UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2001
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 Identification No.) (I.R.S. Employer of incorporation)
100 California Street, Suite 500
San Francisco, California 94111-4529
(Address of principal executive offices) (Zip Code)
(415) 774-2700
(Registrant's telephone number, including area code)
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 March 2, 2001
----- ----------------------------
Common Stock, $.01 par value 17,068,032
URS CORPORATION AND SUBSIDIARIES
This Form 10-Q for the quarter ended January 31, 2001, contains
forward-looking statements, including statements about the continued strength of
our business and opportunities for future growth. We believe that our
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, including but not limited to the
following, could cause our business and financial results to differ materially
from those expressed or implied in forward-looking statements: our highly
leveraged position; our ability to service our debt; our ability to pursue
business strategies; our continued dependence on federal, state and local
appropriations for infrastructure spending; pricing pressures, changes in the
regulatory environment; outcomes of pending and future litigation; our ability
to attract and retain qualified professionals; industry competition; changes in
international trade, monetary and fiscal policies; our ability to integrate
future acquisitions successfully; and other factors discussed more fully in the
attached Management's Discussion and Analysis of Financial Condition and Results
of Operations, as well as in our Annual Report on Form 10-K for the year ended
October 31, 2000, and other reports subsequently filed from time to time with
the Securities and Exchange Commission . We assume no obligation to update any
forward-looking statements.
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets
January 31, 2001 and October 31, 2000 ...................................................... 3
Consolidated Statements of Operations
Three months ended January 31, 2001 and 2000 ............................................... 4
Consolidated Statements of Cash Flows
Three months ended January 31, 2001 and 2000 ............................................... 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .............................................. 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk .................................... 21
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings ............................................................................. 22
Item 2. Changes in Securities and Use of Proceeds ..................................................... 22
Item 3. Defaults Upon Senior Securities ............................................................... 22
Item 4. Submission of Matters to a Vote of Security Holders ........................................... 22
Item 5. Other Information ............................................................................. 22
Item 6. Exhibits and Reports on Form 8-K .............................................................. 22
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
January 31, 2001 October 31, 2000
---------------- ----------------
(unaudited)
ASSETS
Current assets:
Cash ........................................................................ $ 9,369 $ 23,693
Accounts receivable ......................................................... 445,096 464,074
Costs and accrued earnings in excess of billings on contracts in process .... 292,629 281,757
Less receivable allowances .................................................. (33,518) (36,826)
----------- -----------
Net accounts receivable ............................................... 704,207 709,005
----------- -----------
Income taxes recoverable .................................................... 8,597 16,668
Deferred income taxes ....................................................... 5,205 4,859
Prepaid expenses and other assets ........................................... 28,218 22,325
----------- -----------
Total current assets ................................................. 755,596 776,550
Property and equipment, net .................................................... 88,321 88,661
Goodwill, net .................................................................. 510,715 514,611
Other assets ................................................................... 49,247 47,312
----------- -----------
$ 1,403,879 $ 1,427,134
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ........................................... $ 49,048 $ 45,223
Accounts payable ............................................................ 114,654 125,165
Accrued salaries and wages .................................................. 58,852 92,212
Accrued expenses and other .................................................. 28,345 28,915
Billings in excess of costs and accrued earnings on contracts in process .... 96,923 90,475
----------- -----------
Total current liabilities ............................................ 347,822 381,990
Long-term debt ................................................................. 603,580 603,128
Deferred income taxes .......................................................... 32,921 33,157
Deferred compensation and other ................................................ 39,879 40,052
----------- -----------
Total liabilities .................................................... 1,024,202 1,058,327
----------- -----------
Commitments and contingencies (Note 2)
Mandatorily redeemable Series B exchangeable convertible preferred stock, par
value $1.00; authorized 150 shares; issued 52 and 51, respectively; liquidation
preference $113,252 and $111,013, respectively ................................ 113,252 111,013
----------- -----------
Stockholders' equity:
Common shares, par value $.01; authorized 50,000 shares; issued 17,045 and
16,834 shares, respectively ................................................ 169 168
Treasury stock .............................................................. (287) (287)
Additional paid-in capital .................................................. 138,395 137,389
Foreign currency translation adjustment ..................................... (2,291) (2,412)
Retained earnings ........................................................... 130,439 122,936
----------- -----------
Total stockholders' equity ........................................... 266,425 257,794
----------- -----------
$ 1,403,879 $ 1,427,134
=========== ===========
See Notes to Consolidated Financial Statements
3
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three months ended
January 31,
----------------------
2001 2000
---- ----
(unaudited)
Revenues ............................................. $515,624 $512,877
-------- --------
Expenses:
Direct operating ................................. 305,533 310,176
Indirect, general and administrative ............. 175,518 169,034
Interest expense, net ............................ 17,618 17,983
-------- --------
498,669 497,193
-------- --------
Income before taxes .................................. 16,955 15,684
Income tax expense ................................... 7,500 7,050
-------- --------
Net income ........................................... 9,455 8,634
Preferred stock dividend ............................. 2,214 2,052
-------- --------
Net income available for common stockholders ......... 7,241 6,582
Other comprehensive income, net of tax:
Foreign currency translation adjustments ......... 121 83
-------- --------
Comprehensive income ................................. $ 7,362 $ 6,665
======== ========
Net income per common share:
Basic ............................................ $ .43 $ .41
======== ========
Diluted .......................................... $ .42 $ .40
======== ========
See Notes to Consolidated Financial Statements
4
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
January 31,
---------------------
2001 2000
---- ----
(unaudited)
Cash flows from operating activities:
Net income ............................................................. $ 9,455 $ 8,634
-------- --------
Adjustments to reconcile net income to net cash provided (used)
by operating activities:
Depreciation and amortization ....................................... 9,919 10,714
Amortization of financing fees ...................................... 898 820
Receivable allowances ............................................... (3,308) 86
Stock compensation .................................................. 365 89
Changes in current assets and liabilities:
Accounts receivable and costs and accrued earnings in excess of
billings on contracts in process ................................... 8,106 (11,629)
Income taxes recoverable ............................................ 8,071 --
Prepaid expenses and other assets ................................... (6,666) 10,374
Accounts payable, accrued salaries and wages and accrued
expenses ........................................................... (44,153) (42,369)
Billings in excess of costs and accrued earnings on contracts in
process ............................................................ 6,448 4,675
Deferred income taxes ............................................... (582) 1,544
Deferred compensation and other ..................................... (173) 414
Other, net .......................................................... (1,814) (535)
-------- --------
Total adjustments .............................................. (22,889) (25,817)
-------- --------
Net cash (used) by operating activities ................................ (13,434) (17,183)
-------- --------
Cash flows from investing activities:
Capital expenditures, less equipment purchased through capital
leases of $3,386 and $2,829, respectively .......................... (2,297) (2,075)
-------- --------
Net cash (used) by investing activities ................................ (2,297) (2,075)
-------- --------
Cash flows from financing activities:
Net increase in long-term debt, bank borrowings and capital lease
obligations, excluding capital lease obligations to purchase equipment
of $3,386 and $2,829, respectively ................................... 766 2,005
Proceeds from sale of common shares and exercise of stock options ...... 641 341
-------- --------
Net cash provided by financing activities ............................. 1,407 2,346
-------- --------
Net decrease in cash ...................................................... (14,324) (16,912)
Cash at beginning of period ............................................... 23,693 45,687
-------- --------
Cash at end of period ..................................................... $ 9,369 $ 28,775
======== ========
Supplemental Information:
Interest paid .......................................................... $ 22,978 $ 20,199
======== ========
Taxes paid ............................................................. $ 3,137 $ 8,609
======== ========
Equipment acquired subject to capital lease obligations ................ $ 3,386 $ 2,829
======== ========
Non-cash dividends paid in-kind ........................................ $ 1,581 $ 1,401
======== ========
See Notes to Consolidated Financial Statements
5
URS CORPORATION AND SUBSIDIARIES
NOTE 1. Accounting Policies
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.
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, 2000.
The results of operations for the three months ended January 31, 2001, are not
necessarily indicative of the operating results for the full year.
Income Per Common Share
Basic income per common share is computed by dividing net income available
to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted income per common share is computed giving
effect to all dilutive potential common shares that were outstanding during the
period. Dilutive potential common shares consist of the incremental common
shares issuable upon the exercise of stock options and conversion of preferred
stock. Diluted income per share is computed by dividing net income available to
common stockholders plus the preferred stock dividend by the weighted average
dilutive potential common shares that were outstanding during the period.
Adoption of Statements of Financial Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 established
accounting and reporting standards for derivative instruments, including
derivative instruments that are embedded in other contracts, and for hedging
activities. While SFAS 133 was effective for all fiscal quarters of all fiscal
years beginning after June 15, 1999, in July 1999, the FASB issued Statement of
Financial Accounting Standards No. 137 "Accounting for Derivative Instruments
and Hedging Activities--Deferral of the Effective Date of SFAS Statement No.
133" ("SFAS 137"). SFAS 137 deferred the effective date of applying the
provisions of SFAS 133 until the first quarter of fiscal years beginning after
June 15, 2000. The Company adopted SFAS 133 on November 1, 2000. As of January
31, 2001, the only contract held by the Company that meets the definition of a
derivative contained in SFAS 133 is the interest rate cap agreement. The fair
market value of the interest rate cap agreement at January 31, 2001, was $24,896
and was included in Prepaid Expenses and Other Assets in the Consolidated
Balance Sheets. The gain on the interest rate cap agreement of $24,896 is also
included in the Consolidated Statements of Operations.
Reclassifications
Certain reclassifications have been made to the 2000 financial statements to
conform to the 2001 presentation with no effect on net income as previously
reported.
NOTE 2. COMMITMENTS AND CONTINGENCIES
Currently, the Company has limits of $125.0 million per loss and $125.0
million in the annual aggregate for general liability, professional errors and
omissions liability, and contractor's pollution liability insurance. These
programs each have a self-insured claim retention of $0.1 million, $1.0 million
and $0.25 million, respectively. With respect to various claims of Dames and
Moore Group ("D-M"), an engineering and construction services firm acquired in
June 1999, that arose from professional errors and omissions prior to the
acquisition, the Company has maintained a self-insured retention of $5.0 million
per claim. Excess limits provided for these coverages are on a "claims made"
basis, covering only claims actually made during the policy period currently in
effect. Thus, if the Company does not continue to maintain these excess
policies, it will have no coverage for claims made after its termination date
even if the occurrence was during the term of coverage. It is the Company's
intent to maintain these policies, but there can be no assurance that the
Company can maintain existing coverages or that claims will not exceed the
available amount of insurance.
6
Various legal proceedings are pending against the Company or its
subsidiaries alleging, among other things, breaches of contract or negligence in
connection with the performance of professional services. In some actions,
parties are seeking damages, including punitive or treble damages, that
substantially exceed the Company's insurance coverage. Based on the Company's
previous experience with claims settlement and the nature of the pending legal
proceedings, the Company does not believe that any of the legal proceedings are
likely to result in a judgment against, or settlement by it, that would
materially exceed its insurance coverage or have a material adverse effect on
its consolidated financial position or operations.
NOTE 3. SEGMENT AND RELATED INFORMATION
In the fiscal year ended October 31, 1999, the Company adopted Statement of
Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about Segments
of an Enterprise and Related Information." SFAS 131 establishes standards for
reporting information about operating segments and related disclosures on
products, geographic information and major customers.
Management has organized the Company by geographic divisions. The geographic
divisions are Parent, Domestic and International. The Parent division comprises
the Parent Company. The Domestic division comprises all offices located in the
United States. The International division comprises all offices in the Americas
and in Europe and Asia/Pacific (e.g., Australia, Indonesia, Singapore, New
Zealand and the Philippines).
Accounting policies for each of the reportable segments are the same as
those described in Note 1, Accounting Policies. The Company provides services
throughout the world. Services to other countries may be performed within the
United States, and generally, revenues are classified within the geographic area
where the services were performed.
The following table shows summarized financial information on the Company's
reportable segments. Included in the "Eliminations" column are elimination of
inter-segment sales and elimination of investment in subsidiaries.
7
As of January 31, 2001: Parent Domestic International Eliminations Total
----------------------- ------ -------- ------------- ------------ -----
Total accounts receivable........... $ (7,814) $ 628,551 $ 90,952 $ (7,482) $ 704,207
Total assets........................ $645,717 $1,318,300 $104,425 $(664,563) $1,403,879
FOR THE THREE MONTHS ENDED
January 31, 2001: Parent Domestic International Eliminations Total
----------------- ------ -------- ------------- ------------ -----
Revenue ............................ $ -- $ 498,934 $ 50,556 $ (33,866) $ 515,624
Segment operating income (loss)..... $ (2,719) $ 36,690 $ 602 $ -- $ 34,573
As of October 31, 2000: Parent Domestic International Eliminations Total
----------------------- ------ -------- ------------- ------------ -----
Total accounts receivable........... $ (7,814) $ 637,564 $ 82,469 $ (3,214) $ 709,005
Total assets........................ $664,156 $ 1,310,171 $ 112,105 $ (659,298) $1,427,134
FOR THE THREE MONTHS ENDED
January 31, 2000: Parent Domestic International Eliminations Total
----------------- ------ -------- ------------- ------------ -----
Revenue ........................... $ -- $ 458,884 $ 56,804 $ (2,811) $ 512,877
Segment operating income .......... $ (3,716) $ 37,017 $ 850 $ (484) $ 33,667
The next table provides a reconciliation of operating income to consolidated
income before income taxes.
Three Months Ended
January 31,
--------------------
2001 2000
---- ----
Segment operating income ............ $34,573 $33,667
Interest expense, net................. 17,618 17,983
------- -------
Income before taxes................... $16,955 $15,684
======= =======
8
NOTE 4. SUPPLEMENTAL GUARANTOR INFORMATION
In June 1999, the Company completed a private placement of $200 million
principal amount of its 12 1/4% Senior Subordinated Notes due 2009, which were
exchanged in August 1999, for 12 1/4% Senior Subordinated Exchange Notes (the
"Notes"). The Notes are fully and unconditionally guaranteed on a joint and
several basis by certain of the Company's wholly owned subsidiaries.
Substantially all of the Company's income and cash flow is generated by its
subsidiaries. The Company has no operating assets or operations other than its
investments in its subsidiaries. As a result, funds necessary to meet the
Company's debt service obligations are provided mainly by distributions to or
advances from its subsidiaries. Under certain circumstances, contractual and
legal restrictions, as well as the financial condition and operating
requirements of the Company's subsidiaries, could limit the Company's ability to
obtain cash from its subsidiaries for the purpose of meeting its debt service
obligations, including the payment of principal and interest on the Notes.
The following information sets forth the condensed consolidating balance
sheets of the Company as of January 31, 2001 and October 31, 2000, the condensed
consolidating statements of operations for the three months ended January 31,
2001 and 2000, and the condensed consolidating statements of cash flows for the
three months ended January 31, 2001 and 2000. Investments in subsidiaries are
accounted for using the equity method; accordingly, entries necessary to
consolidate the Company and all of its subsidiaries are reflected in the
eliminations column. Separate complete financial statements of the Company and
its subsidiaries that guarantee the Notes would not provide additional material
information that would be useful in assessing the financial composition of such
subsidiaries.
9
URS CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
(In thousands)
(Unaudited)
January 31, 2001
---------------------------------------------------------------------
Subsidiary
Subsidiary Non-
Parent Guarantors Guarantors Eliminations Consolidated
------ ---------- ---------- ------------ ------------
ASSETS
Current assets:
Cash ......................................... $ (9,444) $ 4,075 $ 14,738 $ -- $ $9,369
Accounts receivable, net ..................... (7,814) 628,551 90,952 (7,482) 704,207
Prepaid expenses and other assets ............ 10,539 42,882 (11,401) -- 42,020
--------- ---------- --------- --------- ----------
Total current assets ..................... (6,719) 675,508 94,289 (7,482) 755,596
Property and equipment, net ...................... 574 76,871 10,876 -- 88,321
Goodwill, net .................................... 392,481 152,886 181 (34,833) 510,715
Investment in unconsolidated subsidiaries ........ 245,127 362,010 1,204 (608,341) --
Inter-company receivable ......................... -- 3,984 (2,731) (1,253) --
Other assets ..................................... 14,254 47,041 606 (12,654) 49,247
--------- ---------- --------- --------- ----------
$ 645,717 $1,318,300 $ 104,425 $(664,563) $1,403,879
========= ========== ========= ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ............ $ 33,924 $ 19,957 $ 7,594 $ (12,427) $ 49,048
Accounts payable ............................. 2,776 110,618 9,424 (8,164) 114,654
Inter-company payable ........................ (168,638) 126,223 42,361 54 --
Accrued expenses and other ................... 7,133 61,431 21,190 (2,557) 87,197
Billings in excess of costs and accrued
earnings on contracts in process .......... -- 90,410 6,513 -- 96,923
--------- ---------- --------- --------- ----------
Total current liabilities ................ (124,805) 408,639 87,082 (23,094) 347,822
Long-term debt ................................... 587,261 15,826 493 -- 603,580
Other ............................................ 40,315 32,478 (98) 105 72,800
--------- ---------- --------- --------- ----------
Total liabilities ........................ 502,771 456,943 87,477 (22,989) 1,024,202
--------- ---------- --------- --------- ----------
Mandatorily redeemable Series B exchangeable
convertible preferred stock ................... 113,252 -- -- -- 113,252
Total stockholders' equity ....................... 29,694 861,357 16,948 (641,574) 266,425
--------- ---------- --------- --------- ----------
$ 645,717 $1,318,300 $ 104,425 $(664,563) $1,403,879
========= ========== ========= ========= ==========
10
URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In thousands)
(Unaudited)
Three Months Ended January 31, 2001
----------------------------------------------------------------------
Subsidiary
Subsidiary Non-
Parent Guarantors Guarantors Eliminations Consolidated
------ ---------- ---------- ------------ ------------
Revenues ...................... $ -- $ 486,447 $ 50,556 $ (21,379) $ 515,624
--------- --------- --------- --------- ---------
Expenses:
Direct operating ........... -- 296,843 30,069 (21,379) 305,533
Indirect, general and
administrative ........... 2,719 152,914 19,885 -- 175,518
Interest expense, net ...... 17,369 20 229 -- 17,618
--------- --------- --------- --------- ---------
20,088 449,777 50,183 (21,379) 498,669
--------- --------- --------- --------- ---------
Income (loss) before taxes .... (20,088) 36,670 373 -- 16,955
Income tax expense ............ 7,291 131 78 -- 7,500
--------- --------- --------- --------- ---------
Net income (loss) ............. (27,379) 36,539 295 -- 9,455
Preferred stock dividend ...... 2,214 -- -- -- 2,214
--------- --------- --------- --------- ---------
Net income (loss) available for
common stockholders ........ (29,593) 36,539 295 -- 7,241
Other comprehensive income,
net of tax:
Foreign currency adjustments -- -- 121 -- 121
--------- --------- --------- --------- ---------
Comprehensive income (loss) ... $ (29,593) $ 36,539 $ 416 $ -- $ 7,362
========= ========= ========= ========= =========
11
URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended January 31, 2001
------------------------------------------------------------------
Subsidiary
Subsidiary Non-
Parent Guarantors Guarantors Eliminations Consolidated
------ ---------- ---------- ------------ ------------
Cash flows from operating activities:
Net income (loss) ................ $(27,379) $ 36,539 $ 295 $ -- $ 9,455
-------- -------- -------- -------- --------
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation and amortization .... 2,616 6,597 706 -- 9,919
Amortization of financing fees ... 898 -- -- -- 898
Receivable allowances ............ -- (3,579) 271 -- (3,308)
Stock compensation ............... 365 -- -- -- 365
Changes in current assets and
liabilities:
Accounts receivable and costs and
accrued earnings in excess of
billings on contracts in
process ........................ -- 12,592 (8,756) 4,270 8,106
Prepaid expenses and other
assets ......................... (10,092) 12,199 (702) -- 1,405
Accounts payable, accrued salaries
and wages and accrued
expenses ....................... (2,337) (43,065) 5,578 (4,329) (44,153)
Billings in excess of costs and
accrued earnings on contracts in
process ........................ -- 6,241 207 -- 6,448
Deferrals and other, net ......... 10,109 (13,725) 810 237 (2,569)
-------- -------- -------- -------- --------
Total adjustments .............. 1,559 (22,740) (1,886) 178 (22,889)
-------- -------- -------- -------- --------
Net cash provided (used) by
operating activities ........... (25,820) 13,799 (1,591) 178 (13,434)
-------- -------- -------- -------- --------
Cash flows from investing activities:
Capital expenditures ............. (166) (1,585) (546) -- (2,297)
-------- -------- -------- -------- --------
Net cash provided (used) by
investing activities ........... (166) (1,585) (546) -- (2,297)
-------- -------- -------- -------- --------
Cash flows from financing activities:
Net increase in long-term debt,
bank borrowings and capital
lease obligations .............. 5,000 (2,319) (1,737) (178) 766
Proceeds from sale of common
shares and exercise of stock
options ........................ 641 -- -- -- 641
-------- -------- -------- -------- --------
Net cash (used) by financing
activities ..................... 5,641 (2,319) (1,737) (178) 1,407
-------- -------- -------- -------- --------
Net increase (decrease) in cash ..... (20,345) 9,895 (3,874) -- (14,324)
Cash at beginning of period ......... 10,901 (5,820) 18,612 -- 23,693
-------- -------- -------- -------- --------
Cash at end of period ............... $ (9,444) $ 4,075 $ 14,738 $ -- $ 9,369
======== ======== ======== ======== ========
12
URS CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
(In thousands)
October 31, 2000
-------------------------------------------------------------------------------
Subsidiary
Subsidiary Non-
Parent Guarantors Guarantors Eliminations Consolidated
----------- ----------- ----------- ------------ ------------
ASSETS
Current assets:
Cash ..................................... $ 10,901 $ (5,820) $ 18,612 $ -- $ 23,693
Accounts receivable, net ................. (7,814) 637,564 82,469 (3,214) 709,005
Prepaid expenses and other assets ........ 5,418 37,971 463 -- 43,852
----------- ----------- ----------- ----------- -----------
Total current assets .................. 8,505 669,715 101,544 (3,214) 776,550
Property and equipment, net ................... 442 77,184 11,035 -- 88,661
Goodwill, net ................................. 395,063 154,631 -- (35,083) 514,611
Investment in unconsolidated subsidiaries ..... 245,127 361,210 920 (607,257) --
Inter-company receivable ...................... -- 5,458 (4,205) (1,253) --
Other assets .................................. 15,019 41,973 2,811 (12,491) 47,312
----------- ----------- ----------- ----------- -----------
$ 664,156 $ 1,310,171 $ 112,105 $ (659,298) $ 1,427,134
=========== =========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ......... $ 28,924 $ 18,824 $ 9,723 $ (12,248) $ 45,223
Accounts payable .......................... (1,061) 119,776 10,345 (3,895) 125,165
Inter-company payable ..................... (173,328) 150,096 31,895 (8,663) --
Accrued expenses and other ................ 33,291 59,875 32,358 (4,397) 121,127
Billings in excess of costs and
accrued earnings on contracts in
process ................................. -- 84,169 6,306 -- 90,475
----------- ----------- ----------- ----------- -----------
Total current liabilities ............. (112,174) 432,740 90,627 (29,203) 381,990
Long-term debt ................................. 587,135 15,892 101 -- 603,128
Other .......................................... 19,902 51,562 1,594 151 73,209
----------- ----------- ----------- ----------- -----------
Total liabilities ..................... 494,863 500,194 92,322 (29,052) 1,058,327
Mandatorily redeemable Series B exchangeable
convertible preferred stock ................. 111,013 -- -- -- 111,013
Total stockholders' equity ..................... 58,280 809,977 19,783 (630,246) 257,794
----------- ----------- ----------- ----------- -----------
$ 664,156 $ 1,310,171 $ 112,105 $ (659,298) $ 1,427,134
=========== =========== =========== =========== ===========
13
URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
(In thousands)
(Unaudited)
Three Months Ended January 31, 2000
---------------------------------------------------------------
Subsidiary
Subsidiary Non-
Parent Guarantors Guarantors Eliminations Consolidated
-------- ---------- ---------- ------------ ------------
Revenues ...................... $ -- $459,215 $ 56,804 $ (3,142) $512,877
-------- -------- -------- --------- --------
Expenses:
Direct operating ........... -- 280,146 33,172 (3,142) 310,176
Indirect, general and
administrative ........... 3,716 142,536 22,782 -- 169,034
Interest expense, net ...... 17,590 165 228 -- 17,983
-------- -------- -------- --------- --------
21,306 422,847 56,182 (3,142) 497,193
-------- -------- -------- --------- --------
Income (loss) before taxes .... (21,306) 36,368 622 -- 15,684
Income tax expense ............ 6,856 161 33 -- 7,050
-------- -------- -------- --------- --------
Net income (loss) ............. (28,162) 36,207 589 -- 8,634
Preferred stock dividend ...... 2,052 -- -- -- 2,052
-------- -------- -------- --------- --------
Net income (loss) available for
common stockholders ........ (30,214) 36,207 589 -- 6,582
Other comprehensive income,
net of tax:
Foreign currency adjustments -- -- 83 -- 83
-------- -------- -------- --------- --------
Comprehensive income (loss) ... $(30,214) $ 36,207 $ 672 $ -- $ 6,665
======== ======== ======== ========= ========
14
URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended January 31, 2000
---------------------------------------------------------------
Subsidiary
Subsidiary Non-
Parent Guarantors Guarantors Eliminations Consolidated
-------- ---------- ---------- ------------ ------------
Cash flows from operating activities:
Net income (loss) ................. $(28,162) $ 36,207 $ 589 $ -- $ 8,634
-------- -------- -------- ------- --------
Adjustments to reconcile net income to
net cash provided (used) by
operating activities:
Depreciation and amortization ..... 2,424 7,672 618 -- 10,714
Amortization of financing fees .... 820 -- -- -- 820
Receivable allowances ............. -- 2,542 (3,548) 1,092 86
Stock compensation ................ 89 -- -- -- 89
Changes in current assets and
liabilities:
Accounts receivable and costs and
accrued earnings in excess of
billings on contracts in
process ........................ -- (54,403) 7,598 35,176 (11,629)
Prepaid expenses and other
assets .......................... (7,748) 822 1,167 16,133 10,374
Accounts payable, accrued salaries
and wages and accrued
expenses ........................ 24,363 3,408 (6,825) (63,315) (42,369)
Billings in excess of costs and
accrued earnings on contracts in
process ......................... -- 3,528 2,861 (1,714) 4,675
Deferrals and other, net .......... (535) -- (2,387) 4,345 1,423
-------- -------- -------- ------- --------
Total adjustments ............... 19,413 (36,431) (516) (8,283) (25,817)
-------- -------- -------- ------- --------
Net cash provided (used) by operating
activities ........................ (8,749) (224) 73 (8,283) (17,183)
-------- -------- -------- ------- --------
Cash flows from investing activities:
Capital expenditures .............. (16) (697) (1,362) -- (2,075)
-------- -------- -------- ------- --------
Net cash (used) by investing
activities ...................... (16) (697) (1,362) -- (2,075)
-------- -------- -------- ------- --------
Cash flows from financing activities:
Proceeds from issuance (payment) of
debt ............................ 516 (8,924) 2,130 8,283 2,005
Proceeds from sale of common shares
and exercise of stock
options ......................... 341 -- -- -- 341
-------- -------- -------- ------- --------
Net cash provided by financing
activities ...................... 857 (8,924) 2,130 8,283 2,346
-------- -------- -------- ------- --------
Net increase (decrease) in cash ...... (7,908) (9,845) 841 -- (16,912)
Cash at beginning of period .......... 6,722 17,028 21,937 -- 45,687
-------- -------- -------- ------- --------
Cash at end of period ................ $ (1,186) $ 7,183 $ 22,778 $ -- $ 28,775
======== ======== ======== ======= ========
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
We report the results of our 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, 2000, which was previously filed with the Securities and Exchange
Commission.
Results of Operations
First quarter ended January 31, 2001 vs. January 31, 2000
Our revenues were $515,624,000 for the quarter ended January 31, 2001, an
increase of $2,747,000 or 0.5%, over the amount reported for the same period
last year.
Direct operating expenses for the quarter ended January 31, 2001, which
consist of direct labor and other direct expenses, including subcontractor
costs, decreased $4,643,000, a 1.5% decrease over the amount reported for the
same period last year as a result of a decrease in the use of subcontractors.
Indirect, general and administrative expenses for the quarter ended January 31,
2001, increased $6,484,000, or 3.8%, over the amount reported for the same
period last year, as a result of an increase in sales and business development
expenses. Interest expense decreased due to reductions in our long-term debt.
Our earnings before income taxes were $16,955,000 for the first quarter
ended January 31, 2001, compared to $15,684,000 for the same period last year.
Our effective income tax rates for the quarters ended January 31, 2001 and 2000
were approximately 44% and 45%, respectively.
We reported net income of $9,455,000 or $0.42 per share on a diluted basis
for the first quarter ended January 31, 2001, compared with $8,634,000, or $0.40
per share for the same period last year.
Our backlog at January 31, 2001, was $1.6 billion, as compared to $1.7
billion at October 31, 2000.
Liquidity and Capital Resources
At January 31, 2001, we had working capital of $407,774,000, an increase of
$13,214,000 from October 31, 2000.
Substantially all of our cash flow is generated by our subsidiaries. As a
result, funds necessary to meet our debt service obligations are provided mainly
by receipts from our subsidiaries. Under certain circumstances, legal and
contractual restrictions, as well as the financial condition and operating
requirements of the subsidiaries, may limit our ability to obtain cash from our
subsidiaries.
Our liquidity and capital measurements are set forth below:
As of January 31, 2001
----------------------
Working capital .................................. $407,774,000
Working capital (current) ratio .................. 2 to 1
Average days to convert billed accounts receivable
to cash ....................................... 74
Percentage of debt to equity ..................... 172%
Our cash and cash equivalents amounted to $9,369,000 at January 31, 2001, a
decrease of $14,324,000 from October 31, 2000, primarily as a result of funding
operating requirements.
During the three-month period ended January 31, 2001, cash flow used by
operating activities totaled $13,434,000. We intend to satisfy our working
capital needs primarily through internal cash generation. Our primary sources of
liquidity will be cash flow from operations and borrowings under the senior
collateralized credit facility, if necessary. Our primary uses of cash will be
to fund our working capital and capital expenditures and to service our debt. We
believe that our existing financial resources, together with our planned cash
flow from operations and existing credit
16
facilities, will provide sufficient resources to fund our combined operations
and capital expenditure needs for the foreseeable future.
During the fiscal year ended October 31, 1999, we paid $376.2 million for
the purchase of Dames and Moore. To fund this transaction and to refinance
outstanding bank debt, we incurred new borrowings of $650 million from
establishing a long-term senior collateralized credit facility with a syndicate
of banks led by Wells Fargo Bank, N.A. ("the Bank") and from the issuance of 12
1/4% Senior Subordinated Exchange Notes. In addition, we sold 46,082.95 shares
of our Series B Preferred Stock to RCBA Strategic Partners, L.P. for an
aggregate consideration of $100 million.
Senior Collateralized Credit Facility. The senior collateralized credit
facility was funded on June 9, 1999 ("Funding Date") and provides for three term
loan facilities in the aggregate amount of $450,000,000 and a revolving credit
facility in the amount of $100,000,000. The term loan facilities consist of Term
Loan A, a $250,000,000 tranche, Term Loan B, a $100,000,000 tranche, and Term
Loan C, another $100,000,000 tranche.
Principal amounts under Term Loan A became due, commencing on October 31,
1999, in the amount of approximately $3,000,000 per quarter for the following
four quarters. Thereafter and through June 9, 2005, annual principal payments
under Term Loan A range from $25,000,000 to a maximum of $58,000,000 with Term
Loan A expiring and the then-outstanding principal amount becoming due and
repayable in full on June 9, 2005. Principal amounts under Term Loan B became
due, commencing on October 31, 1999, in the amount of $1,000,000 in each year
through July 31, 2005, with Term Loan B expiring and the then-outstanding
principal amount becoming due and repayable in full in four equal quarterly
installments in year seven. Principal amounts under Term Loan C became due,
commencing on October 31, 1999, in the amount of $1,000,000 in each year through
July 31, 2006, with Term Loan C expiring and the then-outstanding principal
amount becoming due and repayable in full in equal quarterly installments in
year eight. The revolving credit facility expires, and is repayable in full, on
June 9, 2005.
The term loans each bear interest at a rate per annum equal to, at our
option, either the Base Rate or LIBOR, in each case plus an applicable margin.
The revolving credit facility bears interest at a rate per annum equal to, at
our option, either the Base Rate, LIBOR or the Adjusted Sterling Rate, in each
case plus an applicable margin. The applicable margin adjusts according to a
performance-pricing grid based on our ratio of Consolidated Total Funded Debt to
Consolidated Earnings Before Income Taxes, Depreciation and Amortization
("EBITDA"). The "Base Rate" is defined as the higher of the Bank's Prime Rate
and the Federal Funds Rate plus 0.50%. "LIBOR" is defined as the offered
quotation by first class banks in the London interbank market to the Bank for
dollar deposits, as adjusted for reserve requirements. The "Adjusted Sterling
Rate" is defined as the rate per annum displayed by Reuters at which Sterling is
offered to the Bank in the London interbank market as determined by the British
Bankers' Association. We may determine which interest rate options to use and
interest periods will apply for such periods for both the term loans and the
revolving credit facility.
At January 31, 2001, our revolving credit facility with the Bank provides
for advances up to $100,000,000. Also at January 31, 2001, we had outstanding
letters of credit aggregating $36,500,000, which reduced the amount available to
us under our revolving credit facility to $63,500,000.
The senior collateralized credit facility is governed by affirmative and
negative covenants. These covenants include restrictions on incurring additional
debt, paying dividends or making distributions to our stockholders, repurchasing
or retiring capital stock and making subordinated junior debt payments, and
require us to submit quarterly compliance certification. The financial covenants
include maintenance of a minimum current ratio of 1.20 to 1.00, a minimum fixed
charge coverage ratio of 1.10 to 1.00, an EBITDA minimum of $160,000,000 and a
maximum leverage ratio of 4.00 to 1.00 for the period ended January 31, 2001. We
were fully compliant with these covenants as of January 31, 2001.
12 1/4% Senior Subordinated Exchange Notes. Our notes are due in 2009. Each
note bears interest at 12 1/4% per annum. Interest on the notes is payable
semi-annually on May 1 and November 1 of each year, commencing November 1, 1999.
The notes are subordinate to the senior collateralized credit facility. As of
January 31, 2001, we owed $200,000,000 on our notes.
Certain of our wholly owned subsidiaries fully and unconditionally guarantee
the notes on a joint and several basis. We may redeem any of the notes beginning
May 1, 2004. The initial redemption price is 109.125% of their principal amount,
plus accrued and unpaid interest. The redemption price will decline each year
after 2004 and will be 100% of their principal amount, plus accrued and unpaid
interest beginning on May 1, 2007. In addition, at any time prior to May 1,
2002, we may redeem up to 35% of the principal amount of the notes with net cash
proceeds from the sale of
17
capital stock. The redemption price will be equal to 112.25% of the principal
amount of the redeemed notes.
Interest Rate Swap Agreement. We entered into an interest rate swap
agreement with the Bank. This interest rate swap effectively fixed the interest
rate on $48.8 million of our LIBOR-based borrowings at 5.97% plus the applicable
margin. This interest rate swap expired on November 30, 2000.
Interest Rate Cap Agreement. We entered into an interest rate cap agreement
with the Bank. This agreement caps the interest rate at 7% for $211.0 million of
our LIBOR-based borrowings through July 31, 2002. The fair market value of this
interest rate cap agreement at January 31, 2001, was $24,896.
18
Risk Factors That Could Affect Our Financial Condition and Results of Operations
In addition to the other information included or incorporated by reference
in this Form 10-Q, the following factors could affect our actual results:
Our substantial indebtedness could adversely affect our financial condition.
We are a highly leveraged company. As of January 31, 2001, we had
approximately $652.6 million of outstanding indebtedness following consummation
of the D-M acquisition and the related financing plan. This level of
indebtedness could have important consequences, including the following:
o it may limit our ability to borrow money or sell stock for working
capital, capital expenditures, debt service requirements or other
purposes;
o it may limit our flexibility in planning for, or reacting to, changes in
our business;
o we could be more highly leveraged than some of our competitors, which may
place us at a competitive disadvantage;
o it may make us more vulnerable to a downturn in our business or the
economy; and
o a substantial portion of our cash flow from operations could be dedicated
to the repayment of our indebtedness and would not be available for other
purposes.
To service our indebtedness, we will require a significant amount of cash. The
ability to generate cash depends on many factors beyond our control.
Our ability to make payments on our indebtedness depends on our ability to
generate cash in the future. If we do not generate sufficient cash flow to meet
our debt service and working capital requirements, we may need to seek
additional financing or sell assets. This need may make it more difficult for us
to obtain financing on terms that are acceptable to us, or at all. Without this
financing, we could be forced to sell assets to make up for any shortfall in our
payment obligations under unfavorable circumstances.
Our senior collateralized credit facility and our obligations under the
notes limit our ability to sell assets and also restrict the use of proceeds
from any such sale. Moreover, the senior collateralized credit facility is
secured by substantially all of our assets. Furthermore, substantial portions of
our assets are, and may continue to be, intangible assets. Therefore, we cannot
assure you that our assets could be sold quickly enough or for sufficient
amounts to enable us to meet our debt obligations.
Restrictive covenants in our senior collateralized credit facility and the
indenture relating to the notes may restrict our ability to pursue business
strategies.
Our senior collateralized credit facility and indenture relating to the
notes restrict our ability, among other things, to:
o incur additional indebtedness or contingent obligations;
o pay dividends or make distributions to our stockholders;
o repurchase or redeem our stock;
o make investments;
o grant liens;
o make capital expenditures;
o enter into transactions with our stockholders and affiliates;
19
o sell assets; and
o acquire the assets of, or merge or consolidate with, other companies.
In addition, our senior collateralized credit facility requires us to
maintain certain financial ratios. We may not be able to maintain these ratios.
Additionally, covenants in the senior collateralized credit facility and the
indenture relating to the notes may impair our ability to finance future
operations or capital needs or to engage in other favorable business activities.
If we default under our various debt obligations, the lenders could require
immediate repayment of the entire principal. If the lenders require immediate
repayment, we will not be able to repay them, and our inability to meet our debt
obligations could have a material adverse effect on our business, financial
condition and results of operations.
We derive approximately 55% of our revenues from contracts with government
agencies. Any disruption in government funding or in our relationship with those
agencies could adversely affect our business and our ability to meet our debt
obligations.
We derive approximately 55% of our revenues from local, state and Federal
government agencies. The demand for our services will be directly related to the
level of government program funding that is allocated to rebuild and expand the
nation's infrastructure. We believe that the success and further development of
our business depend upon the continued funding of these government programs and
upon our ability to participate in these government programs. We cannot assure
you that governments will have the available resources to fund these programs,
that these programs will continue to be funded even if governments have
available financial resources, or that we will continue to win government
contracts under these or other programs.
Some of these government contracts are subject to renewal or extension
annually, so we cannot assure you of our continued work under these contracts in
the future. Unsuccessful bidders may protest or challenge the award of these
contracts. In addition, government agencies can terminate these contracts at
their convenience. As a result, we may incur costs in connection with the
termination of these contracts. Also, contracts with government agencies are
subject to substantial regulation and an audit of actual costs incurred.
Consequently, there may be a downward adjustment in our revenues if actual
recoverable costs exceed billed recoverable costs.
We must maintain our present responsibility to be eligible to perform
government contracts. From time to time allegations of improper conduct in
connection with government contracting have been made against us and these could
be the subjects of suspension or debarment consideration. We investigate all
such allegations thoroughly and believe that appropriate actions have been taken
in all cases. Additionally, we maintain a compliance program in an effort to
assure that no improper conduct occurs in connection with government
contracting.
We may be unable to estimate accurately our cost in performing services for our
clients. This may cause us to have low profit margins or incur losses.
We submit some proposals on projects based on an estimate of the costs we
will likely incur. To the extent we cannot control overhead, general and
administrative and other costs, or if we underestimate such costs, we may have
low profit margins or may incur losses.
We are subject to risks from changes in environmental legislation, regulation
and governmental policies.
Federal laws, such as the Resource Conservation and Recovery Act of 1976, as
amended, and the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, ("CERCLA"), and various state and local laws,
strictly regulate the handling, removal, treatment and transportation of toxic
and hazardous substances and impose liability for environmental contamination
caused by such substances. Moreover, so-called "toxic tort" litigation has
increased markedly in recent years as people injured by hazardous substances
seek recovery for personal injuries or property damages. We handle, remove,
treat and transport toxic or hazardous substances. Consequently, we may be
exposed to claims for damages caused by environmental contamination.
20
Federal and state laws, regulations, and programs related to environmental
issues will generate, either directly or indirectly, much of our environmental
business. Accordingly, a reduction of these laws and regulations, or changes in
governmental policies regarding the funding, implementation or enforcement of
these programs, could have a material effect on our business. Environmental
laws, regulations and enforcement policies remained essentially unchanged during
fiscal year 2000, including further deferral of congressional reauthorization of
CERCLA. The outlook for congressional action on CERCLA legislation in fiscal
year 2001 remains unclear.
Our liability for damages due to legal proceedings may be significant. Our
insurance may not be adequate to cover this risk.
Various legal proceedings are pending against us alleging, among other
things, breaches of contract or negligence in connection with our performance of
professional services. In some actions, punitive or treble damages are sought
which substantially exceed our insurance coverage. If we sustain damages greater
than our insurance coverage, there could be a material adverse effect on our
business, financial condition and results of operations.
Our engineering practices, including general engineering and civil
engineering services, involve professional judgments about the nature of soil
conditions and other physical conditions, including the extent to which toxic
and hazardous materials are present, and about the probable effect of procedures
to mitigate problems or otherwise affect those conditions. If the judgments and
the recommendations based upon those judgments are incorrect, we may be liable
for resulting damages that our clients incur.
The failure to attract and retain key professional personnel could adversely
affect our business.
The ability to attract, retain and expand our staff of qualified technical
professionals will be an important factor in determining our future success. A
shortage of qualified technical professionals currently exists in the
engineering and design industry. The market for these professionals is
competitive, and we cannot assure you that we will be successful in our efforts
to continue to attract and retain such professionals. In addition, we will rely
heavily upon the experience and ability of our senior executive staff and the
loss of a significant number of such individuals could have a material adverse
effect on our business, financial condition and results of operations.
We may be unable to compete successfully in our industry.
We are engaged in highly fragmented and very competitive markets in our
service areas. We will compete with firms of various sizes, several of which are
substantially larger than us and which possess greater technical resources.
Furthermore, the engineering and design industry is undergoing consolidation,
particularly in the United States. As a result, we will compete against several
larger companies that have the ability to offer more diverse services to a wider
client base. These competitive forces could have a material adverse effect on
our business, financial condition and results of operations.
Our international operations are subject to a number of risks that could
adversely affect the results from these operations and our overall business.
As a worldwide provider of engineering services, we have operations in over
30 countries and derive approximately 10% of our revenues from international
operations. International business is subject to the customary risks associated
with international transactions, including political risks, local laws and
taxes, the potential imposition of trade or currency exchange restrictions,
tariff increases and difficulties or delays in collecting accounts receivable.
Weak foreign economies and/or a weakening of foreign currencies against the U.S.
dollar could have a material adverse effect on our business, financial condition
and results of operations.
Additional acquisitions may adversely affect our ability to manage our business.
Historically, we have completed numerous acquisitions and, in implementing
our business strategy, we may continue to do so in the future. We cannot assure
you that we will identify, finance and complete additional suitable acquisitions
on acceptable terms. We may not successfully integrate future acquisitions. Any
acquisitions may require substantial attention from our management, which may
limit the amount of time that management can devote to daily operations. Our
inability to find additional attractive acquisition candidates or to effectively
manage the integration of any businesses acquired in the future could adversely
affect our business, financial condition and results of operations.
21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in interest rates as a result of our borrowings
under our senior collateralized credit facility. If market rates average 1% more
in fiscal year 2001 than in fiscal year 2000, our net of tax interest expense,
after considering the effect of the interest rate cap agreement, would increase
by approximately $1.6 million. Conversely, if market rates average 1% less in
fiscal year 2001 than in fiscal year 2000, our net of tax interest expense would
decrease by approximately $2.2 million.
The final interest rate settlement for our interest rate swap agreement had been
determined prior to the close of fiscal year 2000. Therefore, changes in
interest rates will not be impacted by our then-existing interest rate swap
agreement, which expired on November 30, 2000.
22
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
23
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 March 14, 2001 URS CORPORATION
/s/ Kent Ainsworth
------------------------------------------
Kent P. Ainsworth
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
24