ACCOUNTING FOR CERTAIN TRANSACTIONS

    Our earnings release discusses projected net income and earnings
per share ("EPS") for fiscal year 2005, excluding the effect of the
charges for the redemptions and refinancing of debt. The table below
presents our EPS excluding the effects of (1) the additional four
million shares resulting from the Company's stock offering; (2) the
$33 million charge related to the charges for the Company's note
redemptions and refinancing of debt; and (3) the $10 million in
interest savings the Company expects to realize during fiscal year
2005 as a result of the note redemptions and the refinancing of debt.
Excluding the effects of these charges from net income and EPS is not
in accordance with generally accepted accounting principles ("GAAP").
We are providing these non-GAAP measures to demonstrate the projected
effects of our common stock offering and the related changes in our
capital structure for our total fiscal year 2005. The debt refinancing
charges were not part of our normal, recurring business operations and
therefore we believe these non-GAAP measures help investors gain a
more complete understanding of our business since they provide for a
more comprehensive comparison with our historical results. Net income
and EPS excluding the effects of these items should not be used as a
substitute for net income and EPS prepared in conformity with GAAP, or
as a GAAP measure of profitability.

    Projected net income and EPS excluding the effects of the items
mentioned above for fiscal year are calculated as follows:

                                    Fiscal Year 2005
                   ---------------------------------------------------
                        Income                      Weighted-
                       before    Income              Average  Earnings
                        Income    Tax       Net      Shares     per
                        Taxes    Expense   Income  Outstanding Share
                       -------- -------- -------- ----------- --------
                          (In thousands, except per share data)
Projected amounts
 excluding the
 effects below     $ 161,900  $ 66,400   $ 95,500    45,500   $  2.10
Effect of public
 stock offering           --        --        --     50,400     (0.08)
Effect of a charge
 related to note
 redemptions and
 refinancing of the
 Old Credit
 Facility            (33,100)  (13,600)   (19,500)   45,500     (0.43)
Effect of interest
 savings due to
 note redemptions
 and refinancing of
 the Old Credit
 Facility             10,200     4,200      6,000    50,400      0.12
                    ---------  --------   --------            -------

Amounts projected
 under GAAP        $ 139,000  $ 57,000   $ 82,000    48,000   $  1.71
                    =========  ========  ========              =======

SOURCE: URS Corporation

URS Corporation
Kent P. Ainsworth, 415-774-2700
or
Citigate Sard Verbinnen
Hugh Burns, Jamie Tully or Kara Findlay, 212-687-8080