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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended October 31, 1996 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from ___ to ___
Commission file number 1-7567
URS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1381538
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
100 California Street, Suite 500,
San Francisco, California 94111-4529
(Address of principal executive offices) (Zip Code)
(415) 774-2700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
Common Shares, par value $.01 per share New York Stock Exchange
Pacific Stock Exchange
8 5/8% Senior Subordinated Debentures New York Stock Exchange
due 2004 Pacific Stock Exchange
6 1/2% Convertible Subordinated Debentures New York Stock Exchange
due 2012 Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. [X]
On December 19, 1996, there were 8,640,266 Common Shares outstanding,
and the aggregate market value of the shares of Common Stock of URS Corporation
held by nonaffiliates was approximately $41.6 million based on the closing sales
price as reported in the consolidated transaction reporting system.
Documents Incorporated by Reference
Items 10, 11, and 12 of Part III incorporate information by reference
from the Registrant's definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on March 25, 1997.
This Annual Report on Form 10-K contains forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially
from those discussed here. Factors that might cause such a difference include,
but are not limited to, those discussed elsewhere in this Annual Report on Form
10-K and those incorporated by reference from the Company's Form S-8
Registration Statement filed with the Securities and Exchange Commission on May
7, 1993, as amended by that Post-Effective Amendment No. 1 to Form S-8
Registration Statement filed on March 31, 1995 (File No. 33-61230).
PART I
ITEM 1. BUSINESS
URS Corporation (the "Company") offers a broad range of planning, design
and program and construction management services. The Company serves public and
private sector clients on infrastructure projects involving transportation
systems, facilities and environmental programs.
The Company conducts its business through offices located throughout the
United States. The Company has approximately 3,000 employees, many of whom hold
advanced or technical degrees and have extensive experience in sophisticated
disciplines applicable to the Company's business. The Company believes that its
geographic and technical diversity allow it to compete for local, regional and
national projects, and enable it to apply to each project a variety of resources
from its national network.
Acquisitions
In January 1995, the Company acquired privately-held E.C. Driver &
Associates, Inc. ("ECD") of Tallahassee, Florida, an engineering firm
specializing in bridge and highway design.
In March, 1996 the Company acquired publicly-held Greiner Engineering,
Inc., an Irving, Texas engineering and architectural design services firm
("Greiner").
Services
The Company provides professional services in three major areas: planning,
design and program and construction management through the Company's 35
principal offices. Each of these offices is responsible for obtaining local or
regional contracts. This approach allows regional government agencies and
private clients to view the Company's offices as local businesses with superior
service delivery capabilities. Because the Company can draw from its large and
diverse network of professional and technical resources, the Company has the
capability to market and perform large multi-state projects.
Planning
Planning covers a broad range of assignments ranging from conceptual design
and technical and economic feasibility studies to community involvement
programs. Planning services also
1
involve developing alternative concepts for project implementation and analyzing
the impacts of each alternative.
In addition to traditional engineering and architectural planning services,
the Company has extensive expertise in a number of highly specialized areas,
including toll facilities, health care facility renovation, environmental site
analysis, water quality planning for urban storm water management and site
remediation assignments.
Design
The Company's professionals provide a broad range of design and
design-related services, including computerized mapping, architectural and
interior design, civil, sanitary and geotechnical engineering, process design
and seismic (earthquake) analysis and design. For each project, the Company
identifies the project requirements and then integrates and coordinates the
various design elements. The result is a set of contract documents that may
include plans, specifications and cost estimates that are used to build a
project. These documents detail design characteristics and set forth for the
contractor the materials which should be used and the schedule for construction.
Other critical tasks in the design process may include value analysis and the
assessment of construction and maintenance requirements.
Program and Construction Management
The Company's program and construction management services include master
scheduling of both the design and construction phases, construction and
life-cycle cost estimating, cash flow analysis, value engineering,
constructability reviews and bid management. Once construction has begun, the
Company supervises and coordinates the activities of the construction
contractor. This frequently involves acting as the owner's representative for
on-site supervision and inspection of the contractor's work. In this role, the
Company's objective is to monitor a project's schedule, cost and quality. The
Company generally does not take contractual responsibility for the contractor's
risks and methods, nor for site safety conditions.
Markets
The Company's strategy is to focus on the infrastructure market which
includes surface and air transportation systems, institutional and commercial
facilities, and environmental programs involving pollution control, water
resources and hazardous waste management.
Surface and Air Transportation Systems. The Company's engineers, designers,
planners and managers provide services for projects involving all types of
transportation systems and networks, such as highways, roadways, streets,
bridges, rapid and mass transit, airports and marine facilities. These services
range from the design of interstate highways to harbor traffic simulation
studies and may extend from conceptual planning through the preliminary and
final design to construction management. Historically, the Company's emphasis in
this market area has been on the design of new transportation systems, but in
recent years the rehabilitation of existing systems has become a major focus.
2
Institutional and Commercial Facilities. The Company provides
architectural, engineering design, space planning and construction supervision
services to this market area. Demand for low-maintenance, energy efficient
facilities drives today's market for commercial and industrial buildings. In
addition, there is increased pressure to renovate facilities to meet changing
needs and current building standards.
Pollution Control. The Company's principal services in this market include
the planning and design of new wastewater facilities, such as sewer systems and
wastewater treatment plants, and the analysis and expansion of existing systems.
The types of work performed by the Company include infiltration/inflow studies,
combined sewer overflow studies, water quality facilities planning projects and
design and construction management services for wastewater treatment plants.
Water Resources. The Company's capabilities in this market area include the
planning, design and program and construction management of water supply,
storage, distribution and treatment systems, as well as work in basin plans,
groundwater supply, customer rate studies, urban run-off, bond issues, flood
control, water quality analysis and beach erosion control.
Hazardous Waste Management. In this market segment, the Company conducts
initial site investigations, designs remedial actions for site clean-up and
provides construction management services during site clean-up. This market
involves identifying and developing measures to effectively dispose of hazardous
and toxic waste at contaminated sites. The Company also provides air quality
monitoring and designs individual facility modifications required to meet local,
state and Federal air quality standards. This work requires specialized
knowledge of and compliance with complex Federal and state regulations, as well
as the permitting and approval processes. Solid waste management services
provided by the Company include facility siting, transfer station design and
community-wide master planning.
3
Clients
General
The Company's clients include local, state and Federal government agencies
and private sector businesses. The Company's revenues from local, state and
Federal government agencies and private businesses for the last five fiscal
years are as follows:
1996 1995 1994 1993 1992
------ ------ ------ ------ -----
(In thousands)
Local and
state
agencies $198,472 65% $ 99,871 56% $ 88,207 54% $ 80,350 55% $ 65,315 48%
Federal
agencies 64,226 21 58,751 33 59,611 36 48,713 33 52,530 38
Private
businesses 42,772 14 21,147 11 16,270 10 16,698 12 18,948 14
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total $305,470 100% $179,769 100% $164,088 100% $145,761 100% $136,793 100%
======== ======== ======== ======== ======== ======== ======== ======== ======== ========
Contract Pricing and Terms of Engagement
Under its cost-plus contracts, the Company charges clients negotiated rates
based on the Company's direct and indirect costs. Labor costs and subcontractor
services are the principal components of the Company's direct costs. Federal
Acquisition Regulations limit the recovery of certain specified indirect costs
on contracts subject to such regulations. In negotiating a cost-plus contract,
the Company estimates all recoverable direct and indirect costs and then adds a
profit component, which is either a percentage of total recoverable costs or a
fixed negotiated fee, to arrive at a total dollar estimate for the project. The
Company receives payment based on the total actual number of labor hours
expended. If the actual total number of labor hours is lower than estimated, the
revenues from that project will be lower than estimated. If the actual labor
hours expended exceed the initial negotiated amount, the Company must obtain a
contract modification in order to receive payment for such overage. The
Company's profit margin will increase to the extent the Company is able to
reduce actual costs below the estimates used to produce the negotiated fixed
prices on contracts not covered by Federal Acquisition Regulations; conversely,
the Company's profit margin will decrease and the Company may realize a loss on
the project if the Company does not control costs and exceeds the overall
estimates used to produce the negotiated price. Cost-plus contracts covered by
Federal Acquisition Regulations require an audit of actual costs and provide for
upward or downward adjustments if actual recoverable costs differ from billed
recoverable costs. The Defense Contract Audit Agency, auditors for the
Department of Defense and other Federal agencies, has completed incurred cost
audits of the Company's Federal contracts for fiscal years ended through October
31, 1988, resulting in immaterial adjustments.
4
Under its fixed-price contracts, the Company receives an agreed sum
negotiated in advance for the specified scope of work. Under fixed-price
contracts, no payment adjustments are made if the Company over-estimates or
under-estimates the number of labor hours required to complete the project,
unless there is a change of scope in the work to be performed. Accordingly, the
Company's profit margin will increase to the extent the number of labor hours
and other costs are below the contracted amounts. The profit margin will
decrease and the Company may realize a loss on the project if the number of
labor hours required and other costs exceed the estimates.
Backlog, Project Designations and Indefinite Delivery Contracts
The Company's contract backlog was $399.2 million at October 31, 1996,
compared to $196.4 million at October 31, 1995. The Company's contract backlog
consists of the amount billable at a particular point in time for future
services under executed funded contracts. Indefinite delivery contracts, which
are executed contracts requiring the issuance of task orders, are included in
contract backlog only to the extent the task orders are actually issued and
funded. Of the contract backlog of $399.2 million at October 31, 1996,
approximately 30%, or $119.8 million, is not reasonably expected to be filled
within the next fiscal year ending October 31, 1997.
The Company has also been designated by customers as the recipient of
certain future contracts. These "designations" are projects that have been
awarded to the Company but for which contracts have not yet been executed. Task
orders under executed indefinite delivery contracts which are expected to be
issued in the immediate future are included in designations. Total contract
designations were estimated to be $295.9 million at October 31, 1996, as
compared to $194.1 million at October 31, 1995. Typically, a significant portion
of designations are converted into signed contracts. However, there is no
assurance this will continue to occur in the future.
Indefinite delivery contracts are signed contracts pursuant to which work
is performed only when specific task orders are issued by the client. Generally
these contracts exceed one year and often indicate a maximum term and potential
value. Certain indefinite delivery contracts are for a definite time period with
renewal option periods at the client's discretion. While the Company believes
that it will continue to get work under these contracts over their entire term,
because of renewals and the necessity for issuance of individual task orders,
continued work by the Company and the realization of their potential maximum
values under these contracts are not assured. However, because of the increasing
frequency with which the Company's government and private sector clients use
this contracting method, the Company believes their potential value should be
disclosed along with backlog and designations as an indicator of the Company's
future business. When the client notifies the Company of the scope and pricing
of task orders, the estimated value of such task orders is added to
designations. When such task orders are signed and funded, their value goes into
backlog. At October 31, 1996, the potential value of the Company's five largest
indefinite delivery contracts was as follows:
5
At October 31, 1996
-----------------------------------
Total Revenues Estimated
Potential Recognized thru Funded Estimated Remaining
Contract Term Values October 31, 1996 Backlog Designations Values
- -------- ---- ------------ ---------------- ------- ------------ ---------
(In millions)
EPA ARCS (9&10) 1989-1999 $182.5 $37.3 $13.4 $11.5 $120.3
Navy CLEAN 1989-1999 166.0 123.5 8.6 3.8 30.1
EPA ARCS (6,7&8) 1989-1999 119.7 69.4 2.2 3.5 44.6
Brooks AFB System 1994-1999 50.0 6.0 7.4 - 36.6
NY State Environmental
Remediation 1990-1996 20.0 7.9 .2 - 11.9
------ ----- ----- ------ -----
Total $538.2 $244.1 $31.8 $18.8 $243.5
===== ===== ==== ==== =====
Competition
The engineering and architectural services industry is highly fragmented
and very competitive. As a result, in each specific market area the Company
competes with many engineering and consulting firms, several of which are
substantially larger than the Company and which possess greater financial
resources. No firm currently dominates any significant portion of the Company's
market areas. Competition is based on quality of service, expertise, price,
reputation and local presence. The Company believes that it competes favorably
with respect to each of these factors in the market areas it serves.
Employees
The Company has approximately 3,000 employees, many of whom hold
advanced or technical degrees and have extensive experience in a variety of
disciplines applicable to the Company's business. The Company also employs, at
various times on a temporary basis, up to several hundred additional persons to
meet contractual requirements. Thirteen of the Company's employees are covered
by a collective bargaining agreement. The Company has never experienced a strike
or work stoppage. The Company believes that employee relations are good.
ITEM 2. PROPERTIES
The Company leases office space in 35 principal locations throughout the
United States. Most of the leases are written for a minimum term of three years
with options for renewal, sublease rights and allowances for improvements.
Significant lease agreements expire at various dates through the year 2005. The
Company believes that its current facilities are sufficient for the operation of
its business and that suitable additional space in various local markets is
available to accommodate any needs that may arise.
6
ITEM 3. LEGAL PROCEEDINGS
Item 8, Financial Statements and Supplementary Data, Note 8 --
Commitments and Contingencies -- is hereby incorporated by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's security
holders during the fourth quarter of the fiscal year ended October 31, 1996.
7
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Name Position Held Age
- ---- ------------- ---
Martin M. Koffel.............Chief Executive Officer, President 57
and Director of the Company
from May 1989; Chairman of the
Board from June 1989; Director,
Regent Pacific Management Corporation
since 1993.
Kent P. Ainsworth............Executive Vice President and Chief 50
Financial Officer of the
Company from January 1991;
Secretary of the
Company from May, 1994.
Robert L. Costello ..........Executive Vice President, URS Greiner, 45
a wholly-owned subsidiary of the Company,
since November 1996; Vice President
and Director of the Company since
April 1996; President of Greiner
Engineering, Inc., a wholly-owned
subsidiary of the Company, and Director
of same since April 1995; President and
Chief Operating Officer of same from
August 1994 to August 1995; Executive
Vice President and Chief Financial Officer
of same from August 1988 to August 1994.
8
Name Position Held Age
- ---- ------------- ---
Joseph Masters...............Vice President, Legal 40
of the Company since July 1994;
Vice President, Director of
Legal Affairs of URS Consultants, Inc.,
a wholly-owned subsidiary
of the Company, from
April 1994 to July 1994;
Vice President, Associate General
Counsel of same from
May 1992 to April 1994;
outside counsel to the Company
from January 1990 to May 1992.
Irwin L. Rosenstein . . . President, URS Greiner, a wholly-owned 60
subsidiary of the Company, since November
1996; President of URS Consultants, Inc.,
a wholly-owned subsidiary of the
Company and Director of the Company
since February 1989; Vice President of
the Company since 1987.
9
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The shares of the Company's Common Stock are listed on the New York and
Pacific Stock Exchanges (under the symbol "URS"). At December 19, 1996, the
Company had approximately 2,593 stockholders of record. The following table sets
forth the high and low closing sale prices of the URS Common Shares, as reported
by The Wall Street Journal for the periods indicated.
MARKET PRICE
------------
LOW HIGH
--- ----
Fiscal Period:
1995:
First Quarter $ 5.00 $ 6.00
Second Quarter $ 5.38 $ 6.00
Third Quarter $ 5.25 $ 5.88
Fourth Quarter $ 5.50 $ 6.63
1996:
First Quarter $ 6.38 $ 7.25
Second Quarter $ 6.25 $ 7.25
Third Quarter $ 6.88 $ 8.25
Fourth Quarter $ 7.00 $ 8.88
1997:
First Quarter $ 7.75 $ 9.88
(through December 19, 1996)
The Company has not paid cash dividends since 1986. (See Item 8, Financial
Statements and Supplementary Data, Note 7 -- Long-Term Debt). Further, the
declaration of dividends could be precluded by existing Delaware law.
ITEM 6. SUMMARY OF SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial data of the Company for
the five years ended October 31, 1996. The data presented below should be read
in conjunction with the Consolidated Financial Statements of the Company
including the notes thereto.
10
SUMMARY OF SELECTED FINANCIAL INFORMATION
(In thousands, except per share data)
Years Ended October 31,
----------------------------------------------------------------------------
1996 1995 1994 1993 1992
----------------------------------------------------------------------------
Income Statement Data:
Revenues $305,470 $179,769 $164,088 $145,761 $136,793
-------- -------- -------- -------- --------
Operating expenses:
Direct operating 187,129 108,845 102,500 91,501 85,384
Indirect, general and
administrative 102,389 63,217 55,455 51,607 45,473
-------- -------- -------- -------- --------
Total operating expenses 289,518 172,062 157,955 143,108 130,857
-------- -------- -------- -------- --------
Operating income 15,952 7,707 6,133 2,653 5,936
Interest expense, net 3,897 1,351 1,244 1,220 1,208
-------- -------- -------- -------- --------
Income before income taxes 12,055 6,356 4,889 1,433 4,728
Income tax expense 4,700 1,300 450 140 460
-------- -------- -------- -------- --------
Net income $ 7,355 $ 5,056 $ 4,439 $ 1,293 $ 4,268
======== ======== ======== ======== ========
Net income per share:
Primary $ .82 $ .68 $ .60 $ .18 $ .55
======== ======== ======== ======== ========
Fully diluted $ .80 $ .67 $ .60 $ .18 $ .55
======== ======== ======== ======== ========
Weighted average shares:
Primary 9,498 8,632 8,556 6,971 8,221
Fully diluted 9,498 8,632 8,556 6,971 8,221
As of October 31,
--------------------------------------------------------------------------------
1996 1995 1994 1993 1992
--------------------------------------------------------------------------------
(In thousands)
Balance Sheet Data:
Working capital $ 57,572 $ 36,307 $ 33,674 $ 27,684 $ 26,836
Total assets 185,607 75,935 65,214 58,074 54,892
Total debt 61,263 9,999 9,270 8,277 8,705
Stockholders' equity $ 56,696 $ 39,478 $ 33,973 $ 29,389 $ 27,878
11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Fiscal 1996 Compared with Fiscal 1995
Revenues in fiscal 1996 were $305.5 million, or 70% over the amount
reported in fiscal 1995. The growth in revenues is primarily attributable to the
acquisition of Greiner, the results of which are included commencing April 1,
1996, and to a lesser extent, an increase in revenues derived from existing
areas of the Company's business, particularly transportation and other
infrastructure projects in the Northeast. Revenues generated from the Company's
three largest contracts; Navy CLEAN, EPA ARCS 9&10 and EPA ARCS 6,7,&8,
decreased in fiscal 1996 to $30.2 million as compared to $37.1 million in fiscal
1995. The decrease in revenues from these contracts is primarily due to a
decrease in the number of task orders for hazardous waste services on all of the
above EPA ARCS contracts.
Direct operating expenses, which consist of direct labor and direct
expenses including subcontractor costs, increased $78.3 million, or 72%, over
the amount reported in fiscal 1995. The increase is due to the addition of the
direct operating expenses of Greiner and to increases in subcontractor costs and
direct labor costs as well. Indirect general and administrative expenses
("IG&A") increased to $102.4 million in fiscal 1996 from $63.2 million in fiscal
1995 which is the result of the addition of the Greiner overhead as well as an
increase in business activity. Expressed as a percentage of revenues, IG&A
expenses decreased from 35% in fiscal 1995 to 34% in fiscal 1996. The Company
attributes this decrease to the cost controls exercised by the Company. Net
interest expense increased to $3.9 million in fiscal 1996 from $1.4 million in
fiscal 1995 as a result of increased borrowings incurred in connection with the
acquisition of Greiner.
With an effective income tax rate of 39% in 1996, the Company earned net
income of $7.4 million while in 1995 net income was $5.1 million after an
effective income tax rate of 20% when the Company had available net operating
loss ("NOL") carryforwards which partially off-set otherwise taxable income for
Federal income tax purposes. The Company earned $.80 per share on a
fully-diluted basis in fiscal 1996 compared to $.67 per share in fiscal 1995.
The Company's backlog of signed and funded contracts at October 31, 1996
was $399.2 million as compared to $196.4 million at October 31, 1995. The value
of the Company's designations was $295.9 million at October 31, 1996, as
compared to $194.1 million at October 31, 1995.
12
Fiscal 1995 Compared with Fiscal 1994
Revenues in fiscal 1995 grew to $179.8 million, or 10% over the amount
reported in fiscal 1994. The growth in revenues was primarily attributable to
increases in revenues generated from all areas of the Company's business,
particularly transportation and other infrastructure projects in the Northeast.
Revenues derived from the Company's three largest contracts: Navy CLEAN, EPA
ARCS 9&10 and EPA ARCS 6,7&8, were $37.1 million in fiscal 1995 compared to
$41.0 million in fiscal 1994. The decrease in revenues from these contracts was
primarily due to a decrease in the number of task orders for hazardous waste
clean-up services.
Direct operating expenses, which consist of direct labor and direct
expenses including subcontractor costs, increased $6.3 million, or 6%, over the
amount reported in fiscal 1994. The increase was due to an overall increase in
the Company's business in fiscal 1995 as compared to fiscal 1994. In fiscal
1995, IG&A expenses increased to $63.2 million from $55.5 million in fiscal
1994. However, expressed as a percentage of revenues, IG&A expenses increased
from 34% in fiscal 1994 to 35% in fiscal 1995. The Company attributes this
increase to the overall increase in the Company's business. Net interest expense
remained relatively constant at $1.4 million in fiscal 1995.
The Company earned $6.4 million before income taxes in fiscal 1995 compared
to $4.9 million in fiscal 1994. While the Company had available NOL
carryforwards which partially off-set otherwise taxable income for Federal
income tax purposes, for state income tax purposes such amounts were not
necessarily available to offset income subject to tax. Accordingly, the
Company's effective tax rate for fiscal 1995 was approximately 20% compared to
9% in 1994.
Net income increased 16% to $5.1 million compared to $4.4 million in fiscal
1994. The Company earned $.67 per share on a fully-diluted basis in fiscal 1995
compared to $.60 per share in fiscal 1994.
The Company's backlog of signed and funded contracts at October 31, 1995
was $196.4 million as compared to $159.1 million at October 31, 1994. The value
of the Company's designations, which are awarded projects for which contracts
have not been signed, was $194.1 million at October 31, 1995 as compared to
$172.0 million at October 31, 1994.
Income Taxes
The Company currently has a $6.0 million NOL carryforward which is limited
to $750,000 per year, pursuant to Section 382 of the Internal Revenue Code,
related to its October 1989 quasi-reorganization.
13
Liquidity and Capital Resources
The Company's liquidity and capital measurements are set forth below:
October 31,
---------------------------------------------
1996 1995 1994
---------------------------------------------
Working capital $57,572,000 $36,307,000 $33,674,000
Working capital ratio 1.8 to 1 2.4 to 1 2.6 to 1
Average days to convert billed
accounts receivable to cash 58 62 66
Percentage of debt to equity 108.1% 25.0% 27.3%
In March 1996, in connection with the acquisition of Greiner, the Company
entered into a new $70.0 million credit facility of which $20.0 million is a
revolving line of credit. At October 31, 1996, the Company had outstanding
letters of credit totaling $600,000, which reduced the amount available to the
Company under the line of credit to $19.4 million. See Note 7 - Long-Term Debt
to the Company's consolidated financial statements.
The Company is a professional services organization and, as such, is not
capital intensive. Capital expenditures during fiscal years 1996, 1995, and 1994
were $3.0 million, $1.6 million, and $2.1 million, respectively. The
expenditures were principally for computer-aided design and general purpose
computer equipment to accommodate the Company's growth. The Company expects
fiscal 1997 capital expenditures to be comparable to the expenditures in fiscal
1996.
The Company believes that its existing financial resources, together with
its planned cash flow from operations and its unused line of credit, will
provide sufficient capital to fund its operations and its capital expenditure
needs for the foreseeable future.
Cash paid during the period for:
Years Ended October 31,
--------------------------------
1996 1995 1994
---- ---- ----
(In thousands)
Interest $4,142 $ 891 $1,301
Income taxes $6,483 $ 1,358 $ 499
14
Acquisitions
On January 4, 1995, the Company acquired ECD for an aggregate purchase
price of $3.6 million, which was paid in cash. In conjunction with the
acquisition, liabilities were assumed as follows:
(In thousands)
Fair value of assets acquired $4,952
Cash paid for the capital stock (3,596)
------
Liabilities assumed $1,356
======
On March 29, 1996, the Company acquired all of the capital stock of Greiner
for $78.8 million, comprised of cash of $69,361,000, and 1.4 million shares of
the Company's stock.
(In thousands)
Purchase price of Greiner $77,184
(net of prepaid loan fees of $1.6 million)
Fair value of assets acquired (42,510)
-------
Excess purchase price over net assets acquired $34,674
=======
15
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders of URS Corporation:
We have audited the accompanying consolidated balance sheets of URS
Corporation and its subsidiaries as of October 31, 1996 and 1995, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for each of the three years in the period ended October 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of URS Corporation
and its subsidiaries as of October 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended October 31, 1996, in conformity with generally accepted
accounting principles.
/s/ Coopers & Lybrand L.L.P.
-----------------------------------
COOPERS & LYBRAND L.L.P.
San Francisco, California
December 17, 1996
16
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
October 31,
------------------------
1996 1995
---- ----
ASSETS
Current assets:
Cash and cash equivalents $22,370 $ 8,836
Accounts receivable, including retainage amounts of $8,379 and $3,895, less
allowance for doubtful accounts of $5,189 and $664 72,417 35,822
Costs and accrued earnings in excess of billings on contracts in process, less
allowances for losses of $2,419 and $606 23,597 13,200
Deferred income taxes 7,077 1,860
Prepaid expenses and other assets 2,426 1,849
-------- -------
Total current assets 127,887 61,567
Property and equipment at cost, net 15,815 5,835
Goodwill, net 40,261 7,765
Other assets 1,644 768
-------- -------
$185,607 $75,935
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,684 $ 7,724
Accrued salaries and wages 12,131 6,588
Accrued expenses and other 20,063 9,088
Billings in excess of costs and accrued earnings 8,849 -
Deferred income taxes 2,913 1,860
Long-term debt, current portion 4,675 -
-------- -------
Total current liabilities 70,315 25,260
Long-term debt 52,390 7,204
Long-term debt to related parties 2,979 2,795
Deferred compensation and other 3,227 1,198
-------- -------
Total liabilities 128,911 36,457
-------- -------
Commitments and contingencies (Note 8)
Stockholders' equity:
Common shares, par value $.01; authorized 20,000 shares;
issued 8,640 and 7,167 shares, respectively 88 73
Treasury stock (287) (287)
Additional paid-in capital 41,894 31,791
Retained earnings since February 21, 1990, date of quasi-reorganization 15,001 7,901
-------- -------
Total stockholders' equity 56,696 39,478
-------- -------
$185,607 $75,935
======== =======
See Notes to Consolidated Financial Statements
17
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Years Ended October 31,
--------------------------------
1996 1995 1994
---- ---- ----
Revenues $305,470 $179,769 $164,088
-------- -------- --------
Expenses:
Direct operating 187,129 108,845 102,500
Indirect, general and administrative 102,389 63,217 55,455
Interest expense, net 3,897 1,351 1,244
-------- -------- --------
293,415 173,413 159,199
-------- -------- --------
Income before taxes 12,055 6,356 4,889
Income tax expense 4,700 1,300 450
-------- -------- --------
Net income $ 7,355 $ 5,056 $ 4,439
======== ======== ========
Net income per share:
Primary $ .82 $ .68 $ .60
======== ======== ========
Fully diluted $ .80 $ .67 $ .60
======== ======== ========
See Notes to Consolidated Financial Statements
18
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
Common Shares Additional Total
------------------------ Treasury Paid-in Retained Stockholders'
Number Amount Stock Capital Earnings Equity
-------- -------- -------- -------- -------- --------
Balances, November 1, 1993 6,989 $ 70 $ 0 $ 28,365 $ 954 $ 29,389
Employee stock purchases 40 1 -- 203 -- 204
Purchase of treasury shares (10) -- (59) -- -- (59)
Quasi-reorganization
NOL carryforward -- -- -- 1,693 (1,693) --
Net income -- -- -- -- 4,439 4,439
-------- -------- -------- -------- -------- --------
Balances October 31, 1994 7,019 71 (59) 30,261 3,700 33,973
Employee stock purchases 190 2 -- 675 -- 677
Purchase of treasury shares (42) -- (228) -- -- (228)
Quasi-reorganization
NOL carryforward -- -- -- 855 (855) --
Net income -- -- -- -- 5,056 5,056
-------- -------- -------- -------- -------- --------
Balances, October 31, 1995 7,167 73 (287) 31,791 7,901 39,478
Employee stock purchases 72 1 -- 399 -- 400
Issuance of 1,401,983
shares in connection with
the Greiner acquisition 1,401 14 -- 9,449 -- 9,463
Quasi-reorganization
NOL carryforward -- -- -- 255 (255) --
Net income -- -- -- -- 7,355 7,355
-------- -------- -------- -------- -------- --------
Balances, October 31, 1996 8,640 $ 88 $ (287) $ 41,894 $ 15,001 $ 56,696
======== ======== ======== ======== ======== ========
See Notes to Consolidated Financial Statements
19
URS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands)
Years Ended October 31,
--------------------------------------------
1996 1995 1994
---- ---- ----
Cash flows from operating activities:
Net income $ 7,355 $ 5,056 $ 4,439
-------- -------- --------
Adjustments to reconcile net income to net cash provided (used) by
operating activities:
Deferred income taxes (1,880) (615) 70
Depreciation and amortization 5,295 3,124 2,596
Changes in current assets and liabilities:
Accounts receivable and costs and accrued earnings in excess
of billings on contracts in process (8,810) (4,067) (4,938)
Prepaid expenses and other assets 1,411 (881) 26
Accounts payable, accrued salaries and wages and accrued
expenses 6,777 1,252 1,682
Billings in excess of costs and accrued earnings 8,849 -- --
Other, net 5,517 224 (42)
-------- -------- --------
Total adjustments 17,159 (963) (606)
-------- -------- --------
Net cash provided by operating activities 24,514 4,093 3,833
-------- -------- --------
Cash flows from investing activities:
Payment for business acquisition, net of cash acquired (56,354) (3,596) --
Capital expenditures (2,962) (1,610) (2,149)
Other -- 43 --
-------- -------- --------
Net cash used by investing activities (59,316) (5,163) (2,149)
-------- -------- --------
Cash flows from financing activities:
Proceeds from issuance of debt 50,000
Repayment of debt (2,056) -- --
Repurchase of common shares -- (228) (59)
Proceeds from sale of common shares 389 247 204
Proceeds from exercise of stock options 11 430 --
Other (8) -- 1,000
-------- -------- --------
Net cash provided by financing activities 48,336 449 1,145
-------- -------- --------
Net increase (decrease) in cash 13,534 (621) 2,829
Cash at beginning of year 8,836 9,457 6,628
-------- -------- --------
Cash at end of year $ 22,370 $ 8,836 $ 9,457
======== ======== ========
See Notes to Consolidated Financial Statements
20
URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of URS
Corporation and its subsidiaries, all of which are wholly-owned. All significant
intercompany accounts and transactions have been eliminated in consolidation.
The consolidated financial statements account for the acquisition of Greiner
Engineering, Inc. ("Greiner") in March, 1996 as a purchase. (See Note 3 -
Acquisitions.)
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amount of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Revenue Recognition
Revenue from contract services is recognized by the
percentage-of-completion method and includes a proportion of the earnings
expected to be realized on a contract in the ratio that costs incurred bear to
estimated total costs. Revenue on cost reimbursable contracts is recorded as
related contract costs are incurred and includes estimated earned fees in the
proportion that costs incurred to date bear to total estimated costs. The fees
under certain government contracts may be increased or decreased in accordance
with cost or performance incentive provisions which measure actual performance
against established targets or other criteria. Such incentive fee awards or
penalties are included in revenue at the time the amounts can be reasonably
determined. Revenue for additional contract compensation related to unpriced
change orders is recorded when realization is probable. Revenue from claims by
the Company for additional contract compensation is recorded when agreed to by
the customer. If estimated total costs on any contract indicate a loss, the
Company provides currently for the total loss anticipated on the contract.
Costs under contracts with the U.S. Government are subject to
government audit upon contract completion. Therefore, all contract costs,
including direct and indirect, general and administrative expenses, are
potentially subject to adjustment prior to final reimbursement. Management
believes that adequate provision for such adjustments, if any, has been made in
the accompanying consolidated financial statements. All overhead and general and
administrative expense recovery rates for fiscal 1989 through fiscal 1996 are
subject to review by the U.S. Government.
21
Cash and Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
Fair Value of Financial Instruments
Carrying amounts of certain of the Company's financial instruments
including cash, accounts receivable, accounts payable and other liabilities
approximate fair value due to their short maturities. Based on borrowing rates
currently available to the Company for loans with similar terms, the carrying
values of long term debt approximates fair value.
Income Taxes
The Company uses an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change in deferred tax
assets and liabilities during the period.
Property and Equipment
Property and equipment are stated at cost. In the year assets are
retired or otherwise disposed of, the costs and related accumulated depreciation
are removed from the accounts and any gain or loss on disposal is included in
income. Depreciation is provided on the straight-line method over the useful
service lives of the assets. Leasehold improvements are amortized over the
length of the lease or estimated useful life, whichever is less.
Income Per Share
The computation of earnings per common and common equivalent shares is
based upon the weighted average number of common shares outstanding during the
period plus (in periods in which they have a dilutive effect) the effect of
common shares contingently issuable, primarily from stock options, exercise of
warrants and the potential conversion of convertible debentures, less the number
of shares assumed to be purchased from the proceeds using the average market
price of the Company's common stock.
The fully diluted per share computation reflects the effect of common
shares contingently issuable upon the exercise of warrants in periods in which
such exercise would cause dilution. Fully diluted earnings per share may also
reflect additional dilution related to stock options due to the use of the
market price at the end of the period when higher than the average price for the
period.
22
Computation of Net Income Per Share
Years Ended October 31,
------------------------------------
1996 1995 1994
------ ------ ------
(In thousands, except per share data)
Net income $7,355 $5,056 $4,439
Add:
Interest on debentures and notes, net of
applicable income taxes 209 696 715
------- ------ ------
Net income for fully-diluted income per common share $7,564 $5,752 $5,154
====== ====== ======
Weighted average number of common shares
outstanding during the year 8,020 7,080 7,001
Add:
Common equivalent shares (determined using the
"treasury stock" method) representing shares issuable
upon exercise of employee stock options and warrants 3,206 2,985 2,959
Less:
Twenty percent limit on repurchase (1,728) (1,433) (1,404)
------ ------ ------
Weighted average number of shares used in
calculation of fully-diluted income per share 9,498 8,632 8,556
====== ====== ======
Fully-diluted income per common share $ .80 $ .67 $ .60
====== ====== ======
Industry Segment Information
The Company's single business segment, consulting, provides engineering and
architectural services to local and state governments, the Federal government
and the private sector. The Company's services are primarily utilized for
planning, design and program and construction management of infrastructure
projects.
The Company's revenues from local, state and Federal government agencies
and private businesses for the last three fiscal years are as follows:
Years Ended October 31,
---------------------------------------------------------------------------------
1996 1995 1994
---------------------- -------------------------- --------------------
(In thousands)
Local and state agencies $198,472 65% $ 99,871 56% $ 88,207 54%
Federal agencies 64,226 21 58,751 33 59,611 36
Private business 42,772 14 21,147 11 16,270 10
-------- --- ------- -- ------- ---
Total $305,470 100% $179,769 100% $164,088 100%
======= === ======= === ======= ===
Adoption of Statements of Financial Accounting Standards
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121, "Accounting for Long-
23
Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 121
requires that long-lived assets, certain identifiable intangibles, and goodwill
be reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Impairment would be recorded if
the expected future undiscounted cash flows were less than the carrying amount
of the asset. SFAS 121 is effective for fiscal years beginning after December
15, 1995, with earlier adoption permitted. The Company will adopt SFAS 121
effective for its fiscal year ending October 31, 1996. The Company does not
believe that adoption of SFAS 121 will have a material adverse effect on its
financial position or results of operations.
In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), which
is effective for fiscal years beginning after December 15, 1995. SFAS 123
encourages entities to adopt a fair value based method of accounting for
employee stock compensation plans; however, it also allows an entity to continue
to measure compensation cost for those plans using the intrinsic value based
method of accounting. Under the intrinsic value based method, companies do not
recognize compensation cost for many of their stock compensation plans. Under
the fair value based method, companies would recognize compensation costs for
those same plans. The Company elects to continue to use the intrinsic value
based method, and therefore does not expect the impact on its financial
statements, if any, to be material.
Reclassifications
Certain reclassifications have been made to the 1995 and 1994 financial
statements to conform to the 1996 presentation with no effect on net income as
previously reported.
NOTE 2. QUASI-REORGANIZATION
In conjunction with a restructuring completed in fiscal year 1990, the
Company, with the approval of its Board of Directors, implemented a
quasi-reorganization effective February 21, 1990 and revalued certain assets and
liabilities to fair value as of that date.
The fair values of the Company's assets and liabilities at the date of the
quasi-reorganization were determined by management to approximate their carrying
value and no further adjustment of historical bases was required. No assets were
written-up in conjunction with the revaluation. As part of the
quasi-reorganization, the deficit in retained earnings of $92,523,000 was
eliminated against additional paid-in capital. The balance in retained earnings
at October 31, 1995 represents the accumulated net earnings arising subsequent
to the date of the quasi-reorganization.
NOTE 3. ACQUISITIONS
During the year ended October 31, 1995, the Company acquired E.C. Driver &
Associates, Inc. ("ECD") for an aggregate purchase price of $3.6 million, and
the assumption of ECD's liabilities totaling $1.4 million. This acquisition was
accounted for by the purchase method of accounting and the net assets of ECD are
included in the Company's consolidated balance sheet as of October 31, 1995
based upon their estimated fair value at the transaction's effective date of
January 4, 1995. Pro forma operating results for the years ended October 31,
24
1994 and 1995, as if the acquisition had been made on November 1, 1993, are not
presented as they would not be materially different from the Company's reported
results. The excess of the purchase price over the estimated fair value of the
assets acquired has been allocated to goodwill.
During the year ended October 31, 1996, the Company acquired Greiner
Engineering, Inc. ("Greiner") for an aggregate purchase price of $78.8 million,
comprised of cash of $69.3 million, and 1.4 million shares of the Company's
Common Stock. The acquisition has been accounted for by the purchase method of
accounting and the excess of the fair value of the net assets acquired over the
purchase price has been allocated to goodwill. The operating results of Greiner
are included in the Company's results of operations from the date of purchase.
The purchase price consisted of:
(In thousands)
Cash paid $19,321
Term debt-current portion 4,675
Term debt-long-term portion 45,325
Common Stock 9,463
-------
$78,784
=======
The purchase price of Greiner
(net of prepaid loan fees of $1.6 million) $77,184
Fair value of assets acquired 42,510
-------
Excess purchase price over net assets acquired (Goodwill) $34,674
=======
The following unaudited pro forma summary presents the consolidated results
of operations as if the Greiner acquisition had occurred at the beginning of the
periods presented and does not purport to indicate what would have occurred had
the acquisition been made as of those dates or of results which may occur in the
future.
Fiscal Year Ended October 31, 1996:
1996 1995
----- ----
(In thousands)
Revenues $ 368,572 $334,904
========== ========
Net income $ 4,691 $ 2,868
========== ========
Net income per share $ .49 $ .33
========== ========
25
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
October 31,
1996 1995
------- ------
(In thousands)
Equipment $17,789 $9,074
Furniture and fixtures 3,421 2,713
Leasehold improvements 2,213 887
------- ------
23,423 12,674
Less: accumulated depreciation
and amortization (7,608) (6,839)
------- ------
Net property and equipment $15,815 $5,835
======= ======
NOTE 5. GOODWILL
Goodwill represents the excess of the purchase price over the fair value of
the net tangible assets of various operations acquired by the Company.
Accumulated amortization at October 31, 1996 and 1995 was $3.8 million and $3.1
million, respectively. Goodwill is amortized on the straight-line method over 30
years.
26
NOTE 6. INCOME TAXES
The components of income tax expense applicable to the operations each year
are as follows:
Years Ended October 31,
-----------------------------------------
1996 1995 1994
------ ------ ----
(In thousands)
Current:
Federal $5,020 $1,325 $150
State and local 1,560 590 230
------ ------ ----
Subtotal 6,580 1,915 380
------ ------ ----
Deferred:
Federal (1,320) (385) -
State and local (560) (230) 70
------ ------ ----
Subtotal (1,880) (615) 70
------ ------ ----
Total tax provision $4,700 $1,300 $450
====== ====== ====
As of October 31, 1996, the Company has available net operating loss
("NOL") carryforwards for Federal income tax purposes and financial statement
purposes of $6.0 million. The NOL utilization is limited to $750,000 per year.
While the Company has available NOL carryforwards which partially
off-set otherwise taxable income for Federal income tax purposes, for state tax
purposes such amounts are not necessarily available to offset income subject to
tax.
The significant components of the Company's deferred tax assets and
liabilities as of October 31, 1996 are as follows:
Deferred tax assets/(liabilities) - due to:
1996 1995
---- ----
(In thousands)
Allowance for doubtful accounts $1,520 $ 200
Other accruals and reserves 6,630 3,270
Net operating loss 2,050 2,300
------ -------
Total 10,200 5,770
Valuation allowance (3,123) (3,910)
------ -------
Deferred tax asset 7,077 1,860
------ -------
Other deferred gain and unamortized bond premium (2,160) (1,820)
Depreciation and amortization (753) (40)
------ -------
Deferred tax liability (2,913) (1,860)
------ -------
Net deferred tax asset $4,164 $ -0-
====== =======
27
The net change in the total valuation allowance for the year ended October
31, 1996 was a decrease of $788,000 due to the utilization of net operating
losses, AMT credits and other changes in deferred tax assets.
The difference between total tax expense and the amount computed by
applying the statutory Federal income tax rate to income before taxes is as
follows:
Years Ended October 31,
------------------------------------------
1996 1995 1994
------ ------ ------
(In thousands)
Federal income tax expense based upon
federal statutory tax rate of 40% $4,100 $2,160 $1,660
Nondeductible goodwill amortization 400 160 160
Nondeductible expenses 240 210 120
NOL carryforwards utilized (250) (1,140) (1,690)
AMT credit utilized - (330) -
State taxes, net of Federal benefit 660 240 200
Adjustment to state tax rate 80 - -
Utilization of deferred tax benefits and other (530) - -
------ ------ ------
Total taxes provided $4,700 $1,300 $ 450
====== ====== ======
NOTE 7. LONG-TERM DEBT
Long-term debt consists of the following:
October 31,
--------------------------
1996 1995
------- ------
(In thousands)
Third party:
Bank term loan, payable in quarterly installments $49,207 $ -
6 1/2% Convertible Subordinated Debentures due 2012 (net
of bond issue costs of $39 and $41) 2,106 2,104
8 5/8% Senior Subordinated Debentures due 2004 (net of
discount and bond issue costs of $3,657 and $3,830)
(effective interest rate on date of restructuring was 25%) 2,798 2,625
Obligations under capital leases 4,173 3,406
------- ------
58,284 8,135
Less: Current maturities of long-term debt 4,675 -
Current maturities of capital leases 1,219 931
------- ------
$52,390 $7,204
======= ======
Related parties:
January Notes (net of discount of $1,021 and $1,205) $ 2,979 $2,795
======= ======
28
At October 31, 1996, the Company's senior secured revolving credit facility
with Wells Fargo Bank, N.A. (the "Bank") provides for advances up to $20.0
million and expires March 29, 1999. Borrowings on the revolving credit facility
bear interest at the option of the Company based on rate indexes selected by the
Company, with variable spreads over the selected index based on loan maturity
and the Company's financial performance. At October 31, 1996, the interest rate
was based on the London Interbank Offered Rate (LIBOR) of 5.53%, plus spreads of
2.625% to 3.00%. At October 31, 1996, the Company had outstanding letters of
credit totaling $600,000 which reduced the amount available to the Company under
its revolving credit facility to $19.4 million.
Also at October 31, 1996, the Company had outstanding with the Bank $49.2
million of senior secured term loans payable over seven years beginning October
1996. The loans bear interest based on rate indexes selected by the Company,
with variable spreads over the selected index based on loan maturity and the
Company's financial performance. At October 31, 1996, the interest rate was
based on the London Interbank Offered Rate (LIBOR) of 5.53%, plus spreads of
2.625% to 3.00%.
Related Parties
At October 31, 1996, the Company had fully-drawn $4.0 million under its
line of credit with Richard C. Blum & Associates, Inc. ("RCBA"). The
indebtedness is represented by the January Notes, which bear interest at 6 1/2%
per annum, are subordinate only to the Bank line of credit and are due November
1, 2000. RCBA, through various partnerships, beneficially owns approximately 18%
of the Company's common shares (approximately 33% assuming exercise of
additional warrants) outstanding at October 31, 1996. Richard C. Blum, a
director of the Company, is also Chairman of RCBA.
Debentures
The Company's 6 1/2% Convertible Subordinated Debentures due 2012 are
convertible into the Company's common shares at the rate of $206.30 per share.
Sinking fund payments are calculated to retire 70% of the debentures prior to
maturity beginning in February 1998. Interest is payable semi-annually in
February and August. Interest is payable semi-annually in January and July on
the Company's 85/8% Senior Subordinated Debentures due 2004. Both the 6 1/2%
Convertible Subordinated Debentures and the 85/8% Senior Subordinated Debentures
are subordinate to all debt to RCBA and the Bank.
Maturities
The amounts of long-term debt outstanding at October 31, 1996 maturing in
the next five years are as follows:
(In thousands)
1997 $ 4,675
1998 3,581
1999 5,075
2000 5,475
2001 6,025
Thereafter 36,975
Amounts payable under capitalized lease agreements are excluded from the above
table.
29
Obligations under Leases
Total rental expense included in operations for operating leases for the
fiscal years ended October 31, 1996, 1995 and 1994 amounted to $10.9 million,
$5.7 million and $5.3 million, respectively. Certain of the lease rentals are
subject to renewal options and escalation based upon property taxes and
operating expenses. These operating lease agreements expire at varying dates
through 2005.
Obligations under non-cancelable lease agreements are as follows:
Capital Operating
Leases Leases
------ ------
(In thousands)
1997 $1,265 $12,593
1998 1,147 10,068
1999 1,069 7,803
2000 428 6,094
2001 241 5,195
Thereafter 23 13,512
------ ------
Total minimum lease payments $4,173 $55,265
=======
Less amounts representing
interest 963
------
Present value of net minimum
lease payments $3,210
======
NOTE 8. COMMITMENTS AND CONTINGENCIES
Currently, the Company has $51.0 million per occurrence and aggregate
commercial general liability insurance coverage. The Company is also insured for
professional errors and omissions ("E&O") and contractor pollution liability
("CPL") claims with an aggregate limit of $30.0 million after a self-insured
retention of $.5 million. The E&O and CPL 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 this policy, it will
have no coverage under the policy 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 this type of coverage, but there can be no assurance that the
Company can maintain its existing coverage, that claims will not exceed the
amount of insurance coverage or that there will not be claims relating to prior
periods that were subject only to "claims made" coverage.
Various legal proceedings are pending against the Company or its
subsidiaries alleging breaches of contract or negligence in connection with the
performance of professional services. In some actions punitive or treble damages
are sought which substantially exceed the Company's insurance coverage. The
Company's management does not believe that any of such proceedings will have a
material adverse effect on the consolidated financial position and operations of
the Company.
30
NOTE 9. CAPITAL STOCK
Declaration of dividends, except Common Stock dividends, is restricted by
the Bank line of credit agreement and the 8 5/8 Indenture. Further, declaration
of dividends may be precluded by existing Delaware law.
During fiscal year 1995, the Company repurchased a total of 42,000 shares
of its Common Stock at an average repurchase price of $5.43, pursuant to a
systematic repurchase plan approved by the Company's Board of Directors on
September 13, 1994. The systematic repurchase plan expired on September 13,
1995. The Company, as of that date, had repurchased a total of 52,000 shares of
its Common Stock at an average repurchase price of $5.49.
The 1987 Restricted Stock Plan (the "Plan") provides for grants of up to
16,537 shares of Common Stock to key employees of the Company and its
subsidiaries. An employee selected to receive shares under the Plan will not be
required to pay any consideration for the shares. Shares issued to an employee
are subject to forfeiture in the event that the employment of the employee
terminates for any reason other than death. The forfeiture restrictions lapse
with respect to portions of the grant over a five-year period subsequent to the
grant date. As of October 31, 1996, 6,872 restricted shares have been granted.
The 1979 Stock Option Plan (the "1979 Plan") provided for grants of options
to purchase shares of Common Stock to directors, officers and key employees of
the Company and its subsidiaries at prices and for periods (not to exceed ten
years) as determined by the Board of Directors. The 1979 Plan also provided for
the granting of Stock Appreciation Rights and incentive stock options. The 1979
Plan expired in February 1989, and no further options or rights may be granted
under the 1979 Plan.
On October 20, 1988, the stockholders approved a replacement option program
pursuant to which non-management members of the Board of Directors granted
replacement stock options to selected employees, exercisable at then current
market prices. The selected employees then exchanged their outstanding options
for new options covering two shares for each three shares covered by the options
being replaced. Options to purchase 16,561 shares were exchanged for
pre-existing options.
On April 27, 1989, the stockholders approved the 1989 Stock Option and
Rights Plan (the "1989 Plan"). The 1989 Plan provides for the grant of options
to purchase 50,000 shares of Common Stock to directors, officers and key
employees of the Company and its subsidiaries at prices and for periods (not to
exceed ten years) as determined by the Board of Directors. The 1989 Plan also
provides for the granting of Stock Appreciation Rights. No options have been
granted under the 1989 Plan.
On March 26, 1991, the stockholders approved the 1991 Stock Incentive Plan
(the "1991 Plan"). The 1991 Plan provides for the grant not to exceed 1,500,000
Restricted Shares, Stock Units and Options, plus the number of shares of Common
Stock remaining available for awards under the 1987 Plan (9,665) and the 1989
Plan (50,000) to key employees of the Company and its subsidiaries at prices and
for periods as determined by the Board of Directors. The 1991 Plan prohibits
granting new options under the 1987 Plan and the 1989 Plan. As of October 1996,
the Company had issued 21,200 shares of Restricted Stock under
31
the 1991 Plan.
Under the Employee Stock Purchase Plan (the "ESP Plan") implemented in
September 1985, employees may purchase shares of Common Stock through payroll
deductions of up to 10% of the employee's base pay. Contributions are credited
to each participant's account on the last day of each six-month participation
period of the ESP Plan (which commences on January 1 and July 1 of each year).
The purchase price for each share of Common Stock shall be the lower of 85% of
the fair market value of such share on the last trading day before the
participation period commences or 85% of the fair market value of such share on
the last trading day in the participation period. Employees purchased 69,692
shares under the ESP Plan in fiscal 1996 and 46,610 shares in fiscal 1995.
On February 21, 1990, the Company issued warrants to purchase 1,819,148
shares of Common Stock at a purchase price of $4.34 per share which expire on
February 14, 1997.
A summary of the number of stock options granted under the 1979, 1989 and
1991 Plans is as follows:
October 31, 1996
-----------------------------
Shares Per Share (1)
------ -------------
Number of options:
Outstanding at year end 1,386,469 $3.12 - $31.25
Exercisable at year end 1,029,733 $3.12 - $31.25
Exercised during the year 2,000 $5.50 - $5.75
Available for grant at year end 19,231 -
October 31, 1995
-----------------------------
Shares Per Share (1)
------ -------------
Number of options:
Outstanding at year end 1,166,324 $3.12 - 31.25
Exercisable at year end 768,166 $3.12 - 31.25
Exercised during the year 137,600 $3.12 - $3.12
Available for grant at year end 239,665 -
October 31, 1994
-----------------------------
Shares Per Share (1)
------ -------------
Number of options:
Outstanding at year end 1,139,964 $3.12 - 31.25
Exercisable at year end 790,967 $3.12 - 31.25
Exercised during the year - -
Available for grant at year end 413,765 -
(1) Reflects lowest and highest exercise price.
32
NOTE 10. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Years Ended October 31,
-------------------------------
1996 1995 1994
---- ---- ----
(In thousands)
Interest $4,142 $ 891 $1,301
Income taxes $6,483 $ 1,358 $ 499
On January 4, 1995 the Company purchased all of the capital stock of ECD for
$3.6 million. In conjunction with the acquisition, liabilities were assumed as
follows:
Fair value of assets acquired $4,952
Cash paid for the capital stock (3,596)
------
Liabilities assumed $1,356
======
On March 29,1996 the Company acquired all of the capital stock of Greiner for
$78.8 million.
Purchase price of Greiner $77,184
(net of prepaid loan fees of $1.6 million)
Fair value of assets acquired (42,510)
-------
Excess purchase price over net assets acquired $34,674
=======
There were no significant non-cash investing or financing activities in
fiscal 1994.
NOTE 11. DEFINED CONTRIBUTION PLAN
The Company has a defined contribution retirement plan under Internal Revenue
Code Section 401(k). The plan covers all full-time employees who are at least 18
years of age. Contributions by the Company are made at the discretion of the
Board of Directors. Contributions in the amount of $1.6 million, $.8 million and
$.6 million were made to the plan in fiscal 1996, 1995 and 1994, respectively.
NOTE 12. VALUATION AND ALLOWANCE ACCOUNTS
Additions
Charged to Deductions
Beginning Costs and from Ending
Balance Expenses Reserves Other Balance
--------- ---------- ---------- ----- -------
(In thousands)
October 31, 1996
Allowances for losses and doubtful
collections $1,270 $2,600 ($1,083) $4,821 $7,608
October 31, 1995
Allowances for losses and doubtful
collections $1,141 $442 $313 $ - $1,270
October 31, 1994
Allowances for losses and doubtful
collections $1,081 $322 $262 $ - $1,141
33
NOTE 13. RELATED PARTY TRANSACTIONS
Interest paid to related parties in connection with the January Notes was
$260,712, $194,000 and $363,000 in fiscal 1996, 1995 and 1994, respectively.
(See Note 7 - Long-Term Debt).
The Company has agreements for business consulting services to be provided
by RCBA and Richard C. Blum, a Director of the Company. Under these agreements,
the Company paid $90,000 and $60,000 to RCBA and Richard C. Blum, respectively,
during each of fiscal 1996, 1995 and 1994. Richard C. Blum also received an
additional cash amount of $23,000, $25,000 and $24,000 for his services as a
Director of the Company in fiscal 1996, 1995 and 1994, respectively.
NOTE 14. CONCENTRATION OF CREDIT RISK
The Company provides services primarily to local, state and Federal
government agencies. The Company believes the credit risk associated with these
types of revenues is minimal. However, the Company does perform ongoing credit
evaluations of its customers and, generally, requires no collateral. The Company
maintains reserves for potential credit losses and such losses have been within
management's expectations. Substantially all cash balances are held in one
financial institution and at times exceed federally insured limits.
NOTE 15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for fiscal 1996 and 1995 is summarized
as follows:
Fiscal 1996 Quarters Ended
-------------------------------------------------
Jan. 31 Apr. 30 July 31 Oct. 31
-------- -------- -------- --------
(In thousands, except per share data)
Revenues $ 48,503 $ 64,864 $ 89,734 $102,369
Gross profit 18,105 25,736 36,707 37,793
Operating income 1,637 3,270 4,863 6,182
Net income $ 812 $ 1,522 $ 2,072 $ 2,949
Income per share:
Primary $ .11 $ .18 $ .22 $ .29
======== ======== ======== ========
Fully diluted $ .11 $ .18 $ .22 $ .29
======== ======== ======== ========
Weighted average
number of shares 8,713 9,188 10,096 10,093
======== ======== ======== ========
Fiscal 1995 Quarters Ended
-------------------------------------------------
Jan. 31 Apr. 30 July 31 Oct. 31
------- ------- ------- -------
(In thousands, except per share data)
Revenues $ 40,307 $ 44,810 $ 44,456 $ 50,196
Gross profit 15,878 17,688 18,052 19,306
Operating income 1,356 1,625 2,060 2,666
Net income $ 800 $ 1,051 $ 1,336 $ 1,869
Income per share:
Primary $ .11 $ .15 $ .18 $ .24
======== ======== ======== ========
Fully diluted $ .11 $ .15 $ .18 $ .23
======== ======== ======== ========
Weighted average
number of shares 8,528 8,725 8,731 8,696
======== ======== ======== ========
Operating income represents continuing operations before interest income
and interest expense.
34
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS
Incorporated by reference from the information under the captions "Election
of Directors" and "Compliance with Section 16(a) of Securities Exchange Act" in
the Company's definitive proxy statement for the Annual Meeting of Stockholders
to be held on March 25, 1997 and from Item 4a -- "Executive Officers of the
Registrant" in Part I.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the information under the caption "Executive
Compensation" in the Company's definitive proxy statement for the Annual Meeting
of Stockholders to be held on March 25, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Incorporated by reference from the information under the caption "Stock
Ownership" in the Company's definitive proxy statement for the Annual Meeting of
Stockholders to be held on March 25, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from Item 8, Financial Statement and
Supplementary Data, Note 7 -- Long-Term Debt and Note 13 -- Related Party
Transactions.
PART IV
ITEM 14. EXHIBITS. FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1)Item 8. Consolidated Financial Statements and
Supplementary Data
Report of Independent Accountants
Consolidated Balance Sheets
October 31, 1996 and October 31, 1995
Consolidated Statements of Operations
For the years ended October 31, 1996, 1995 and 1994
Consolidated Statements of Changes in Stockholders' Equity For the years
ended October 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows For the years ended October 31,
1996, 1995 and 1994
Notes to Consolidated Financial Statements
35
(a)(2) Financial Statement Schedules
Schedules are omitted because they are not applicable, not required or
because the required information is included in the Consolidated Financial
Statements or Notes thereto.
(a)(3) Exhibits
3.1 Certificate of Incorporation of the Company, filed as Exhibit 3.1 to
the Annual Report on Form 10-K for the fiscal year ended October 31,
1991 ("1991 Form 10-K"), and incorporated herein by reference.
3.2 By-laws of the Company as amended. FILED HEREWITH.
4.1 Indenture, dated as of February 15, 1987, between the Company and
First Interstate Bank of California, Trustees, relating to $57.5
million of the Company's 6 1/2% Convertible Subordinated Debentures
Due 2012, filed as Exhibit 4.10 to the Company's Registration
Statement on Form S-2 (Commission File No. 33-11668) and incorporated
herein by reference.
4.2 Amendment Number 1 to Indenture governing 6 1/2% Convertible
Subordinated Debentures due 2012, dated February 21, 1990, between the
Company and First Interstate Bank of California, Trustee, filed as
Exhibit 4.9 to the Company's Registration Statement on Form S-1
(Commission File No. 33-56296) ("1990 Form S-1") and incorporated
herein by reference.
4.3 Indenture, dated as of March 16, 1989, between the Company and MTrust
Corp., National Association, Trustee relating to the Company's 85/8%
Senior Subordinated Debentures due 2004, filed as Exhibit 13C to the
Company's Form T-3 under the Trust Indenture Act of 1939 (Commission
File No. 22-19189) and incorporated herein by reference.
4.4 Amendment Number 1 to Indenture governing 85/8% Senior Subordinated
Debentures due 2004, dated as of April 7, 1989, filed as Exhibit 4.11
to the 1990 Form S-1 and incorporated herein by reference.
4.5 Amendment Number 2 to Indenture governing 85/8% Senior Subordinated
Debentures due 2004, dated February 21, 1990, between the Company and
MTrust Corp. National Association, Trustee, filed as Exhibit 4.12 to
the 1990 Form S-1 and incorporated herein by reference.
10.1 1979 Stock Option Plan of the Company, filed as Exhibit 10.01 to the
Company's Registration Statement on Form S-14 (Commission File No.
2-73909) and incorporated herein by reference.
10.2 1987 Restricted Stock Plan of the Company, filed as Appendix I to the
Company's definitive proxy statement filed with the Commission on
March 2, 1987 and incorporated herein by reference.
10.3 1985 Employee Stock Purchase Plan of the Company, adopted effective
July 1, 1997 (subject to stockholder approval). FILED HEREWITH.
10.4 1991 Stock Incentive Plan of the Company, amended and restated
effective December 17, 1996 (subject to stockholder approval). FILED
HEREWITH.
36
10.5 Non-Executive Directors Stock Grant Plan of the Company, adopted
December 17, 1996 (subject to stockholder approval). FILED HEREWITH.
10.6 Selected Executive Deferred Compensation Plan of the Company, filed as
Exhibit 10.3 to the 1990 Form S-1 and incorporated herein by
reference.
10.7 1996 Incentive Compensation Plan of the Company. FILED HEREWITH.
10.8 1996 Incentive Compensation Plan of URS Consultants, Inc. FILED
HEREWITH.
10.9 1996 Incentive Compensation Plan of Greiner Engineering, Inc. FILED
HEREWITH.
10.10 Stock Appreciation Rights Agreement, dated July 18, 1989, between the
Company and Irwin L. Rosenstein, filed as Exhibit 10.13 to the 1990
Form S-1 and incorporated herein by reference.
10.11 Stock Appreciation Rights Agreement, dated October 9, 1989, between
the Company and Martin M. Koffel, filed as Exhibit 10.15 to the 1990
Form S-1 and incorporated herein by reference.
10.12 Employment Agreement, dated August 1, 1991, between URS Consultants,
Inc. and Irwin L. Rosenstein, filed as Exhibit 10.12 to the 1991 Form
10-K and incorporated herein by reference.
10.12a Amendment to Employment Agreement, dated October 11, 1994, between URS
Consultants, Inc., and Irwin L. Rosenstein.
10.13 Employment Agreement, dated December 16, 1991, between the Company and
Martin Koffel, filed as Exhibit 10.13 to the 1991 Form 10-K and
incorporated herein by reference.
10.14 Employment Agreement, dated May 7, 1991, between the Company and Kent
P. Ainsworth, filed as Exhibit 10.16 to the 1991 Form 10-K and
incorporated herein by reference.
10.15 Agreement and Plan of Merger, dated as of January 10, 1996, between
URS Corporation, URS Acquisition Corporation and Greiner Engineering,
Inc., filed as Exhibit 2(a) to the Form 8-K filed on January 12, 1996
(the "January 12, 1996 Form 8-K"), and incorporated herein by
reference.
10.16 Letter Agreement, dated May 31, 1990, among the Company and certain
subsidiaries and certain affiliates of Richard C. Blum & Associates,
Inc., amending the Thortec Entities Credit and Security Agreement,
filed as Exhibit 10.21 to the 1990 Form S-1 and incorporated herein by
reference.
10.17 Thortec Entities Credit and Security Agreement, dated January 30,
1989, between the Company and certain subsidiaries and certain
affiliates of Richard C. Blum & Associates, Inc., filed as Exhibit
10.54 to the 1988 Form 10-K, and incorporated herein by reference.
10.18 First, Second, Third and Fourth Amendments to the Thortec Entities
Credit and
37
Security Agreement, dated January 30, 1989, between the Company and
certain entities managed or advised by Richard C. Blum & Associates,
Inc., filed as Exhibit 10.23 to the 1990 Form S-1 and incorporated
herein by reference.
10.19 Fifth, Sixth and Seventh Amendments to the Thortec Entities Credit and
Security Agreement, dated January 30, 1989, between the Company and
certain entities managed or advised by Richard C. Blum & Associates,
Inc., filed as Exhibit 10.21 to the Annual Report on Form 10-K for the
fiscal year ended October 31, 1992 ("1992 Form 10-K") and incorporated
herein by reference.
10.20 Letter Agreement, dated February 14, 1990, between the Company and
Richard C. Blum, filed as Exhibit 10.31 to the 1990 Form S-1 and
incorporated herein by reference.
10.21 Letter Agreement, dated February 14, 1990, between the Company and
Richard C. Blum & Associates, Inc., filed as Exhibit 10.32 to the 1990
Form S-1 and incorporated herein by reference.
10.22 Registration Rights Agreement, dated February 21, 1990, among the
Company, Wells Fargo Bank, N.A. and the Purchaser Holders named
therein, filed as Exhibit 10.33 to the 1990 Form S-1 and incorporated
herein by reference.
10.23 Warrant Agreement, dated February 21, 1990, between the Company, Wells
Fargo Bank, N.A. and the Purchasers named therein, filed as Exhibit
10.24 to the 1990 Form S-1 and incorporated herein by reference.
10.24 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
BK Capital Partners I, filed as Exhibit 10.25 to the 1990 Form S-1 and
incorporated herein by reference.
10.25 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
BK Capital Partners II, filed as Exhibit 10.26 to the 1990 Form S-1
and incorporated herein by reference.
10.26 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
BK Capital Partners III, filed as Exhibit 10.27 to the 1990 Form S-1
and incorporated herein by reference.
10.27 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
Executive Life Insurance Company, filed as Exhibit 10.28 to the 1990
Form S-1 and incorporated herein by reference.
10.28 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
Wells Fargo Bank, N.A., filed as Exhibit 10.29 to the 1990 Form S-1
and incorporated herein by reference.
10.29 URS Corporation Warrant Agreement, dated February 21, 1990, issued to
Wells Fargo Bank, N.A., filed as Exhibit 10.30 to the 1990 Form S-1
and incorporated herein by reference.
10.30 Post-Affiliation Agreement, dated July 19, 1989, between the Company
and URS International, Inc., filed as Exhibit 10.42 to the 1989 Form
10-K and incorporated
38
herein by reference.
10.31 Contract between URS Consultants, Inc. and the U.S. Department of the
Navy (No N62474-89-R-9295) dated June 6, 1989, filed as Exhibit 10.34
to the 1991 Form 10-K and incorporated herein by reference.*
10.32 Form of Indemnification Agreement dated as of May 1, 1992 between the
Company and each of Messrs. Ainsworth, Blum, Cashin, Koffel, Madden,
Praeger, Rosenstein, and Walsh, filed as Exhibit 10.34 to the 1992
Form 10-K and incorporated herein by reference.
10.33 Form of Indemnification Agreement dated as of March 22, 1994 between
the Company and Admiral Foley and Mr. Der Marderosian, filed as
Exhibits 10.35 and 10.36 to the 1994 Form 10-K and incorporated herein
by reference.
10.34 Form of Indemnification Agreement dated as of March 29, 1996 between
the Company and Mr. Robert L. Costello, filed as Exhibit 10.2 to the
1996 second quarter Form 10-Q and incorporated herein by reference.
10.35 Form of Indemnification Agreement dated as of November 6, 1996 between
the Company and Mr. Robert D. Glynn Jr. FILED HEREWITH.
10.36 Credit Agreement, dated as of January 10, 1996, between URS
Corporation, the Financial Institutions listed therein as Lenders and
Wells Fargo Bank, National Association, as Administrative Agent for
the Lenders, filed as Exhibit 99(a) to the January 12, 1996 Form 8-K,
and incorporated herein by reference.
10.37 Severance Agreement, dated as of November 22, 1993, between the
Company and Joseph Masters, filed as Exhibit 10.35 to the Annual
Report on Form 10-K for the fiscal year ended October 31, 1995 and
incorporated herein by reference.
10.38 Employment Agreement, dated March 29, 1996, between Greiner, Inc. and
Robert L. Costello, filed as Exhibit 10.1 to the 1996 second quarter
Form 10-Q and incorporated herein by reference.
21.1 Subsidiaries of the Company. FILED HEREWITH.
23.1 Consent of Coopers & Lybrand L.L.P. FILED HEREWITH.
24.1 Powers of Attorney of certain Directors and Officers. FILED HEREWITH.
(b)(1) Reports on Form 8-K
27 Financial Data Schedule. FILED HEREWITH.
No reports were filed on Form 8-K during the fourth quarter of the fiscal year
ended October 31, 1996.
* Note: Certain material contained in this exhibit and indicated by
an asterisk has been omitted and filed separately with the
Commission pursuant to an application for confidential treatment
under Rule 24b-2 promulgated under the Securities Exchange Act of
1934, as amended, which was granted by the Commission effective
April 30, 1992.
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, URS Corporation, the Registrant, has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
URS Corporation
(Registrant)
By /s/ Kent P. Ainsworth
----------------------------------
Kent P. Ainsworth
Executive Vice President and
Chief Financial Officer
Dated: January 14, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ MARTIN M. KOFFEL Chairman of the Board January 14, 1997
- ----------------------------------------------------- of Directors and Chief
(Martin M. Koffel) Executive Officer
/s/ KENT P. AINSWORTH
- ----------------------------------------------------- Executive Vice President, January 14, 1997
(Kent P. Ainsworth) Chief Financial Officer
Principal Accounting
Officer and Secretary
IRWIN L. ROSENSTEIN* Director January 14, 1997
- -----------------------------------------------------
(Irwin L. Rosenstein)
RICHARD C. BLUM* Director January 14, 1997
- -----------------------------------------------------
(Richard C. Blum)
EMMET J. CASHIN, JR.* Director January 14, 1997
- -----------------------------------------------------
(Emmet J. Cashin, Jr.)
40
RICHARD Q. PRAEGER* Director January 14, 1997
- -----------------------------------------------------
(Richard Q. Praeger)
WILLIAM D. WALSH* Director January 14, 1997
- -----------------------------------------------------
(William D. Walsh)
RICHARD B. MADDEN* Director January 14, 1997
- -----------------------------------------------------
(Richard B. Madden)
ARMEN DER MARDEROSIAN* Director January 14, 1997
- -----------------------------------------------------
(Armen Der Marderosian)
ADM. S. ROBERT FOLEY, JR., USN (RET.)* Director January 14, 1997
- -----------------------------------------------------
(Adm. S. Robert Foley, Jr., USN (Ret.))
ROBERT D. GLYNN, JR.* Director January 14, 1997
- -----------------------------------------------------
(Robert D. Glynn, Jr.)
ROBERT L. COSTELLO* Director January 14, 1997
- -----------------------------------------------------
(Robert L. Costello)
*By
/s/ KENT AINSWORTH
- -----------------------------------------------------
(Kent P. Ainsworth, Attorney-in-fact)
41