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
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.
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.
Clients
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.
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:
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.
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.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Item 8, Financial Statements and Supplementary Data, Note 8 -- Commitments and Contingencies -- is hereby incorporated by reference.
ITEM 4.
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.
PART II
ITEM 5.
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.
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.
ITEM 7.
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.
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.
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
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 =======
ITEM 8.
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
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
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.
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.
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-
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,
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 ========== ========
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.
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:
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.
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.
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.
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
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.
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 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.
ITEM 9.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
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.
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.
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.
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.
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
(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.
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
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
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.
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