-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qPNGQ7SXl5IofA53qBCkVqYFciOzo4UGraTI2/JlfYzXAz1Ylpp7pMt/5q5Ms/tP 26jKI+tnEMDhD7bBL22Iqw== 0000889810-94-000010.txt : 19940615 0000889810-94-000010.hdr.sgml : 19940615 ACCESSION NUMBER: 0000889810-94-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940430 FILED AS OF DATE: 19940614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URS CORP /NEW/ CENTRAL INDEX KEY: 0000102379 STANDARD INDUSTRIAL CLASSIFICATION: 8711 IRS NUMBER: 941381538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07567 FILM NUMBER: 94534098 BUSINESS ADDRESS: STREET 1: 100 CALIFORNIA ST STE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157742700 FORMER COMPANY: FORMER CONFORMED NAME: THORTEC INTERNATIONAL INC DATE OF NAME CHANGE: 19900222 FORMER COMPANY: FORMER CONFORMED NAME: URS CORP /DE/ DATE OF NAME CHANGE: 19871214 10-Q 1 APRIL 1994 10-Q URS FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1994 -------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 1-7567 ------ URS CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 94-1381538 ----------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 100 California Street, Suite 500 San Francisco, California 94111-4529 ----------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 415-774-2700 ------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 27, 1994 ----------------------------- --------------------------- Common stock, $.01 par value 7,005,048 URS CORPORATION AND SUBSIDIARIES PART I. FINANCIAL INFORMATION: In the opinion of management, the information furnished reflects all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the interim financial information. Net earnings per share computations are based upon the weighted average number of common shares outstanding during the period plus shares issuable under warrants and stock options that have a dilutive effect. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1993. The results of operations for the three and six month periods ended April 30, 1994 are not necessarily indicative of the operating results for the full year. Item 1. Financial Statements (unaudited) Consolidated Balance Sheets April 30, 1994 and October 31, 1993 . . . . . 2 Consolidated Statements of Operations Three and six months ended April 30, 1994 and 1993 . . . . . . . . . . . . . . . . 3 Consolidated Statements of Cash Flows Six months ended April 30, 1994 and 1993 . . . 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . 5 PART II. OTHER INFORMATION: Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . 7 Item 6. Exhibits and Reports on Form 8-K . . . . . . . 7 -1- PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS URS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) April 30, October 31, 1994 1993 ASSETS ---- ---- (unaudited) Current assets: Cash $ 4,641 $ 6,628 Accounts receivable, less allowance for doubtful accounts of $874 and $665 30,584 27,157 Costs and accrued earnings in excess of billings on contracts in process, less allowances for losses of $389 and $416 10,852 11,783 Prepaid expenses and other 1,048 955 ------ ------ Total current assets 47,125 46,523 Property and equipment at cost, net 4,602 4,596 Goodwill, net 5,023 5,260 Other assets 781 1,695 ------ ------ $57,531 $58,074 ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 7,088 $ 8,078 Accrued salaries and wages 4,588 3,574 Accrued expenses 4,562 7,187 ------ ------ Total current liabilities 16,238 18,839 Long-term debt, including related parties 8,483 8,277 Deferred compensation and other 1,662 1,569 ------ ------ Total liabilities 26,383 28,685 ------ ------ Shareholders' equity: Common shares, par value $.01; authorized 20,000 shares; issued 7,005 and 6,989 shares 70 70 Additional paid-in capital 29,097 28,365 Retained earnings since February 21, 1990, date of quasi-reorganization 1,981 954 ------ ------ Total shareholders' equity 31,148 29,389 ------ ------ $57,531 $58,074 ====== ====== -2- URS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three months ended Six months ended April 30, April 30, 1994 1993 1994 1993 ---- ---- ---- ---- (unaudited) (unaudited) Revenues $40,520 $36,585 $77,276 $69,542 ------ ------ ------ ------ Expenses: Direct operating 24,751 22,691 47,579 42,704 Indirect, general and administrative 14,285 12,418 27,163 24,354 Interest expense, net 328 280 657 586 ------ ------ ------ ------ 39,364 35,389 75,399 67,644 ------ ------ ------ ------ Income before taxes 1,156 1,196 1,877 1,898 Income tax expense 140 120 210 190 ------ ------ ------ ------ Net income $ 1,016 $ 1,076 $ 1,667 $ 1,708 ====== ====== ====== ====== Net income per share: Primary $ .14 $ .14 $ .24 $ .22 Fully diluted ====== ====== ====== ====== $ .14 $ .14 $ .23 $ .22 ====== ====== ====== ====== -3- URS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Six Months Ended April 30, 1994 1993 ---- ---- (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,667 $ 1,708 ------ ------ Adjustment to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 1,151 1,305 Changes in current assets and liabilities: (Increase) decrease in accounts receivable and costs and accrued earnings in excess of billings on contracts in process (2,496) 567 Increase in prepaid expenses (93) (92) Decrease in accounts payable, accrued salaries and wages and accrued expenses (2,616) (4,292) Other, net 25 688 ------ ------ Total adjustments (4,029) (1,824) ------ ------ Net cash used by operating activities (2,362) (116) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (700) (1,130) Other - (400) ------ ------ Net cash used by investing activities (700) (1,530) ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common shares 75 71 Repurchase of January Notes - (1,340) Other 1,000 - ------ ------ Net cash provided (used) by financing activities 1,075 (1,269) ------ ------ Net decrease in cash (1,987) (2,915) Cash at beginning of period 6,628 5,729 ------ ------ Cash at end of period 4,641 $ 2,814 ====== ====== SUPPLEMENTAL INFORMATION: Interest paid 629 $ 567 Taxes paid 84 289 ------ ------ $ 713 $ 856 ====== ====== -4- URS CORPORATION AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company reports the results of its operations on a fiscal year which ends on October 31. This Management Discussion and Analysis (MD&A) should be read in conjunction with the MD&A and the footnotes to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended October 31, 1993 which was previously filed with the Securities and Exchange Commission. RESULTS OF OPERATIONS Second quarter ended fiscal 1994 vs. fiscal 1993. ------------------------------------------------ The Company's revenues were $40,520,000 for the second quarter ended April 30, 1994, an increase of $3,935,000 or 11% over the amount reported for the same period last year. The growth in revenue is generally attributable to an increase in demand for the Company's services, on both infrastructure and environmental projects. The revenues generated from the Company's three largest indefinite delivery contracts, the Navy CLEAN, EPA ARCS 9 & 10, and EPA ARCS 6, 7 & 8 contracts, were $9,874,000 for the quarter ended April 30, 1994, compared to $10,045,000 for the same period last year. Direct operating expenses for the quarter ended April 30, 1994, which consist of direct labor and other direct expenses, including subcontractor costs, increased $2,060,000, a 9% increase over the amount reported for the same period last year. This increase is due to increases in subcontractor costs and direct labor costs. Indirect, general and administrative expenses for the quarter ended April 30, 1994 increased $1,867,000, or 15% over the amount reported for the same period last year as a result of an increase in business activity. The Company earned $1,156,000 before income taxes for the second quarter ended April 30, 1994 compared to $1,196,000 for the same period last year. For Federal income tax purposes, the Company has available net operating loss carryforwards which off-set otherwise taxable income. For state income tax purposes, net operating loss carryforwards are not necessarily available to off-set income subject to tax. Accordingly, the Company's effective income tax rate for the quarter ended April 30, 1994 was approximately 12%. The Company reported net income of $1,016,000, or $.14 per share for the second quarter ended April 30, 1994, compared with $1,076,000, or $.14 per share for the same period last year. -5- Six months ended fiscal 1994 vs. fiscal 1993. -------------------------------------------- The Company's revenues were $77,276,000 for the six months ended April 30, 1994, an increase of $7,734,000, or 11% over the amount reported for the same period last year. The growth in revenues is attributable to all areas of the Company's business including infrastructure projects involving transportation systems, institutional and commercial facilities and environmental projects. The revenues generated from the Company's three largest indefinite delivery contracts (Navy CLEAN, EPA ARCS 9 & 10 and EPA ARCS 6, 7 & 8) were $17,929,000 for the six months ended April 30, 1994, compared to $19,723,000 for the same period last year. Direct operating expenses for the six months ended April 30, 1994, which consist of direct labor and other direct expenses including subcontractor costs, increased $4,875,000, or 11% over the amount reported in the same period last year. This increase is attributable to the overall increase in the Company's business as compared to the same period last year. Indirect, general and administrative expenses were $27,163,000 for the six months ended April 30, 1994, an increase of $2,809,000, or 12% over the amount reported for the same period last year. The increase in indirect, general and adminis- trative expenses is due to an increase in business activity. The Company earned $1,877,000 before income taxes for the six months ended April 30, 1994 compared to $1,898,000 for the same period last year. For Federal income tax purposes, the Company has available net operating loss carryforwards to off-set income. For state income tax purposes, such amounts are not necessarily available to off-set income subject to tax. Accordingly, the Company's effective income tax rate for the six months ended April 30, 1994 is approximately 11%. The Company reported net income of $1,667,000, or $.23 per share, for the six months ended April 30, 1994, compared with $1,708,000, or $.22 per share for the same period last year. The Company's backlog at April 30, 1994 was $173,218,000, as compared to $142,000,000 at October 31, 1993. LIQUIDITY AND CAPITAL RESOURCES At April 30, 1994, the Company had working capital of $30,887,000, an increase of $3,203,000 from October 31, 1993. The Company also has $9,800,000 in available borrowing capacity under its bank line of credit. It did not borrow on this line in the six months ended April 30, 1994. The Company believes that its existing financial resources, together with its planned cash flow from operations and its unused bank line of credit, will provide sufficient capital to fund its operations and its capital needs for fiscal 1994. -6- PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Company's regularly scheduled annual meeting, held on March 22, 1994, the stockholders approved the (i) retention of Coopers & Lybrand as the Company's independent auditors for the 1994 fiscal year, with stockholders holding 5,768,417 shares voting in favor, stockholders holding 8,920 shares voting against, and stockholders holding 19,303 shares abstaining from voting, and (ii) election of each of the following nominees as directors of the Company by the following vote: For Withheld --- -------- Richard C. Blum 5,744,322 1,250 Emmet J. Cashin Jr. 5,745,083 489 Martin M. Koffel 5,745,128 444 Richard B. Madden 5,745,161 411 Richard Q. Praeger 5,744,841 731 Irwin L. Rosenstein 5,744,767 805 Michael B. Shane 5,744,599 973 William D. Walsh 5,744,571 1,001 No stockholders abstained from voting in this election of directors. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) No reports on Form 8-K were filed during the quarter ended April 30, 1994. -7- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated June 13, 1994 URS CORPORATION /s/ Kent Ainsworth --------------------------- Kent P. Ainsworth Vice President and Chief Financial Officer (Principal Accounting Officer) -8- -----END PRIVACY-ENHANCED MESSAGE-----