EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 exhibit99-1.htm
 
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Contacts:
   
URS Corporation
Sam Ramraj
Vice President,
Investor Relations
(415) 774-2700
 
Sard Verbinnen & Co
Jamie Tully/Delia Cannan
(212) 687-8080

URS CORPORATION REPORTS FIRST QUARTER FISCAL 2014 RESULTS

Reaffirms Outlook for Fiscal 2014
 
SAN FRANCISCO, CA – May 13, 2014 – URS Corporation (NYSE: URS) today reported its financial results for the first quarter of fiscal 2014, which ended on April 4, 2014.
 
First Quarter Highlights
 
·  
Revenues were $2.5 billion.
·  
Operating Income was $87 million.
·  
Net Income was $27 million, or $0.37 per share on a diluted basis (“GAAP EPS”).
·  
Cash Earnings per Share* (“Cash EPS”) was $0.60.
·  
Earnings before Interest, Taxes, Depreciation and Amortization* (“EBITDA”) was $131 million.
·  
Cash Used for Operations was $132 million.
·  
Book of business at the end of the quarter was $23.0 billion, including backlog of $11.2 billion.
·  
Company repurchased 5.7 million shares for $266 million.
 
Outlook for Fiscal 2014 is Reaffirmed
 
URS continues to expect that fiscal 2014 consolidated revenues will be between $10.8 billion and $11.2 billion.  The Company expects fiscal 2014 GAAP EPS will be between $3.20 and $3.50 and Cash EPS for fiscal 2014 will be between $4.13 and $4.43, on a fully diluted basis. URS continues to expect that 2014 net cash from operating activities will be between $725 million and $775 million. URS now expects fully diluted, weighted average shares outstanding for 2014 will be approximately 70 million. The Company expects its average effective tax rate for 2014 will be approximately 33%.
 
 
 
__________________
* A non-GAAP measure.
 
 
 
i

 
 
A reconciliation of EBITDA to Net Income and Cash EPS to GAAP EPS for the first quarter of fiscal year 2014 is attached to this release and available on the investor relations page of URS’ website at www.urs.com.
 
Commenting on the Company’s financial results and outlook, Martin M. Koffel, Chairman and Chief Executive Officer, stated:  “URS had a solid quarter operationally, with both operating income and net income meeting our expectations. Although our reported results reflect a higher effective tax rate, we expect that it will be lower over the remainder of the year. The decrease in year over year revenues is due in large part to the wind-down of our successful chemical demilitarization contracts.”
 
Koffel continued: “Our oil and gas business performed in line with our expectations as it continued to recover from challenges last year. We are pleased with the growth in our oil and gas backlog and near-term prospects, which reflects developing momentum in this business.  We also achieved strong growth in our power business this quarter, and continue to see robust opportunities in the infrastructure and industrial sectors, and an improved contracting environment in our federal business.”
 
“Based on recent and upcoming project starts, our book of business and a robust pipeline of new bidding opportunities, we continue to expect our financial performance to be much stronger in the second half of the year. Accordingly, we expect to achieve the financial guidance we have given for 2014 and to generate substantial free cash flow during the remainder of the year.”
 
During the quarter, the Company repurchased 5.7 million shares amounting to $266 million, and paid $15 million in dividends.
 
First Quarter 2014 Results
 
Revenues for first quarter were $2.5 billion, compared with $2.8 billion in the first quarter of fiscal 2013.  Operating income for the quarter was $87 million, compared with $153 million reported in the first quarter of fiscal 2013.  Revenues and operating income in the first quarter of 2014 derived from our chemical demilitarization program decreased $163 million and $67 million, respectively, from the first quarter of 2013.
 
 
 
ii

 
 
The Company’s effective income tax rates for the three months ended April 4, 2014 increased to 39.3% from 32.7% for the three months ended March 29, 2013.  The higher rate was attributable to incurred losses in some international entities that were non-deductible for income tax purposes.  A portion of these losses were discrete to the first quarter, and we do not expect them to repeat in the remainder of the year.  Therefore, we expect the full-year tax rate to decline to approximately 33%.
 
Net Income was $27 million, compared with $72 million reported in the same quarter of fiscal 2013.  GAAP EPS for the first quarter of fiscal 2014 were $0.37, compared with $0.96 in the first quarter of fiscal 2013.  Net Income and GAAP EPS generated by our chemical demilitarization contracts decreased by approximately $40 million, or $0.54 per share, from the first quarter of 2013 to the first quarter of 2014.
 
Cash EPS for the quarter were $0.60, compared with Cash EPS of $1.22 for the first quarter of fiscal 2013.  EBITDA was $131 million for the quarter, compared to $203 million last year.
 
The Company’s backlog as of April 4, 2014 was $11.2 billion, compared to $11.3 billion on January 3, 2014, the last day of the Company’s 2013 fiscal year.  URS ended the quarter with a book of business of $23.0 billion, compared to $22.8 billion as of January 3, 2014.
 
Business Segment Results
 
In addition to providing consolidated financial results, URS reports separate financial information for its four segments: Infrastructure & Environment, Federal Services, Energy & Construction, and Oil & Gas.  Effective with the beginning of fiscal year 2014, the Company’s Global Management and Operations Services Group, which was a component of its Energy & Construction Division in fiscal year 2013, is operated and managed by its Federal Services Division.  The Company also realigned a portion of its facility construction, process engineering, and operations and maintenance services provided to the oil and gas industry among its Oil & Gas, Infrastructure & Environment, and Energy & Construction Divisions.
 
The Company revised and conformed the prior year segment amounts to its current year presentation to reflect the realignment of its operations among its divisions.
 
Infrastructure & Environment.  For the first quarter of fiscal 2014, the Infrastructure & Environment segment reported revenues of $850 million and operating income of $36 million, compared to revenues of $898 million and operating income of $40 million for the first quarter of fiscal 2013.
 
 
 
iii

 
 
Federal Services.  For the first quarter of fiscal 2014, the Federal Services segment reported revenues of $649 million and operating income of $57 million, compared to revenues of $907 million and an operating income of $115 million for the first quarter of fiscal 2013.  For the first quarter of 2014, revenues from our chemical demilitarization contracts totaled $89 million and operating income was $23 million.  This compares with $252 million in revenues and $90 million in operating income in the first quarter of last year.
 
For 2014, we expect chemical demilitarization contracts to contribute between $280 million and $290 million in revenues and between $80 million and $90 million in operating income.  This compares to $648 million in revenues and $213 million in operating income in 2013.
 
Energy & Construction.  For the first quarter of fiscal 2014, the Energy & Construction segment reported revenues of $544 million and operating income of $5 million, compared to revenues of $538 million and an operating income of $12 million for the first quarter of fiscal 2013.
 
Oil & Gas.  For the first quarter of fiscal 2014, the Oil & Gas segment reported revenues of $514 million and operating income of $11 million including $10 million in intangible amortization, compared to revenues of $508 million and an operating income of $9 million including $13 million in intangible amortization for the first quarter of fiscal 2013.
 
Quarterly Dividend
 
On May 9, 2014, the Company declared a quarterly cash dividend of $0.22 per common share.  The dividend will be paid on July 11, 2014 to stockholders of record as of June 20, 2014.  Future declarations of quarterly dividends are subject to the approval of URS’ Board of Directors.
 
Valuation Creation Committee of the Board of Directors
 
The Company stated that the Value Creation Committee of the Board of Directors is continuing to evaluate alternatives to enhance stockholder value. The Committee, the full Board, and advisors are coordinating closely. There is no timetable for the completion of the Committee’s work or for the potential implementation of its recommendations; however, the Committee intends to work expeditiously.
 
 
 
iv

 
 
Webcast Information
 
URS will host a dial-in conference call today, Tuesday, May 13, 2014 at 5:00 p.m. (EDT) to discuss its first quarter fiscal 2014 results.  A live webcast of this call will be available on the investor relations portion of URS’ website at http://investors.urs.com.
 
URS Corporation (NYSE: URS) is a leading provider of engineering, construction, and technical services for public agencies and private sector companies around the world. The Company offers a full range of program management; planning, design and engineering; systems engineering and technical assistance; construction and construction management; operations and maintenance; management and operations; information technology; and decommissioning and closure services. URS provides services for federal, oil and gas, infrastructure, power, and industrial projects and programs. Headquartered in San Francisco, URS Corporation has more than 50,000 employees in a network of offices in nearly 50 countries (www.urs.com).


 
v

 
 
TABLES TO FOLLOW
###
 
Statements contained in this earnings release that are not historical facts may constitute forward-looking statements, including statements relating to our future revenues, cash flows, net income and earnings per share, our future backlog and book of business, our future dividends, our future outstanding shares, our future tax rates, and other future business, economic and industry trends and conditions.  We believe that our expectations are reasonable and are based on reasonable assumptions; however, we caution against relying on any of our forward-looking statements as such forward-looking statements by their nature involve risks and uncertainties.  A variety of factors, including but not limited to the following, could cause our business and financial results, as well as the timing of events, to differ materially from those expressed or implied in our forward-looking statements: declines in the economy or client spending; changes to the federal budget; changes in our book of business; our compliance with government regulations; integration of acquisitions; employee, agent or partner misconduct; our ability to procure government contracts; liabilities for pending and future litigation; environmental liabilities; changes in oil, natural gas and other commodity prices; weather conditions; availability of bonding and insurance; our reliance on government appropriations; unilateral termination provisions in government contracts; impairment of our goodwill; our ability to make accurate estimates and assumptions; our accounting policies; workforce utilization; our and our partners’ ability to bid on, win, perform and renew contracts and projects; our dependence on partners, subcontractors and suppliers; customer payment defaults; our ability to recover on claims; impact of target and fixed-priced contracts on earnings; the inherent dangers at our project sites; the impact of changes in laws and regulations; nuclear indemnifications and insurance; misstatements in expert reports; a decline in defense spending; industry competition; our ability to attract and retain key individuals; retirement plan obligations; our leveraged position and the ability to service our debt; restrictive covenants in finance arrangements; risks associated with international operations; business activities in high security risk countries; information technology risks; natural and man-made disaster risks; our relationships with labor unions; our ability to protect our intellectual property rights; anti-takeover risks and other factors discussed more fully in our Form 10-K for the period ended January 3, 2014, as well as in other reports subsequently filed from time to time with the United States Securities and Exchange Commission.  The forward-looking statements represent our current intentions as of the date on which they were made and we assume no obligation to revise or update any forward-looking statements.



 
vi

 


URS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
 (In millions, except per share data)
 
 
 
April 4, 2014
   
January 3, 2014
 
ASSETS
 
 
   
 
 
Current assets:
 
 
   
 
 
Cash and cash equivalents
  $ 231     $ 284  
Accounts receivable, including retentions of $126 and $117, respectively
    1,377       1,393  
Costs and accrued earnings in excess of billings on contracts
    1,653       1,521  
Less receivable allowances
    (54 )     (65 )
Net accounts receivable
    2,976       2,849  
Other current assets
    245       258  
Total current assets
    3,452       3,391  
Investments in and advances to unconsolidated joint ventures
    239       245  
Property and equipment, net of accumulated depreciation of $699 and $676, respectively
    597       608  
Intangible assets, net
    541       570  
Goodwill
    3,693       3,696  
Other long-term assets
    207       208  
Total assets
  $ 8,729     $ 8,718  
LIABILITIES AND EQUITY
               
Current liabilities:
               
Current portion of long-term debt
  $ 48     $ 45  
Accounts payable and subcontractors payable, including retentions of $28 and $29, respectively
    622       688  
Accrued salaries and employee benefits
    473       507  
Billings in excess of costs and accrued earnings on contracts
    241       233  
Other current liabilities
    336       366  
Total current liabilities
    1,720       1,839  
Long-term debt
    2,069       1,667  
Deferred tax liabilities
    442       444  
Self-insurance reserves
    126       127  
Pension and post-retirement benefit obligations
    282       286  
Other long-term liabilities
    125       128  
Total liabilities
    4,764       4,491  
Commitments and contingencies
               
URS stockholders’ equity:
               
Preferred stock, authorized 3 shares; no shares outstanding
           
Common stock, par value $.01; authorized 200 shares; 89 and 89 shares issued, respectively; and 69 and 75 shares outstanding, respectively
    1       1  
Treasury stock, 20 and 14 shares at cost, respectively
    (854 )     (588 )
Additional paid-in capital
    3,046       3,038  
Accumulated other comprehensive loss
    (217 )     (201 )
Retained earnings
    1,843       1,831  
Total URS stockholders’ equity
    3,819       4,081  
Noncontrolling interests
    146       146  
Total stockholders’ equity
    3,965       4,227  
Total liabilities and stockholders’ equity
  $ 8,729     $ 8,718  


 
vii

 


URS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(In millions, except per share data)

 
 
Three Ended
 
 
 
April 4,
   
March 29,
 
 
 
2014
   
2013
 
 
 
 
   
 
 
Revenues
  $ 2,537     $ 2,803  
Cost of revenues
    (2,447 )     (2,651 )
General and administrative expenses
    (22 )     (23 )
Equity in income of unconsolidated joint ventures
    19       24  
Operating income
    87       153  
Interest expense
    (18 )     (21 )
Other expenses
    (4 )     (3 )
Income before income taxes
    65       129  
Income tax expense
    (26 )     (42 )
Net income including noncontrolling interests
    39       87  
Noncontrolling interests in income of consolidated subsidiaries
    (12 )     (15 )
Net income attributable to URS
  $ 27     $ 72  
 
               
 
               
Earnings per share:
               
Basic
  $ 0.38     $ 0.97  
Diluted
  $ 0.37     $ 0.96  
Weighted-average shares outstanding:
               
Basic
    71.6       74.4  
Diluted
    72.1       74.9  
 
               
Cash dividends declared per share
  $ 0.22     $ 0.21  


 
viii

 


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

 
 
Three Months Ended
 
 
 
April 4,
   
March 29,
 
 
 
2014
   
2013
 
Cash flows from operating activities:
 
 
   
 
 
Net income including noncontrolling interests
  $ 39     $ 87  
Adjustments to reconcile net income to net cash from operating activities:
               
Depreciation and amortization
    35       40  
Amortization of intangible assets
    25       28  
Gain on disposal of property and equipment
    (1 )     (1 )
Deferred income taxes
    (7 )     (7 )
Stock-based compensation
    6       11  
Equity in income of unconsolidated joint ventures
    (19 )     (24 )
Dividends received from unconsolidated joint ventures
    19       23  
Changes in operating assets, liabilities and other, net of effects of business acquisitions:
               
Accounts receivable and costs and accrued earnings in excess of billings on contracts
    (136 )     90  
Other current assets
    2       4  
Other long-term assets
    9       (91 )
Accounts payable, accrued salaries and employee benefits, and other current liabilities
    (103 )     (130 )
Billings in excess of costs and accrued earnings on contracts
    7       (15 )
Other long-term liabilities
    (8 )     35  
Total adjustments and changes
    (171 )     (37 )
Net cash from operating activities
    (132 )     50  
Cash flows from investing activities:
               
Proceeds from disposal of property and equipment
    4       3  
Changes in restricted cash
    1       2  
Capital expenditures, less equipment purchased through capital leases and equipment notes
    (15 )     (25 )
Net cash from investing activities
    (10 )     (20 )


 
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URS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (continued)
(In millions)

 
 
Three Months Ended
 
 
 
April 4,
   
March 29,
 
 
 
2014
   
2013
 
Cash flows from financing activities:
 
 
   
 
 
Payments on long-term debt
    (2 )     (1 )
Borrowings from revolving line of credit
    496       255  
Payments on revolving line of credit
    (109 )     (235 )
Net payments on other indebtedness
    (5 )     (7 )
Net change in overdrafts
    2       (31 )
Proceeds from employee stock purchases and exercises of stock options
    1       6  
Distributions to noncontrolling interests
    (14 )     (15 )
Dividends paid
    (15 )     (15 )
Repurchases of common stock
    (266 )     (45 )
Net cash from financing activities
    88       (88 )
Net change in cash and cash equivalents
    (54 )     (58 )
Effect of foreign exchange rate changes on cash and cash equivalents
    1       (8 )
Cash and cash equivalents at beginning of period
    284       315  
Cash and cash equivalents at end of period
  $ 231     $ 249  
 
               
Supplemental information:
               
Interest paid
  $ 28     $ 6  
Taxes paid
  $ 6     $ 10  
 
               
Supplemental schedule of non-cash investing and financing activities:
               
Equipment acquired with capital lease obligations and equipment note obligations
  $ 19     $ 18  
Cash dividends declared but not paid
  $ 18     $ 16  


 
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URS CORPORATION AND SUBSIDIARIES
RECONCILIATION SCHEDULES OF GAAP TO NON-GAAP MEASURES

Cash EPS and EBITDA in the tables below are not computed in accordance with GAAP. These non-GAAP measures are useful to us, and may be useful to investors, because they permit a comparison of the actual or expected performance of our ongoing business.  Cash EPS and EBITDA should not be used as substitutes for diluted EPS and net income prepared in conformity with GAAP, or as a GAAP measure of profitability or cash flows.
 
Below are the reconciliations of Cash EPS and EBITDA to GAAP EPS and GAAP Net Income for the three months ended April 4, 2014 and March 29, 2013, and for the guidance range for fiscal year 2014.
 

 
 
Three Months Ended
 
 
 
April 4, 2014
 
March 29, 2013
 
(In millions, except per share data)
 
 
 
 
Cash EPS
  $ 0.60     $ 1.22  
Intangible amortization expense, net of tax(1) 
    (0.23 )     (0.26 )
 
GAAP EPS
  $ 0.37     $ 0.96  
__________________
               
(1)
Amounts are net of tax effects of $0.12 and $0.11 for the three months ended April 4, 2014 and March 29, 2013, respectively.
 
 
 
 
 
Guidance for
Fiscal Year Ending on
January 2, 2015
 
(In millions, except per share data)
Lower Range
 
Upper Range
 
Cash EPS
  $ 4.13     $ 4.43  
Intangible amortization expense, net of tax(2) 
    (0.93 )     (0.93 )
 
GAAP EPS
  $ 3.20     $ 3.50  
__________________
               
(2)
Amounts are net of tax effects of $0.46 for both ranges.
 

 
 
 
Three Months Ended
 
 
April 4, 2014
 
March 29, 2013
 
(In millions)
 
 
 
 
 
 
EBITDA
 
$
 131 
 
 
$
 203 
 
Interest expense
 
 
 (18)
 
 
 
 (21)
 
Income tax expense
 
 
 (26)
 
 
 
 (42)
 
Depreciation and amortization
 
 
 (35)
 
 
 
 (40)
 
Amortization of intangible assets
 
 
 (25)
 
 
 
 (28)
 
Net income attributable to URS
 
$
 27 
 
 
$
 72 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
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URS CORPORATION AND SUBSIDIARIES
BOOK OF BUSINESS

(In millions)
 
Infrastructure &
Environment
   
Federal
Services
   
Energy &
Construction
   
Oil & Gas
   
Total
 
As of April 4, 2014
 
 
   
 
   
 
   
 
   
 
 
Backlog
  $ 3,079     $ 4,213     $ 3,392     $ 494     $ 11,178  
Option years
    143       3,932       76             4,151  
Indefinite delivery contracts
    3,002       3,400       136       1,127       7,665  
Total book of business
  $ 6,224     $ 11,545     $ 3,604     $ 1,621     $ 22,994  
 
                                       
As of January 3, 2014(1)
                                       
Backlog
  $ 2,851     $ 4,284     $ 3,705     $ 462     $ 11,302  
Option years
    146       3,734       76             3,956  
Indefinite delivery contracts
    3,081       3,150       131       1,187       7,549  
Total book of business
  $ 6,078     $ 11,168     $ 3,912     $ 1,649     $ 22,807  
 

(1)  
We revised the prior period amounts to conform to our current period presentation to reflect the realignment of our operations among our divisions.
 
 
 
April 4,
   
January 3,
 
(In millions)
 
2014
   
2014
 
Backlog by market sector:
 
 
   
 
 
Federal
  $ 4,820     $ 4,891  
Infrastructure
    2,745       2,683  
Oil and Gas
    1,123       1,102  
Power
    1,245       1,339  
Industrial
    1,245       1,287  
Total backlog
  $ 11,178     $ 11,302  

 
 
xii

 


URS CORPORATION AND SUBSIDIARIES
REVENUES AND OPERATING INCOME (LOSS) BY DIVISION

 
 
Three Months Ended
 
(In millions)
 
April 4,
   
March 29,
 
 
2014
   
2013
 
Revenues(1)
 
 
   
 
 
Infrastructure & Environment
  $ 850     $ 898  
Federal Services
    649       907  
Energy & Construction
    544       538  
Oil & Gas
    514       508  
Inter-segment eliminations
    (20 )     (48 )
Total revenues
  $ 2,537     $ 2,803  
Operating income(1)
               
Infrastructure & Environment
  $ 36     $ 40  
Federal Services
    57       115  
Energy & Construction
    5       12  
Oil & Gas
    11       9  
Corporate
    (22 )     (23 )
Total operating income
  $ 87     $ 153  

(1)  
We revised the prior period amounts to conform to our current period presentation to reflect the realignment of our operations among our divisions.
 


 
xiii

 


URS CORPORATION AND SUBSIDIARIES
REVENUE BREAKDOWN BY DIVISION AND MARKET SECTOR

Amounts shown in the table below are net of eliminations.
 
(In millions)
 
Federal
   
Infrastructure
   
Oil and Gas
   
Power
   
Industrial
   
Total
 
Three months ended April 4, 2014
 
 
   
 
   
 
   
 
   
 
   
 
 
Infrastructure & Environment
  $ 99     $ 423     $ 106     $ 55     $ 161     $ 844  
Federal Services
    647                         1       648  
Energy & Construction
    3       67       153       199       115       537  
Oil & Gas
    1             499       6       2       508  
Total
  $ 750     $ 490     $ 758     $ 260     $ 279     $ 2,537  
 
                                               
Three months ended March 29, 2013 (1)
                                               
Infrastructure & Environment
  $ 163     $ 383     $ 114     $ 40     $ 170     $ 870  
Federal Services
    902                         3       905  
Energy & Construction
    3       53       191       168       106       521  
Oil & Gas
                498       6       3       507  
Total
  $ 1,068     $ 436     $ 803     $ 214     $ 282     $ 2,803  

(1)  
We revised the prior period amounts to conform to our current period presentation to reflect the realignment of our operations among our divisions.
 

xiv