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URS Corporation Reports Third Quarter Results for Fiscal 2007

SAN FRANCISCO--URS Corporation 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 Companys backlog was $5.80 billion, compared to $4.64 billion as of December 29, 2006, an increase of 25%.

Commenting on the Companys 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.

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 Divisions revenues include the Companys 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.

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 Companys 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).

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 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 Companys business and financial results to differ materially from those expressed or implied in the Companys forward-looking statements. These factors include, but are not limited to: an economic downturn; changes in the Companys book of business; the Companys compliance with government contract procurement regulations; the Companys ability to procure government contracts; the Companys reliance on government appropriations; the ability of the government to unilaterally terminate the Companys contracts; the Companys ability to make accurate estimates and control costs; the Companys and the Companys partners ability to bid on, win, perform and renew contracts and projects; the Companys 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 Companys ability to maintain adequate insurance coverage; a decline in defense spending; industry competition; the Companys ability to attract and retain key individuals; employee, agent or partner misconduct; risks associated with changes in equity-based compensation requirements; the Companys leveraged position and ability to service the Companys debt; the Companys future indebtedness upon the completion or termination of the Companys 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 Companys relationships with its labor unions; the Companys 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 Companys 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 Companys 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 Groups 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.

URS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - UNAUDITED

(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  

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 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  

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  

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

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