URS Corporation (NYSE: URS) today reported its financial results for the
fiscal year ended December 30, 2011. Revenues were $9.55 billion,
compared with $9.18 billion in fiscal 2010. URS reported a net loss for
fiscal 2011 of $465.8 million and diluted earnings per share ("EPS") of
$(6.03). For fiscal 2010, URS reported net income of $287.9 million and
diluted EPS of $3.54. For the purpose of calculating diluted EPS,
weighted-average shares outstanding were 77.3 million and 81.3 million
for fiscal years 2011 and 2010, respectively.
The Company's results for fiscal 2011 include a non-cash, after-tax
charge for the impairment of goodwill of $732.2 million, or $9.46 per
share. The goodwill impairment charge was primarily driven by adverse
stock market conditions that caused a decrease in the Company's stock
price leading up to September 30, 2011, the date on which URS conducted
its interim test of the fair values of its net assets versus their book
values as required by accounting standards. The charge had no effect on
URS' business operations, cash balances or operating cash flows.
URS' fiscal 2011 results also include a non-cash, after-tax charge of
$1.7 million, or $0.02 per share, related to the retirement of the
Company's prior credit facility; a $5.5 million, or $ 0.07 per share,
after-tax charge related to the restructuring of URS' international
operations in Europe; and a $0.6 million, or $0.01 per share, after-tax
charge related to acquisition expenses. Excluding these charges, URS'
fiscal 2011 net income would have been $274.2 million and diluted EPS
would have been $3.53.
URS' results for fiscal 2010 included a non-cash, after-tax charge of
$11.9 million, or $0.15 per share, related to the acquisition of the
Scott Wilson Group plc. ("Scott Wilson") and a non-cash, after-tax
charge of $9.3 million, or $ 0.11 per share, related to Scott Wilson's
integration with URS' existing U.K. and European business. URS completed
its acquisition of Scott Wilson in September 2010. Excluding these
charges, URS' diluted EPS for fiscal 2010 would have been $3.80.
URS' results for 2010 also included a net tax benefit of $42.1 million,
or $0.52 per share, resulting from the Company's decision to
indefinitely reinvest all of the earnings of its international
operations as part of its strategy to expand its business globally. As a
result of this decision, URS' tax rate for 2010 was approximately 24.8%.
Without this net tax benefit and the Scott Wilson acquisition and
integration costs noted above, URS' diluted EPS for fiscal 2010 would
have been $3.28.
Tables reconciling net income and EPS for the Company, and operating
income for each of the Company's operating segments, for the fourth
quarter and full fiscal year of 2011 and 2010, excluding the charges,
net tax benefit, costs and adjustments noted above and below, to
generally accepted accounting principles ("GAAP") results are included
in the Reconciliation Schedule of GAAP to Non-GAAP Measures attached to
this release and available on the investor relations section of the
Company's website at: www.urs.com.
Commenting on the Company's financial results, Martin M. Koffel,
Chairman and Chief Executive Officer, stated: "URS' North American
operations performed well in 2011, with all of our U.S. and Canadian
operations either meeting or exceeding our expectations. While we
generate the significant majority of our revenues in North America, our
overall results for 2011 were affected by weakness in certain
international markets, particularly Europe and the Middle East. During
the fourth quarter, we reduced our workforce and consolidated systems
and offices as a result of the turbulent economic conditions in these
regions."
Mr. Koffel continued: "Our outlook for 2012 reflects favorable
conditions in each of our four market sectors – federal, infrastructure,
power, and industrial and commercial – particularly in North America. In
addition, while not included in our 2012 guidance, our proposed
acquisition of Flint Energy Services should position us well in
attractive segments of the oil and gas industry, especially in North
American oil, oil sands and gas. We expect to complete the acquisition
in the second quarter of this year."
The Company's backlog as of December 30, 2011 was $14.3 billion,
compared to $16.6 billion as of December 31, 2010, the last day of the
Company's 2010 fiscal year. The Company's book of business at the end of
the year was $27.0 billion, compared to $29.1 billion at the end of
2010. URS noted that $1.2 billion of the reduction in its fiscal 2011
backlog reflects the successful early completion of key milestones on
three federal contracts.
Quarterly Dividend
URS also announced that its Board of Directors has approved the
initiation of a regular quarterly cash dividend program. The initial
quarterly cash dividend of $0.20 per common share will be paid on April
6, 2012 to stockholders of record as of March 16, 2012. Future
declarations of quarterly dividends are subject to the approval of URS'
Board of Directors.
H. Thomas Hicks, Chief Financial Officer of URS, said, "Given our strong
financial position, our consistent ability to generate substantial cash
flow, and our favorable outlook for the business, we are confident that
we can continue to invest in growing the Company while returning excess
cash to our stockholders through a quarterly dividend. The dividend is
indicative of the Company's commitment to building value for
stockholders."
Fourth Quarter 2011 Results
For the fourth quarter of fiscal 2011, the Company reported revenues of
$2.39 billion, compared to revenues of $2.38 billion in the fourth
quarter of 2010. URS reported net income for the fourth quarter of 2011
of $28.4 million, or $0.37 per share, compared with net income of $60.0
million, or $0.75 per share, in the fourth quarter of 2010.
The Company's results for the fourth quarter of fiscal 2011 include a
non-cash, after-tax charge for the impairment of goodwill of $32.9
million, or $0.43 per share to finalize the estimated goodwill
impairment charge the Company recorded in the third quarter. URS' fourth
quarter results also include the non-cash, after-tax charge of $1.7
million, or $0.02 per share, related to the retirement of the Company's
prior credit facility noted above, and the $5.5 million, or $0.07 per
share, after-tax charge related to the restructuring of URS'
international operations in Europe, also noted above. Excluding these
charges, URS' fourth quarter fiscal 2011 net income would have been
$68.5 million and diluted EPS would have been $0.89.
The Company's results for the fourth quarter of fiscal 2010 included an
after-tax charge of $9.3 million, or $0.12 per share, related to Scott
Wilson's integration with URS' existing U.K. and European business.
Excluding this charge, URS' fourth quarter fiscal 2010 net income would
have been $69.3 million and diluted EPS would have been $0.87.
Fiscal 2012 Outlook
On February 21, 2012, URS announced its outlook for fiscal 2012,
excluding any effect from its proposed acquisition of Flint Energy
Services Ltd. As announced, URS expects its standalone fiscal 2012
revenues will be between $9.9 billion and $10.1 billion, net income will
be between $292 and $300 million and EPS will be between $3.95 and
$4.05. The Company's fully diluted weighted-average shares outstanding
for 2012 are expected to be approximately 74.0 million shares.
Webcast Information
URS will host a dial-in conference call on Monday, February 27, 2012 at
5:00 p.m. (ET) to discuss its fourth quarter and year-end fiscal 2011
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; information technology; and
decommissioning and closure services. URS provides services for power,
infrastructure, industrial and commercial, and federal projects and
programs. Headquartered in San Francisco, URS Corporation has more than
46,000 employees in a network of offices in more than 40 countries (www.urs.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, net income and earnings per share, future
outstanding shares, future backlog and book of business, the expected
acquisition of Flint Energy Services Ltd., future dividend payments 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 in our book of business; our
compliance with government contract procurement regulations; impairment
of our goodwill; integration of acquisitions; employee, agent or partner
misconduct; our ability to procure government contracts; liabilities for
pending and future litigation; environmental liabilities; availability
of bonding and insurance; our reliance on government appropriations;
unilateral termination provisions in government contracts; 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; liquidated damages; 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 our credit agreement; 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 December 30, 2011, 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.
URS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In millions, except per share data) |
|
|
|
|
|
|
|
|
|
| |
| |
| |
| | | | | | | | | | | December 30, 2011 | | December 31, 2010 |
| ASSETS | | | | | | |
|
Current assets:
| | | | | | |
|
Cash and cash equivalents
| |
$
|
436.0
| | |
$
|
573.8
| |
|
Accounts receivable, including retentions of $67.5 and $69.1,
respectively
| | |
1,114.7
| | | |
1,102.8
| |
|
Costs and accrued earnings in excess of billings on contracts
| | |
1,317.1
| | | |
1,157.1
| |
|
Less receivable allowances
| |
|
(43.1
|
)
| |
|
(42.8
|
)
|
| | |
Net accounts receivable
| | |
2,388.7
| | | |
2,217.1
| |
|
Deferred tax assets
| | |
63.0
| | | |
83.3
| |
|
Other current assets
| |
|
201.2
|
| |
|
134.8
|
|
| | | | |
Total current assets
| | |
3,088.9
| | | |
3,009.0
| |
|
Investments in and advances to unconsolidated joint ventures
| | |
107.7
| | | |
65.5
| |
|
Property and equipment at cost, net
| | |
269.4
| | | |
266.1
| |
|
Intangible assets, net
| | |
522.0
| | | |
514.1
| |
|
Goodwill
| | |
2,773.0
| | | |
3,393.2
| |
|
Other assets
| |
|
101.6
|
| |
|
103.5
|
|
| | | | | | | | |
Total assets
| |
$
|
6,862.6
|
| |
$
|
7,351.4
|
|
| LIABILITIES AND EQUITY | | | | | | |
|
Current liabilities:
| | | | | | |
|
Current portion of long-term debt
| |
$
|
61.5
| | |
$
|
60.5
| |
|
Accounts payable and subcontractors payable, including retentions
of $39.6 and $46.5, respectively
| | |
659.1
| | | |
673.9
| |
|
Accrued salaries and employee benefits
| | |
527.0
| | | |
441.6
| |
|
Billings in excess of costs and accrued earnings on contracts
| | |
310.8
| | | |
275.8
| |
|
Other current liabilities
| |
|
176.5
|
| |
|
191.4
|
|
| | | | |
Total current liabilities
| | |
1,734.9
| | | |
1,643.2
| |
|
Long-term debt
| | |
737.0
| | | |
641.3
| |
|
Deferred tax liabilities
| | |
276.5
| | | |
326.9
| |
|
Self-insurance reserves
| | |
132.7
| | | |
127.9
| |
|
Pension and post-retirement benefit obligations
| | |
276.0
| | | |
230.8
| |
|
Other long-term liabilities
| |
|
221.1
|
| |
|
180.3
|
|
| | | | | | |
Total liabilities
| |
|
3,378.2
|
| |
|
3,150.4
|
|
|
Commitments and contingencies
| | | | | | |
|
URS stockholders' equity:
| | | | | | |
|
Preferred stock, authorized 3.0 shares; no shares outstanding
| | |
—
| | | |
—
| |
|
Common stock, par value $.01; authorized 200.0 shares; 87.8 and
86.9 shares issued, respectively; and 76.7 and 81.9 shares
outstanding, respectively
| | |
0.9
| | | |
0.9
| |
|
Treasury stock, 11.1 and 5.0 shares at cost, respectively
| | |
(454.9
|
)
| | |
(212.1
|
)
|
|
Additional paid-in capital
| | |
2,966.8
| | | |
2,924.3
| |
|
Accumulated other comprehensive loss
| | |
(110.8
|
)
| | |
(36.9
|
)
|
|
Retained earnings
| |
|
975.2
|
| |
|
1,441.0
|
|
| | | | |
Total URS stockholders' equity
| | |
3,377.2
| | | |
4,117.2
| |
|
Noncontrolling interests
| |
|
107.2
|
| |
|
83.8
|
|
| | | | | | |
Total stockholders' equity
| |
|
3,484.4
|
| |
|
4,201.0
|
|
| | | | | | | | |
Total liabilities and stockholders' equity
| |
$
|
6,862.6
|
| |
$
|
7,351.4
|
|
URS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) |
|
|
|
|
|
|
| |
| |
| |
| | | | | |
| | Three Months Ended | | Year Ended |
| | | | | | | | December 30, |
| December 31, | | December 30, |
| December 31, |
| | | | | | | 2011 |
| | 2010 |
| | 2011 |
| | 2010 |
|
| | | | | | | | | | | | | | | |
|
|
Revenues
| |
$
|
2,393.2
| | |
$
|
2,380.1
| | |
$
|
9,545.0
| | |
$
|
9,177.1
| |
|
Cost of revenues
| | |
(2,257.7
|
)
| | |
(2,264.6
|
)
| | |
(8,988.8
|
)
| | |
(8,609.5
|
)
|
|
General and administrative expenses
| | |
(19.6
|
)
| | |
(15.9
|
)
| | |
(79.5
|
)
| | |
(71.0
|
)
|
|
Acquisition-related expenses
| | |
—
| | | |
(0.3
|
)
| | |
(1.0
|
)
| | |
(11.9
|
)
|
|
Restructuring costs
| | |
(5.5
|
)
| | |
(10.6
|
)
| | |
(5.5
|
)
| | |
(10.6
|
)
|
|
Goodwill impairment
| | |
(27.7
|
)
| | |
—
| | | |
(825.8
|
)
| | |
—
| |
|
Equity in income of unconsolidated joint ventures
| |
|
31.4
|
| |
|
33.7
|
| |
|
132.2
|
| |
|
70.3
|
|
| | | |
Operating income (loss)
| | |
114.1
| | | |
122.4
| | | |
(223.4
|
)
| | |
544.4
| |
|
Interest expense
| |
|
(6.7
|
)
| |
|
(6.7
|
)
| |
|
(22.1
|
)
| |
|
(30.6
|
)
|
| | | |
Income (loss) before income taxes
| | |
107.4
| | | |
115.7
| | | |
(245.5
|
)
| | |
513.8
| |
|
Income tax expense (as revised) (1) | |
|
(46.8
|
)
| |
|
(33.6
|
)
| |
|
(91.8
|
)
| |
|
(127.6
|
)
|
| | | |
Net income (loss) including noncontrolling interests (as revised)
(1) | | |
60.6
| | | |
82.1
| | | |
(337.3
|
)
| | |
386.2
| |
|
Noncontrolling interests in income of consolidated
subsidiaries (as revised) (1) | |
|
(32.2
|
)
| |
|
(22.1
|
)
| |
|
(128.5
|
)
| |
|
(98.3
|
)
|
| | | | | |
Net income (loss) attributable to URS
| |
$
|
28.4
|
| |
$
|
60.0
|
| |
$
|
(465.8
|
)
| |
$
|
287.9
|
|
| | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | |
|
|
Earnings (loss) per share:
| | | | | | | | | | | | |
| |
Basic
| |
$
|
0.37
|
| |
$
|
0.75
|
| |
$
|
(6.03
|
)
| |
$
|
3.56
|
|
| |
Diluted
| |
$
|
0.37
|
| |
$
|
0.75
|
| |
$
|
(6.03
|
)
| |
$
|
3.54
|
|
|
Weighted-average shares outstanding:
| | | | | | | | | | | | |
| |
Basic
| |
|
76.3
|
| |
|
80.2
|
| |
|
77.3
|
| |
|
81.0
|
|
| |
Diluted
| |
|
76.4
|
| |
|
80.4
|
| |
|
77.3
|
| |
|
81.3
|
|
(1) We have corrected the calculation and previously reported
presentation of income tax expense, net income include noncontrolling
interests and noncontrolling interests in income of consolidated
subsidiaries by revising prior year amounts, as discussed on page 13 of
this press release.
URS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) |
|
|
|
|
|
|
|
| |
| |
| | |
| | | | | | | | | Three Months Ended | |
| Year Ended |
| | | | | | | | | December 30, |
| December 31, | | | December 30, |
| | December 31, |
| | | | | | | | 2011 |
| | 2010 |
| |
| 2011 |
| | | 2010 |
|
|
Cash flows from operating activities:
| | | | | | | | | | | | |
|
Net income (loss) including noncontrolling interests (as revised)
(1) | |
$
|
60.6
|
| |
$
|
82.1
|
| |
$
|
(337.3
|
)
| |
$
|
386.2
|
|
|
Adjustments to reconcile net income (loss) to net
cash from operating activities:
| | | | | | | | | | | | |
| | |
Depreciation and amortization
| | |
20.8
| | | |
25.2
| | | |
82.1
| | | |
84.3
| |
| | |
Amortization of intangible assets
| | |
16.2
| | | |
15.2
| | | |
60.6
| | | |
49.2
| |
| | |
Amortization of debt issuance costs
| | |
1.1
| | | |
2.2
| | | |
5.8
| | | |
9.2
| |
| | |
Restructuring costs
| | |
3.3
| | | |
10.6
| | | |
3.3
| | | |
10.6
| |
| | |
Normal profit
| | |
(0.8
|
)
| | |
1.4
| | | |
(2.7
|
)
| | |
1.2
| |
| | |
Goodwill impairment
| | |
27.7
| | | |
—
| | | |
825.8
| | | |
—
| |
| | |
Loss on extinguishment of debt
| | |
2.9
| | | |
—
| | | |
2.9
| | | |
—
| |
| | |
Provision for doubtful accounts
| | |
(3.9
|
)
| | |
4.8
| | | |
2.8
| | | |
6.7
| |
| | |
Gain on disposal of property and equipment
| | |
(8.5
|
)
| | |
—
| | | |
(8.9
|
)
| | |
—
| |
| | |
Deferred income taxes
| | |
41.2
| | | |
(15.1
|
)
| | |
(23.3
|
)
| | |
10.9
| |
| | |
Stock-based compensation
| | |
11.3
| | | |
11.7
| | | |
45.3
| | | |
44.0
| |
| | |
Excess tax benefits from stock-based compensation
| | |
—
| | | |
2.1
| | | |
(0.8
|
)
| | |
(1.2
|
)
|
| | |
Equity in income of unconsolidated joint ventures
| | |
(31.4
|
)
| | |
(33.7
|
)
| | |
(132.2
|
)
| | |
(70.3
|
)
|
| | |
Dividends received from unconsolidated joint
ventures
| | |
18.9
| | | |
22.0
| | | |
107.3
| | | |
92.5
| |
|
Changes in operating assets, liabilities and other, net
of effects of consolidation and/or deconsolidation
of joint ventures and business acquisitions:
| | | | | | | | | | | | |
| | |
Accounts receivable and costs and accrued
earnings in excess of billings on contracts
| | |
80.5
| | | |
45.4
| | | |
(106.8
|
)
| | |
(46.4
|
)
|
| | |
Other current assets
| | |
(2.7
|
)
| | |
24.8
| | | |
(19.0
|
)
| | |
29.8
| |
| | |
Advances to unconsolidated joint ventures
| | |
5.0
| | | |
0.1
| | | |
(0.2
|
)
| | |
(1.7
|
)
|
| | |
Accounts payable, accrued salaries and employee
benefits, and other current liabilities (as revised) (1) | | |
(92.1
|
)
| | |
(48.6
|
)
| | |
(43.0
|
)
| | |
(67.6
|
)
|
| | |
Billings in excess of costs and accrued earnings on
contracts
| | |
(24.0
|
)
| | |
12.0
| | | |
19.2
| | | |
(30.2
|
)
|
| | |
Other long-term liabilities
| | |
5.5
| | | |
8.3
| | | |
13.0
| | | |
22.5
| |
| | |
Other assets
| |
|
10.5
|
| |
|
3.5
|
| |
|
10.7
|
| |
|
(2.1
|
)
|
| | | | |
Total adjustments and changes
| |
|
81.5
|
| |
|
91.9
|
| |
|
841.9
|
| |
|
141.4
|
|
| | | | | | |
Net cash from operating activities
| |
|
142.1
|
| |
|
174.0
|
| |
|
504.6
|
| |
|
527.6
|
|
URS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (In millions) |
|
|
|
|
|
|
|
| |
| |
| |
| | | | | | | | | Three Months Ended | | Year Ended |
| | | | | | | | | December 30, |
| December 31, | | December 30, |
| December 31, |
| | | | | | | | 2011 |
| | 2010 |
| | 2011 |
| | 2010 |
|
|
Cash flows from investing activities:
| | | | | | | | | | | | |
| | |
Payments for business acquisitions, net of cash
acquired, and for exercised shares in connection
with a business acquisition
| | |
(3.3
|
)
| | |
(3.7
|
)
| | |
(282.1
|
)
| | |
(291.7
|
)
|
| | |
Changes in cash related to consolidation and/or
deconsolidation of joint ventures
| | |
—
| | | |
—
| | | |
—
| | | |
20.7
| |
| | |
Proceeds from disposal of property and equipment
| | |
7.6
| | | |
4.1
| | | |
14.1
| | | |
8.3
| |
| | |
Investments in unconsolidated joint
ventures
| | |
(7.0
|
)
| | |
—
| | | |
(19.6
|
)
| | |
(6.0
|
)
|
| | |
Changes in restricted cash
| | |
0.3
| | | |
0.4
| | | |
7.0
| | | |
(16.1
|
)
|
| | |
Capital expenditures, less equipment purchased
through capital leases and equipment notes
| | |
(5.8
|
)
| | |
(11.1
|
)
| | |
(67.5
|
)
| | |
(45.2
|
)
|
| | |
Maturity of short-term investment
| |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
30.2
|
|
| | | | | | |
Net cash from investing activities
| |
|
(8.2
|
)
| |
|
(10.3
|
)
| |
|
(348.1
|
)
| |
|
(299.8
|
)
|
|
Cash flows from financing activities:
| | | | | | | | | | | | |
| | |
Borrowing from long-term debt and revolving line
of credit
| | |
738.6
| | | |
—
| | | |
838.6
| | | |
—
| |
| | |
Payments on long-term debt and revolving
line of credit
| | |
(692.2
|
)
| | |
(77.2
|
)
| | |
(748.3
|
)
| | |
(159.6
|
)
|
| | |
Net payments under lines of credit and
short-term notes
| | |
(27.7
|
)
| | |
(11.6
|
)
| | |
(16.4
|
)
| | |
(7.6
|
)
|
| | |
Net change in overdrafts
| | |
0.2
| | | |
18.9
| | | |
(18.0
|
)
| | |
14.4
| |
| | |
Payments on capital lease obligations
| | |
(5.1
|
)
| | |
(2.4
|
)
| | |
(10.9
|
)
| | |
(7.5
|
)
|
| | |
Payments of debt issuance costs
| | |
(3.9
|
)
| | |
—
| | | |
(3.9
|
)
| | |
—
| |
| | |
Excess tax benefits from stock-based compensation
| | |
—
| | | |
(2.1
|
)
| | |
0.8
| | | |
1.2
| |
| | |
Proceeds from employee stock purchases and
exercises of stock options
| | |
5.1
| | | |
4.8
| | | |
11.7
| | | |
11.3
| |
| | |
Distributions to noncontrolling interests
| | |
(34.2
|
)
| | |
(35.5
|
)
| | |
(111.7
|
)
| | |
(107.2
|
)
|
| | |
Contributions and advances from noncontrolling
interests
| | |
0.3
| | | |
1.0
| | | |
6.6
| | | |
8.2
| |
| | |
Repurchases of common stock
| |
|
(106.1
|
)
| |
|
(42.8
|
)
| |
|
(242.8
|
)
| |
|
(128.3
|
)
|
| | | | | | |
Net cash from financing activities
| |
|
(125.0
|
)
| |
|
(146.9
|
)
| |
|
(294.3
|
)
| |
|
(375.1
|
)
|
|
Net change in cash and cash equivalents
| | |
8.9
| | | |
16.8
| | | |
(137.8
|
)
| | |
(147.3
|
)
|
|
Cash and cash equivalents at beginning of
period
| |
|
427.1
|
| |
|
557.0
|
| |
|
573.8
|
| |
|
721.1
|
|
|
Cash and cash equivalents at end of period
| |
$
|
436.0
|
| |
$
|
573.8
|
| |
$
|
436.0
|
| |
$
|
573.8
|
|
| | | | | | | | | | | | | | | | | | |
|
|
Supplemental information:
| | | | | | | | | | | | |
| | |
Interest paid
| |
$
|
4.8
|
| |
$
|
5.8
|
| |
$
|
15.2
|
| |
$
|
24.0
|
|
| | |
Taxes paid
| |
$
|
40.3
|
| |
$
|
53.9
|
| |
$
|
177.3
|
| |
$
|
79.3
|
|
URS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (In millions) |
|
|
|
|
|
|
|
| |
| |
| |
| | | | | | | | | Three Months Ended | | Year Ended |
| | | | | | | | | December 30, |
| December 31, | | December 30, |
| December 31, |
| | | | | | | | 2011 | | 2010 | | 2011 | | 2010 |
|
Supplemental schedule of non-cash investing and financing activities:
| | | | | | | | | | | | |
| | |
Loan Notes issued and estimated consideration for vested shares
exercisable in connection with an acquisition
| | | | | | | | | | | | |
| | | |
$
|
—
| |
$
|
—
| |
$
|
—
| |
$
|
30.9
|
| | |
Equipment acquired with capital lease obligations
and equipment note obligations
| |
$
|
6.1
| |
$
|
2.9
| |
$
|
14.2
| |
$
|
12.9
|
| | |
Purchase price adjustment and contingent
consideration payable under acquisitions
| |
$
|
7.9
| |
$
|
—
| |
$
|
7.9
| |
$
|
—
|
(1) We have corrected the previously reported presentation of net income
including noncontrolling interests, and accounts payable, accrued
salaries and employee benefits, and other current liabilities discussed
on page 13 of this press release.
URS CORPORATION AND SUBSIDIARIES
RECONCILIATION SCHEDULE
OF GAAP TO NON-GAAP MEASURES
Net income (loss), diluted EPS and segment operating income, excluding
the impact of various items listed in the tables below are not computed
in accordance with generally accepted accounting principles ("GAAP"). We
present these amounts to demonstrate the impact of the amounts. These
non-GAAP measures may be useful to investors seeking to compare the
actual or expected performance of our ongoing business with the actual
performance of our business in prior periods. Net income, diluted EPS
and segment operating income excluding the impact of these items should
not be used as a substitute for net income (loss), diluted EPS and
operating income (loss), prepared in conformity with GAAP, or as a GAAP
measure of profitability or cash flows.
Below are the reconciliations of net income and diluted EPS computed by
excluding the non-GAAP items, listed in the tables, below to GAAP net
income (loss) and diluted EPS for the three months and the year ended
December 30, 2011, compared to the three months and the year ended
December 31, 2010.
|
|
| |
| Three Months Ended |
| | | | December 30, 2011 |
| December 31, 2010 |
| (In millions, except per share data) | | Amount |
| Diluted EPS | | Amount |
| Diluted EPS |
| | | | | | | | | | | | | |
|
| Net income and diluted EPS | | | | | | | | | | | | |
|
Net income and diluted EPS before the impact of the
following items:
| |
$
|
68.5
| | |
$
|
0.89
| | |
$
|
69.3
| | |
$
|
0.87
| |
|
Goodwill impairment charge, net of tax
| | |
(32.9
|
)
| | |
(0.43
|
)
| | |
—
| | | |
—
| |
|
Restructuring charges, net of tax
| | |
(5.5
|
)
| | |
(0.07
|
)
| | |
(9.3
|
)
| | |
(0.12
|
)
|
|
Loss on extinguishment of debt, net of tax
| |
|
(1.7
|
)
| |
|
(0.02
|
)
| |
|
—
|
| |
|
—
|
|
| |
GAAP Net income and diluted EPS
| |
$
|
28.4
|
| |
$
|
0.37
|
| |
$
|
60.0
|
| |
$
|
0.75
|
|
| | | | | | | | | | | | | |
|
| | | | Year Ended |
| | | | December 30, 2011 | | December 31, 2010 |
| (In millions, except per share data) | | Amount | | Diluted EPS | | Amount | | Diluted EPS |
| | | | | | | | | | | | | |
|
| Net income (loss) and diluted EPS | | | | | | | | | | | | |
Net income and diluted EPS before the impact of the
following item:
| |
$
|
274.2
| | |
$
|
3.53
| | |
$
|
267.0
| | |
$
|
3.28
| |
|
Reduction in income tax expense
| |
|
—
|
| |
|
—
|
| |
|
42.1
|
| |
|
0.52
|
|
| |
Net income and diluted EPS before the impact of the
following items:
| | |
274.2
| | | |
3.53
| | | |
309.1
| | | |
3.80
| |
|
Goodwill impairment charge, net of tax
| | |
(732.2
|
)
| | |
(9.46
|
)
| | |
—
| | | |
—
| |
|
Restructuring charges, net of tax
| | |
(5.5
|
)
| | |
(0.07
|
)
| | |
(9.3
|
)
| | |
(0.11
|
)
|
|
Loss on extinguishment of debt, net of tax
| | |
(1.7
|
)
| | |
(0.02
|
)
| | |
—
| | | |
—
| |
|
Acquisition-related expenses, net of tax
| |
|
(0.6
|
)
| |
|
(0.01
|
)
| |
|
(11.9
|
)
| |
|
(0.15
|
)
|
| |
GAAP Net income (loss) and diluted EPS
| |
$
|
(465.8
|
)
| |
$
|
(6.03
|
)
| |
$
|
287.9
|
| |
$
|
3.54
|
|
URS CORPORATION AND SUBSIDIARIES
RECONCILIATION SCHEDULE OF GAAP TO NON-GAAP MEASURES (Continued)
Below is the reconciliation of segment operating income (loss), before
the impact of items listed in the table below, to GAAP segment operating
income (loss) for the three months and year ended December 30, 2011 and
December 31, 2010.
|
|
| |
| Three Months Ended December 30, 2011 |
| (In millions) | | Infrastructure & Environment |
| Federal Services |
| Energy & Construction |
| Corporate |
| Consolidated |
| | | | | | | | | | | | | | | | |
|
|
Operating income (loss) before the
impact of the following items:
| |
$
|
56.9
| | |
$
|
54.8
| | |
$
|
55.2
| | |
$
|
(19.6
|
)
| |
$
|
147.3
| |
|
Goodwill impairment adjustment
| | |
—
| | | |
19.1
| | | |
(46.8
|
)
| | |
—
| | | |
(27.7
|
)
|
|
Restructuring charges
| |
|
(5.5
|
)
| |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
(5.5
|
)
|
| |
GAAP Operating income (loss)
| |
$
|
51.4
|
| |
$
|
73.9
|
| |
$
|
8.4
|
| |
$
|
(19.6
|
)
| |
$
|
114.1
|
|
| | | | | | | | | | | | | | | | |
|
| | | | Year Ended December 30, 2011 |
| (In millions) | | Infrastructure & Environment | | Federal Services | | Energy & Construction | | Corporate | | Consolidated |
| | | | | | | | | | | | | | | | |
|
|
Operating income (loss) before the
impact of the following items:
| |
$
|
227.6
| | |
$
|
197.7
| | |
$
|
263.1
| | |
$
|
(79.5
|
)
| |
$
|
608.9
| |
|
Goodwill impairment adjustment
| | |
—
| | | |
(348.3
|
)
| | |
(477.5
|
)
| | |
—
| | | |
(825.8
|
)
|
|
Restructuring charges
| | |
(5.5
|
)
| | |
—
| | | |
—
| | | |
—
| | | |
(5.5
|
)
|
|
Acquisition-related expenses
| |
|
(0.1
|
)
| |
|
(0.9
|
)
| |
|
—
|
| |
|
—
|
| |
|
(1.0
|
)
|
| |
GAAP Operating income (loss)
| |
$
|
222.0
|
| |
$
|
(151.5
|
)
| |
$
|
(214.4
|
)
| |
$
|
(79.5
|
)
| |
$
|
(223.4
|
)
|
| | | | | | | | | | | | | | | | |
|
| | | | Three Months Ended December 31, 2010 |
| (In millions) | | Infrastructure & Environment | | Federal Services | | Energy & Construction | | Corporate | | Consolidated |
| | | | | | | | | | | | | | | | |
|
|
Operating income (loss) before the
impact of the following items:
| |
$
|
61.4
| | |
$
|
41.7
| | |
$
|
46.3
| | |
$
|
(16.1
|
)
| |
$
|
133.3
| |
|
Restructuring charges
| | |
(10.6
|
)
| | |
—
| | | |
—
| | | |
—
| | | |
(10.6
|
)
|
|
Acquisition-related expenses
| |
|
(0.3
|
)
| |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
(0.3
|
)
|
| |
GAAP Operating income (loss)
| |
$
|
50.5
|
| |
$
|
41.7
|
| |
$
|
46.3
|
| |
$
|
(16.1
|
)
| |
$
|
122.4
|
|
| | | | | | | | | | | | | | | | |
|
| | | | Year Ended December 31, 2010 |
| (In millions) | | Infrastructure & Environment | | Federal Services | | Energy & Construction | | Corporate | | Consolidated |
| | | | | | | | | | | | | | | | |
|
|
Operating income (loss) before the
impact of the following items:
| |
$
|
245.4
| | |
$
|
165.6
| | |
$
|
226.9
| | |
$
|
(71.0
|
)
| |
$
|
566.9
| |
|
Restructuring charges
| | |
(10.6
|
)
| | |
—
| | | |
—
| | | |
—
| | | |
(10.6
|
)
|
|
Acquisition-related expenses
| |
|
(11.9
|
)
| |
|
—
|
| |
|
—
|
| |
|
—
|
| |
|
(11.9
|
)
|
| |
GAAP Operating income (loss)
| |
$
|
222.9
|
| |
$
|
165.6
|
| |
$
|
226.9
|
| |
$
|
(71.0
|
)
| |
$
|
544.4
|
|
URS CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION REGARDING REVISION OF PREVIOUSLY ISSUED
FINANCIAL STATEMENTS
Revision of Previously Issued Financial Statements
During fiscal year 2011, we identified an error and revised our
calculation and presentation of income tax expense related to
noncontrolling interests in consolidated joint ventures that
pass-taxable income through to their partners. This revision did not
cause a change in either our net income or EPS. We revised the amounts
for the three months and year ended December 31, 2010.
The effect of these revisions on our consolidated statements of
operations and consolidated statements of cash flows for the three
months and year ended December 31, 2010 is as follows:
|
|
|
|
|
|
| |
| Three Months Ended |
| Year Ended |
| | | | | | | | December 31, 2010 | | December 31, 2010 |
| | | | | | | | As Reported |
| Adjustment |
| As Revised | | As Reported |
| Adjustment |
| As Revised |
| (In millions) | | | | | | | | | | | | | | | | | | |
| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | |
|
Income before income taxes
| |
$
|
115.7
| |
$
|
—
| |
$
|
115.7
| |
$
|
513.8
| |
$
|
—
| |
$
|
513.8
|
|
Income tax expense
| |
|
(37.5)
| |
|
3.9
| |
|
(33.6)
| |
|
(154.9)
| |
|
27.3
| |
|
(127.6)
|
| | | |
Net income including noncontrolling
interests
| | |
78.2
| | |
3.9
| | |
82.1
| | |
358.9
| | |
27.3
| | |
386.2
|
|
Noncontrolling interests in income of
consolidated subsidiaries
| |
|
(18.2)
| |
|
(3.9)
| |
|
(22.1)
| |
|
(71.0)
| |
|
(27.3)
| |
|
(98.3)
|
| | | | | |
Net income attributable to URS
| |
$
|
60.0
| |
$
|
—
| |
$
|
60.0
| |
$
|
287.9
| |
$
|
—
| |
$
|
287.9
|
|
|
|
|
|
|
| |
| Three Months Ended |
| Year Ended |
| | | | | | | | December 31, 2010 | | December 31, 2010 |
| | | | | | | | As Reported |
| Adjustment |
| As Revised | | As Reported |
| Adjustment |
| As Revised |
| (In millions) | | | | | | | | | | | | | | | | | | |
| Consolidated Statements of Cash Flows Data: | | | | | | | | | | | | | | | | | | |
|
Cash flows from operating activities:
| | | | | | | | | | | | | | | | | | |
|
Net income including noncontrolling
interests
| |
$
|
78.2
| | |
$
|
3.9
| | |
$
|
82.1
| | |
$
|
358.9
| | |
$
|
27.3
| | |
$
|
386.2
| |
|
Accounts payable, accrued salaries and
employee benefits, and other current
liabilities
| |
$
|
(44.7
|
)
| |
$
|
(3.9
|
)
| |
$
|
(48.6
|
)
| |
$
|
(40.3
|
)
| |
$
|
(27.3
|
)
| |
$
|
(67.6
|
)
|
URS CORPORATION AND SUBSIDIARIES BOOK OF BUSINESS |
|
|
| |
| |
| | |
| |
| | |
| | | | Infrastructure | | | | | Energy | | | |
| | | | & | | Federal | | & | | | |
| (In millions) | | Environment | | Services | | Construction | | Total |
| As of December 30, 2011 | | | | | | | | | | | | |
|
Backlog
| |
$
|
2,993.1
| |
$
|
4,141.8
| |
$
|
7,124.7
| |
$
|
14,259.6
|
|
Option years
| | |
316.6
| | |
2,370.1
| | |
2,026.2
| | |
4,712.9
|
|
Indefinite delivery contracts
| |
|
2,806.5
| |
|
3,304.0
| |
|
1,948.0
| |
|
8,058.5
|
| |
Total book of business
| |
$
|
6,116.2
| |
$
|
9,815.9
| |
$
|
11,098.9
| |
$
|
27,031.0
|
| | | | | | | | | | | | | |
|
| As of December 31, 2010 | | | | | | | | | | | | |
|
Backlog
| |
$
|
3,259.1
| |
$
|
6,002.2
| |
$
|
7,346.4
| |
$
|
16,607.7
|
|
Option years
| | |
342.6
| | |
2,288.1
| | |
2,117.7
| | |
4,748.4
|
|
Indefinite delivery contracts
| |
|
3,436.3
| |
|
3,208.9
| |
|
1,071.2
| |
|
7,716.4
|
| |
Total book of business
| |
$
|
7,038.0
| |
$
|
11,499.2
| |
$
|
10,535.3
| |
$
|
29,072.5
|
|
|
|
|
|
|
|
|
| |
| December 30, |
| December 31, |
| (In millions) | | 2011 | | 2010 |
|
Backlog by market sector:
| | | | | | |
| | |
Power
| |
$
|
1,623.8
| |
$
|
1,407.7
|
| | |
Infrastructure
| | |
3,011.0
| | |
2,564.5
|
| | |
Industrial and commercial
| | |
1,082.4
| | |
1,347.3
|
| | |
Federal
| |
|
8,542.4
| |
|
11,288.2
|
| | | | |
Total backlog
| |
$
|
14,259.6
| |
$
|
16,607.7
|
URS CORPORATION AND SUBSIDIARIES REVENUES AND OPERATING INCOME (LOSS) BY SEGMENT |
|
|
|
| |
| |
| |
| | | | | Three Months Ended | | Year Ended |
| (In millions) | | December 30, |
| December 31, | | December 30, |
| December 31, |
| 2011 |
| | 2010 |
| | 2011 |
| | 2010 |
|
| Revenues | | | | | | | | | | | | |
|
Infrastructure & Environment (1) | |
$
|
970.8
| | |
$
|
904.1
| | |
$
|
3,760.9
| | |
$
|
3,248.5
| |
|
Federal Services (2) | | |
726.8
| | | |
648.0
| | | |
2,695.4
| | | |
2,582.8
| |
|
Energy & Construction
| | |
729.7
| | | |
854.4
| | | |
3,251.1
| | | |
3,420.6
| |
|
Inter-segment, eliminations and other
| |
|
(34.1
|
)
| |
|
(26.4
|
)
| |
|
(162.4
|
)
| |
|
(74.8
|
)
|
| |
Total revenues
| |
$
|
2,393.2
|
| |
$
|
2,380.1
|
| |
$
|
9,545.0
|
| |
$
|
9,177.1
|
|
| Operating income (loss) | | | | | | | | | | | | |
|
Infrastructure & Environment (1) | |
$
|
51.4
| | |
$
|
50.5
| | |
$
|
222.0
| | |
$
|
222.9
| |
|
Federal Services (2) | | |
73.9
| | | |
41.7
| | | |
(151.5
|
)
| | |
165.6
| |
|
Energy & Construction (3) | | |
8.4
| | | |
46.3
| | | |
(214.4
|
)
| | |
226.9
| |
|
General and administrative expenses
| |
|
(19.6
|
)
| |
|
(16.1
|
)
| |
|
(79.5
|
)
| |
|
(71.0
|
)
|
| |
Total operating income (loss)
| |
$
|
114.1
|
| |
$
|
122.4
|
| |
$
|
(223.4
|
)
| |
$
|
544.4
|
|
(1) The operating results of Scott Wilson were included in the three
months and year ended December 30, 2011, and in the three months ended
December 31, 2010, but only partially included in the year ended
December 31, 2010, as we completed the acquisition in September 2010.
(2) The operating results of Apptis were included in the three months
and partially included in the year ended December 30, 2011, but not in
the corresponding periods ended December 31, 2010, as we completed the
acquisition in June 2011. For the three months and year ended December
30, 2011, the Federal Services Division recorded a goodwill impairment
adjustment of $(19.1) million and a goodwill impairment charge of $348.3
million, respectively.
(3) For the three months and year ended December 30, 2011, the Energy &
Construction business recorded a goodwill impairment charge of $46.8
million and $477.5 million, respectively.
URS CORPORATION AND SUBSIDIARIES REVENUE BREAKDOWN BY SEGMENT AND MARKET SECTOR |
|
| |
| |
| |
| |
| |
| Three months ended December 30, 2011 (In millions) | | Power | | Infrastructure | | Federal | | Industrial and Commercial | | Total |
|
|
Infrastructure & Environment (1) | |
$
|
59.8
| |
$
|
377.7
| |
$
|
161.4
| |
$
|
344.9
| |
$
|
943.8
|
|
Federal Services (2) | | |
—
| | |
—
| | |
726.5
| | |
—
| | |
726.5
|
|
Energy & Construction
| |
|
235.3
| |
|
61.8
| |
|
265.7
| |
|
160.1
| |
|
722.9
|
|
|
Total
| |
$
|
295.1
| |
$
|
439.5
| |
$
|
1,153.6
| |
$
|
505.0
| |
$
|
2,393.2
|
| |
| | | | | | | | | | | | | | | | |
| Year ended December 30, 2011 (In millions) | | Power | | Infrastructure | | Federal | | Industrial and Commercial | | Total |
|
Infrastructure & Environment (1) | |
$
|
201.1
| |
$
|
1,544.0
| |
$
|
636.5
| |
$
|
1,293.5
| |
$
|
3,675.1
|
|
Federal Services (2) | | |
—
| | |
—
| | |
2,694.3
| | |
—
| | |
2,694.3
|
|
Energy & Construction
| |
|
925.5
| |
|
317.3
| |
|
1,308.9
| |
|
623.9
| |
|
3,175.6
|
| |
Total
| |
$
|
1,126.6
| |
$
|
1,861.3
| |
$
|
4,639.7
| |
$
|
1,917.4
| |
$
|
9,545.0
|
| | | | | | | | | | | | | | | | | |
|
| Three months ended December 31, 2010 (In millions) | | Power | | Infrastructure | | Federal | | Industrial and Commercial | | Total |
|
Infrastructure & Environment (1) | |
$
|
48.2
| |
$
|
368.9
| |
$
|
170.4
| |
$
|
307.6
| |
$
|
895.1
|
|
Federal Services (2) | | |
—
| | |
—
| | |
647.8
| | |
—
| | |
647.8
|
|
Energy & Construction
| |
|
217.7
| |
|
105.0
| |
|
346.0
| |
|
168.5
| |
|
837.2
|
| |
Total
| |
$
|
265.9
| |
$
|
473.9
| |
$
|
1,164.2
| |
$
|
476.1
| |
$
|
2,380.1
|
| | | | | | | | | | | | | | | | | |
|
| Year ended December 31, 2010 (In millions) | | Power | | Infrastructure | | Federal | | Industrial and Commercial | | Total |
|
Infrastructure & Environment (1) | |
$
|
156.5
| |
$
|
1,402.8
| |
$
|
682.7
| |
$
|
972.2
| |
$
|
3,214.2
|
|
Federal Services (2) | | |
—
| | |
—
| | |
2,581.2
| | |
—
| | |
2,581.2
|
|
Energy & Construction
| |
|
952.7
| |
|
499.6
| |
|
1,259.5
| |
|
669.9
| |
|
3,381.7
|
| |
Total
| |
$
|
1,109.2
| |
$
|
1,902.4
| |
$
|
4,523.4
| |
$
|
1,642.1
| |
$
|
9,177.1
|
(1) The operating results of Scott Wilson were included in the three
months and year ended December 30, 2011, and in the three months ended
December 31, 2010, but only partially included in the year ended
December 31, 2010 as we completed the acquisition in September 2010.
(2) The operating results of Apptis were included in the three months
and partially included in the year ended December 30, 2011, but not in
the corresponding periods ended December 31, 2010 as we completed the
acquisition in June 2011.
