Woodward-Clyde Group, Inc. and Subsidiaries
Consolidated Statement of Financial Position
(Unaudited)
(In thousands)
September 30
1997
---------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,861
Available-for-sale investments 7,517
Receivables and unbilled revenues:
Accounts receivable 79,962
Unbilled revenues 22,593
Other 996
Less allowance for uncollectible accounts (6,817)
---------
96,734
Prepaid expenses and other assets 2,336
---------
TOTAL CURRENT ASSETS 110,448
PROPERTY and EQUIPMENT
at cost, less accumulated depreciation and amortization of $30,982 14,619
OTHER ASSETS
Excess of cost over net assets of subsidiaries at acquisition,
less accumulated amortization of $1,852 9,933
Property held for resale 2,325
Deferred income taxes 4,151
Other 1,342
---------
17,751
---------
$ 142,818
=========
<FN>
See accompanying notes.
</FN>
Woodward-Clyde Group, Inc. and Subsidiaries
Consolidated Statement of Financial Position (Continued)
(Unaudited)
(In thousands)
September 30
1997
--------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Loans payable to banks $ 20,413
Accounts payable 24,430
Accrued payroll and other accrued expenses 24,130
Income taxes payable 1,496
Deferred income taxes 3,452
Notes payable 382
Current portion of long-term debt 4,819
--------
TOTAL CURRENT LIABILITIES 79,122
LONG-TERM LIABILITIES
Long-term debt, less current portion 8,643
Other 6,552
--------
15,195
Redeemable preferred stock 6,525
SHAREHOLDERS' EQUITY
Common shares 20
Additional paid-in capital 19,494
Retained Earnings 22,689
Unrealized gain on investments 28
Foreign currency translation adjustment (136)
--------
42,095
Less notes receivable from shareholders from sale of Common shares (119)
--------
41,976
--------
$142,818
=========
<FN>
See accompanying notes
</FN>
Woodward-Clyde Group, Inc. and Subsidiaries
Consolidated Statements of Financial Position
(Unaudited)
(In thousands, except per share data)
Nine Months Ended Nine Months Ended
September 30, 1997 September 30, 1996
------------------ ------------------
REVENUES
Gross revenues from services $ 254,427 $ 238,595
Direct costs of outside services (86,695) (78,726)
--------- ---------
NET REVENUES 167,732 159,869
COSTS AND EXPENSES
Salaries and benefits 115,513 114,443
General expenses 36,266 35,708
Depreciation and amortization 4,640 5,081
--------- ---------
156,419 155,232
OTHER EXPENSES (INCOME)
Interest 2,153 2,042
Other income (246) (93)
--------- ---------
1,907 1,949
--------- ---------
INCOME BEFORE TAXES 9,406 2,688
INCOME TAXES 4,464 1,230
--------- ---------
NET INCOME
4,942 1,458
Less:
Dividends on redeemable preferred stock (53) (58)
Redemption premium on redeemable preferred stock (691) (734)
--------- ---------
Net income applicable to common shares $ 4,198 $ 666
========= =========
Net income per share $ 2.13 $ 0.34
========= =========
Weighted average shares outstanding 1,972 1,966
========= =========
<FN>
See accompanying notes.
</FN>
Woodward-Clyde Group, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended Nine Months Ended
September 30, 1997 September 30, 1996
------------------ ------------------
Operating activities
Net income $ 4,942 $ 1,458
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 4,640 5,081
Provision for claims costs 1,918 1,013
Provision for deferred income taxes (97) 964
Changes in operating assets and liabilities:
Receivables and unbilled revenues (15,435) (7,396)
Prepaid expenses and other assets (1,127) (569)
Other 285 80
Accounts payable 3,193 4,442
Accrued payroll and other accrued expenses 2,677 914
Income taxes payable 3,219 829
Payment of claims (953) (1,439)
Other long-term liabilities (801) 280
-------- --------
Net cash provided by operating activities 2,461 5,657
Investing activities
Net additions to property and equipment (3,021) (2,256)
Net purchases of available-for-sale investments (2,215) (640)
Unrealized gain (loss) on investments 30 (103)
-------- --------
Net cash used in investing activities (5,206) (2,999)
Financing activities
Net borrowings on loans payable to banks 4,657 5,993
Net borrowings on notes payable 142 6,786
Principal payments on long-term debt (2,919) (17,738)
Principal payments on notes receivable from shareholders 170 --
Redemption of Common shares (60) (478)
Purchase of redeemable preferred stock (619) --
Dividends paid on redeemable preferred stock (53) (58)
Proceeds from sale of redeemable preferred stock 1,057 --
-------- --------
Net cash provided (used) by financing activities 2,375 (5,495)
Net decrease in cash and cash equivalents (370) (2,837)
Cash and cash equivalents at beginning of period 4,231 5,181
-------- --------
Cash and cash equivalents at end of period $ 3,861 $ 2,344
======== ========
<FN>
See accompanying notes.
</FN>
Woodward-Clyde Group, Inc.
Notes to Consolidated Condensed Financial Statements
(Unaudited)
1. Basis of Presentation
Woodward-Clyde Group, Inc. ("WC"), in its opinion, has included all
adjustments (consisting only of normal recurring accruals) necessary for a fair
presentation of the results of operations for the periods presented. The
consolidated condensed financial statements and notes thereto should be read in
conjunction with the financial statements and notes for the years ended December
31, 1996, 1995 and 1994, as previously included in the Joint Proxy
Statement/Prospectus filed as Part I of URS Corporation's Registration Statement
on Form S-4 (Registration Statement 333-37531) filed on October 9, 1997, as
amended by the Pre-Effective Amendment No. 1 to Registration Statement on Form
S-4 filed on October 10, 1997, hereby incorporated by reference herein. The
results of operations for the nine months ended September 30, 1997 and 1996 are
not necessarily indicative of the results for a full year.
2. Redeemable Preferred Stock
During the nine months ended September 30, 1997, shares of preferred stock
were issued to the WCG CAP as a $1,056,799 matching contribution into this
WC-sponsored defined contribution (401(k)) plan as follows: 2,101 shares at a
price of $168.30 per share and 4,107 shares at a price of $171.22 per share.
3. Shareholders' Equity
During the nine months ended September 30, 1997, WC issued no shares of
common stock and purchased and retired 12,000 shares of common stock. All common
stock transactions were recorded at a price which is a function of book value
per share and is determined by WC's Board of Directors. For the nine months
ended September 30, 1997, all transactions were executed at a price of $25.00
per share.