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URS Corporation Reports First Quarter Results for Fiscal 2003; Provides Guidance for Second Quarter of Fiscal 2003

    SAN FRANCISCO--March 13, 2003--URS Corporation today reported revenues of $758,033,000 for the first quarter of fiscal 2003, ended January 31, up 40% over the $542,998,000 reported for the first quarter of fiscal 2002. Net income was $5,950,000, compared to the $13,290,000 reported in the year-ago period. Earnings per share in the first quarter of fiscal 2003 were $0.18 fully diluted, compared to $0.52 in the first quarter of fiscal 2002. The Company's first quarter results include a non-cash charge of $2,500,000 before tax, or $0.05 per share, related to the vesting of restricted stock, which was accelerated by conversion of preferred stock into common stock following the acquisition of EG&G Technical Services.
    As of January 31, 2003, the Company's backlog was $2,639,800,000 compared with $2,565,000,000 as of October 31, 2002.
    Martin M. Koffel, Chairman and Chief Executive Officer of URS stated: "Our results this quarter, the first full quarter with our EG&G division, were in line with the guidance we provided last December. Our federal government business, which now accounts for almost half of our revenues, has continued to benefit from increased spending on defense and environmental programs. As expected, projected state budget deficits have affected expenditures on infrastructure programs, resulting in project delays and, in some cases, cancellations. While revenue has remained steady in the private sector, we continue to face pricing pressures due to reduced capital spending and cost cutting initiatives by large multinational corporations."
    Mr. Koffel continued: "The conditions now facing our state and local government market, and our private sector business, were anticipated in our planning and forecasting for fiscal 2003. As previously indicated, we have adjusted our cost structure to match current and expected economic conditions. These initiatives are expected to result in cost reductions of approximately $30 million in fiscal 2003."
    As previously announced, URS has reached an agreement with its bank lenders to amend certain covenants on the Company's senior secured credit facility for the period from the first quarter of fiscal 2003 through the first quarter of fiscal 2004. While the Company has remained in compliance with the original covenants, the amendment will provide additional flexibility that the Company believes is prudent given continued uncertainties about the overall economy.

    Fiscal 2003 and Second Quarter Outlook

    The Company reaffirmed its earnings per share guidance of approximately $1.75 for the 2003 fiscal year. URS currently expects to achieve 26% to 29% of its full year earnings per share during the second quarter of fiscal 2003.
    Commenting on the Company's outlook, Mr. Koffel stated: "URS remains in a strong competitive position. We continue to win important new projects, and our backlog has increased. In addition, the recent passage of the 2003 Omnibus Spending Bill and the 2004 Department of Defense budget request has reinforced our expectations for continued growth in the federal market. However, given the continued economic uncertainties, and particularly the state revenue shortfalls, we are being conservative about the rate at which we expect backlog to convert into revenue during the remainder of fiscal 2003."
    URS Corporation offers a broad range of planning, design, program and construction management, systems integration, and operations and maintenance services for transportation, hazardous waste, industrial processing and petrochemical, general building, water/wastewater, military facilities and equipment platforms, and security projects. Headquartered in San Francisco, the Company operates in more than 20 countries with approximately 25,000 employees providing engineering services to federal, state and local governmental agencies as well as private clients in the chemical, manufacturing, pharmaceutical, forest products, mining, oil and gas, and utilities industries (www.urscorp.com).

    URS will host a dial-in conference call on Friday, March 14, 2003 at 11:00 a.m. (EST), to discuss its fiscal 2003 first quarter results. A live web cast of this call will be available on URS' website at www.urscorp.com.

    Statements contained in this press release that are not historical facts may constitute forward-looking statements, including statements about the Company's expected financial results and its opportunities for future growth. 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. The Company cautions that a variety of factors could cause the Company's business and financial results to differ materially from those expressed or implied in forward-looking statements. These factors include, but are not limited to: the Company's ability to successfully integrate the EG&G business just acquired; the Company's leveraged position; the ability of the Company to service its debt; deterioration in current economic conditions, particularly at the state and local level; the Company's ability to pursue business strategies; the Company's continued dependence on federal, state and local appropriations for infrastructure spending; pricing pressures; changes in the regulatory environment; outcomes of pending and future litigation; the Company's ability to attract and retain qualified professionals; industry competition; changes in international trade, monetary and fiscal policies; the ability of the Company to integrate future acquisitions successfully; the Company's ability to successfully integrate its accounting and management information systems; and other factors discussed more fully in the Company's reports 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
                     CONSOLIDATED BALANCE SHEETS
                (In thousands, except per share data)


                                              January 31,  October 31,
                                                  2003       2002
                                               ---------- ------------
                                              (unaudited)
                     ASSETS
Current assets:
 Cash and cash equivalents                          $9,844     $9,972
 Accounts receivable                               569,130    596,275
 Costs and accrued earnings in excess of
  billings on contracts in process                 386,827    374,651
 Less receivable allowances                        (30,646)   (30,710)
                                               ----------- -----------
     Net accounts receivable                       925,311    940,216
                                               ----------- -----------
 Deferred income taxes                              20,195     17,895
 Prepaid expenses and other assets                  22,962     20,248
                                               ----------- -----------
     Total current assets                          978,312    988,331
Property and equipment at cost, net                155,897    156,524
Goodwill, net                                    1,000,680  1,001,629
Purchased intangible assets, net                    13,953     14,500
Other assets                                        65,954     68,108
                                               ----------- -----------
                                                $2,214,796 $2,229,092
                                               =========== ===========
LIABILITIES, MANDATORILY REDEEMABLE SECURITIES,
            AND STOCKHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt                 $32,683    $30,298
 Accounts payable                                  166,223    204,389
 Accrued salaries and wages                        106,285    101,287
 Accrued expenses and other                        123,479    115,545
 Billings in excess of costs and accrued
  earnings on contracts in process                  95,007     92,235
                                               ----------- -----------
     Total current liabilities                     523,677    543,754
Long-term debt                                     916,946    923,863
Deferred income taxes                               41,229     40,629
Deferred compensation and other                     37,456     40,261
                                               ----------- -----------
     Total liabilities                           1,519,308  1,548,507
                                               ----------- -----------
Commitments and contingencies
Mandatorily redeemable Series D senior
 convertible participating preferred stock, par
 value $.01; authorized 100 shares; issued and
 outstanding 0 and 100 shares, respectively;
 liquidation preference $0 and $46,733,
 respectively                                           --     46,733
                                               ----------- -----------
Mandatorily redeemable Series E senior
 cumulative convertible participating preferred
 stock, par value $.01; authorized 100 shares;
 issued and outstanding 0 and 0 shares,
 respectively; liquidation preference $0 and $0,
 respectively                                           --         --
                                               ----------- -----------
Stockholders' equity:
 Common shares, par value $.01; authorized
  50,000 shares; issued and outstanding 32,490
  and 30,084 shares, respectively                      325        301
 Treasury stock, 52 shares at cost                    (287)      (287)
 Additional paid-in capital                        472,043    418,705
 Accumulated other comprehensive loss               (2,807)    (5,132)
 Retained earnings                                 226,214    220,265
                                               ----------- -----------
     Total stockholders' equity                    695,488    633,852
                                               ----------- -----------
                                                $2,214,796 $2,229,092
                                               =========== ===========


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



                                                   Three Months Ended
                                                       January 31,
                                                   -------------------
                                                       2003      2002
                                                   --------- ---------
                                                       (unaudited)

Revenues                                           $758,033  $542,998
Direct operating expenses                           483,597   330,816
                                                   --------- ---------
  Gross profit                                      274,436   212,182
                                                   --------- ---------
Indirect expenses:
  Indirect, general and administrative              243,246   176,846
  Interest expense, net                              21,280    12,616
                                                   --------- ---------
                                                    264,526   189,462
                                                   --------- ---------
Income before taxes                                   9,910    22,720
Income tax expense                                    3,960     9,430
                                                   --------- ---------
Net income                                            5,950    13,290
Preferred stock dividend                                 --     2,418
                                                   --------- ---------
Net income available for common stockholders          5,950    10,872
Other comprehensive income (loss):
     Foreign currency translation adjustments         2,325    (2,978)
                                                   --------- ---------
Comprehensive income                                 $8,275    $7,894
                                                   ========= =========
Net income per common share:
  Basic                                                $.18      $.60
                                                   ========= =========
  Diluted                                              $.18      $.52
                                                   ========= =========
Weighted-average shares outstanding:
  Basic                                              32,324    18,264
                                                   ========= =========
  Diluted                                            32,574    25,570
                                                   ========= =========


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

                                                       Three Months
                                                           Ended
                                                        January 31,
                                                     -----------------
                                                        2003     2002
                                                     -------- --------
                                                        (unaudited)

Cash flows from operating activities:
  Net income                                          $5,950  $13,290
                                                     -------- --------
  Adjustments to reconcile net income to net cash
   provided by operating activities:
       Depreciation and amortization                  11,497    7,403
       Amortization of financing fees                  1,751      921
       Receivable allowances                             (64)   1,298
       Stock compensation                              2,956      518
  Changes in current assets and liabilities, net of
   business acquired:
   Accounts receivable and costs and accrued earnings
    in excess of billings on contracts in process     14,969   24,404
       Prepaid expenses and other assets              (2,714)     793
   Accounts payable, accrued salaries and wages and
    accrued expenses                                 (25,234) (31,343)
   Billings in excess of costs and accrued earnings
    on contracts in process                            2,772   (1,696)
       Deferred income taxes                          (1,700)   1,176
       Deferred compensation and other                (2,805)    (145)
       Other, net                                      3,095    6,148
                                                     -------- --------
            Total adjustments                          4,523    9,477
                                                     -------- --------
          Net cash provided by operating activities   10,473   22,767
                                                     -------- --------
Cash flows from investing activities:
   Capital expenditures, less equipment purchased
    through capital leases of $6,204 and $11,542,
    respectively                                      (3,169) (17,669)
                                                     -------- --------
          Net cash used by investing activities       (3,169) (17,669)
                                                     -------- --------
Cash flows from financing activities:
   Long-term debt principal payments                  (4,290)  (9,209)
   Long-term debt borrowings                             300       --
   Line of credit borrowings                          34,741    9,880
   Line of credit principal payments                 (37,644)  (9,880)
   Capital lease obligations payments                 (4,180)  (3,384)
   Short-term note borrowings                             87       --
   Short-term note payments                             (118)  (1,069)
   Proceeds from sale of common shares and exercise
    of stock options                                   3,672    6,733
                                                     -------- --------
          Net cash used by financing activities       (7,432)  (6,929)
                                                     -------- --------
          Net decrease in cash                          (128)  (1,831)
Cash and cash equivalents at beginning of period       9,972   23,398
                                                     -------- --------
Cash and cash equivalents at end of period            $9,844  $21,567
                                                     ======== ========
Supplemental Information:
   Interest paid                                      $8,102   $6,124
                                                     ======== ========
   Taxes paid                                         $1,784   $8,405
                                                     ======== ========
   Equipment acquired with capital lease obligations  $6,204  $11,542
                                                     ======== ========
   Non-cash dividends paid in-kind                       $--   $2,402
                                                     ======== ========
   Conversion of Series D preferred stock to common
    stock                                            $46,733      $--
                                                     ======== ========