UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 8, 2008

 

AECOM TECHNOLOGY CORPORATION

(Exact name of Registrant as specified in its charter)

 

Delaware

1-33447

61-1088522

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

 

555 South Flower Street, Suite 3700

Los Angeles, California  90071

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s telephone number, including area code  (213) 593-8000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

     o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

     o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

     o  Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

     o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02.                                          Results of Operations and Financial Condition.

 

On May 8, 2008, AECOM Technology Corporation issued a press release announcing the financial results for its fiscal second quarter ended March 31, 2008. A copy of the press release is attached to this report as Exhibit 99.1. Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

Item 9.01                                             Financial Statements and Exhibits.

 

(d)  Exhibits

 

99.1    Press Release, dated May 8, 2008, announcing AECOM’s financial results for the second quarter ended March 31, 2008.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

 

AECOM TECHNOLOGY CORPORATION

 

 

Dated: May 8, 2008

By: 

  /s/ DAVID Y. GAN

 

David Y. Gan

 

Vice President, Assistant General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

 

99.1

Press Release, dated May 8, 2008, announcing AECOM’s financial results for the second quarter ended March 31, 2008.

 

4


Exhibit 99.1

 

 

News Release

 

Contact:  Paul Gennaro

    SVP & Chief Communications Officer

    212.973.3167

    paul.gennaro@aecom.com

 

For immediate release

NR 08-0503

 

AECOM reports strong net income, operating income, backlog for second quarter of fiscal year 2008

 

·                  Second-quarter diluted earnings per share of 35 cents, up 30% from the same period last year.

 

·                  Net income for second quarter, increased 69% year over year to $35.8 million.

 

·                  Operating income for second quarter increased 55% year over year to $59.0 million.

 

·                  Revenue for second quarter increased 7% year over year to $1.2 billion.

 

·                  Revenue, net of other direct costs increased 27% year over year to $750.8 million.

 

·                  Backlog at March 31, 2008, increased 20% year over year to $7.1 billion.

 

·                  Diluted earnings-per-share outlook raised to $1.30 to $1.34 for full fiscal year 2008.

 

LOS ANGELES (May 8, 2008) — AECOM Technology Corporation (NYSE: ACM), a leading provider of professional technical and management support services for government and commercial clients around the world, announced today its financial results for the second quarter of fiscal year 2008, which ended March 31, 2008.

 

AECOM reported net income of $35.8 million for the second quarter, or diluted earnings per share (EPS) of 35 cents.  These results represent an increase of 69% over net income of $21.2 million for the same period last year.  Operating income for the second quarter increased 55% year over year to $59.0 million.  For the first six months of fiscal year 2008, AECOM reported net income of $65.3 million and operating income of $103.5 million, an increase of 40% and 52%, respectively.

 

Second-quarter revenue increased to $1.2 billion, 7% higher than the second quarter of fiscal year 2007.  AECOM’s gross revenue includes a significant amount of pass-through costs and, therefore, revenue, net of other direct costs, which is a non-GAAP measure, also provides a valuable perspective on its business results.  AECOM’s revenue, net of other direct costs for the three months ended March 31, 2008, increased 27% compared to the same period last year, to $750.8 million.  For the first six months of fiscal 2008, AECOM reported revenue of $2.2 billion and revenue, net of other direct costs of $1.4 billion, an increase of 11% and 31%, respectively.

 

more—

 



 

“Our second-quarter results were marked by strong global growth,” said John M. Dionisio, AECOM president and chief executive officer.  “During the quarter, we saw continued strength in our U.S. business, while our non-U.S. revenue continued to increase – our non-U.S. revenue now represents 53% of our total revenue.”

 

“The global infrastructure market continues to fuel a solid demand for our services,” said Dionisio.  “Projects such as our work in support of Abu Dhabi’s Ain Khalid Commercial Avenue project, the Los Angeles International Airport Capital Improvement Program, and evolving work for the Libyan Housing and Infrastructure Board highlight the breadth and diversification of our success.”

 

Business Segments

 

In addition to providing consolidated financial results, AECOM reports separate financial information for its two segments: Professional Technical Services (PTS) and Management Support Services (MSS).

 

Professional Technical Services

 

The PTS segment delivers planning, consulting, architecture and engineering design, and program and construction management services to institutional, commercial and government clients worldwide.

 

For the second quarter of fiscal 2008, the PTS segment reported revenue of $955.1 million and operating income of $60.6 million, compared to revenue of $843.2 million and operating income of $39.4 million for the same period during fiscal year 2007.  This represents a 13% increase in revenue and a 54% increase in operating income year over year.  PTS revenue, net of other direct costs, increased 27% for the three months ended March 31, 2008, to $710.6 million.

 

Management Support Services

 

The MSS segment provides program and facilities management and maintenance, training, logistics, consulting, technical assistance and systems integration services, primarily for agencies of the U.S. government.

 

For the second quarter of fiscal year 2008, the MSS segment reported revenue of $209.1 million and operating income of $14.0 million, compared to revenue of $240.5 million and operating income of $8.3 million for the same period during fiscal year 2007.  This represents a 13% decrease in revenue and a 68% increase in operating income year over year.  Segment results for the quarter were positively affected by the release of key task orders and the resolution of government contract negotiations.  MSS revenue, net of other direct costs, increased 40% for the three months ended March 31, 2008, to $40.1 million.

 

Outlook

 

AECOM announced backlog totaling $7.1 billion at March 31, 2008, a 20% increase year over year.

 

“AECOM continued to deliver strong results across all of our end markets and geographies during the second quarter,” said Michael S. Burke, AECOM executive vice president, chief corporate officer and chief financial officer.  “Moreover, the $1.2-billion increase in our year-over-year backlog indicates continued strength and solid momentum in our end markets.”

 

2



 

Dionisio cited the five acquisitions that AECOM has announced year to date as an indicator of the company’s execution on its strategic plan.  “Our ability to complement our organic growth with key acquisitions positions us well to leverage the opportunities that we see in the global infrastructure market.”

 

Based on its results through the first half of the fiscal year, as well as its strong backlog, AECOM has raised its EPS outlook for fiscal year 2008 to $1.30 to $1.34.

 

AECOM is hosting a conference call today at 11 a.m. EDT, during which management will make a brief presentation focusing on the company’s results, strategies and operating trends.  Interested parties can listen to the conference call and view accompanying slides via webcast on the Internet at www.aecom.com.  The webcast will be available for replay following the call.

 

About AECOM

 

AECOM (NYSE: ACM) is a global provider of professional technical and management support services to a broad range of markets, including transportation, facilities, environmental and energy.  With more than 35,000 employees around the world, AECOM is a leader in all of the key markets that it serves.  AECOM provides a blend of global reach, local knowledge, innovation, and technical excellence in delivering solutions that enhance and sustain the world’s built, natural, and social environments.  AECOM serves clients in more than 60 countries and had revenue of $4.2 billion during fiscal year 2007.  More information on AECOM and its services can be found at www.aecom.com.

 

Forward-Looking Statements: All statements in this press release other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings or other financial items; any statements of the plans, strategies and objectives for future operations; and any statements regarding future economic conditions or performance.  Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in forward-looking statements include: uncertainties related to funding, audits, modifications and termination of long-term government contracts; losses under fixed-price contracts; limited control over operations run through our joint venture entities; misconduct by our employees or consultants or our failure to comply with laws or regulations; failure to successfully execute our merger and acquisition strategy; the need to retain and recruit key technical and management personnel; and unexpected adjustments and cancellations related to our backlog.  Additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in our reports filed with the Securities and Exchange Commission.  We do not intend, and undertake no obligation, to update any forward-looking statement.

 

3



 

AECOM Technology Corporation
Condensed Consolidated Statements of Income
(in thousands, except per share data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

March 31, 2008

 

March 31, 2007

 

March 31, 2008

 

March 31, 2007

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,164,121

 

$

1,083,709

 

$

2,244,371

 

$

2,022,258

 

Other direct costs

 

413,369

 

494,227

 

818,033

 

929,642

 

Revenue, net of other direct costs

 

750,752

 

589,482

 

1,426,338

 

1,092,616

 

Cost of revenue, net of other direct costs

 

381,357

 

305,611

 

730,351

 

560,326

 

Gross profit

 

369,395

 

283,871

 

695,987

 

532,290

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of joint ventures

 

4,008

 

2,219

 

6,850

 

3,636

 

General and administrative expenses

 

314,444

 

248,146

 

599,346

 

467,974

 

Income from operations

 

58,959

 

37,944

 

103,491

 

67,952

 

 

 

 

 

 

 

 

 

 

 

Minority interest in share of earnings

 

4,798

 

3,648

 

6,077

 

5,234

 

Other expense

 

813

 

 

1,628

 

 

Gain on the sale of equity investment

 

 

 

 

11,286

 

Interest income (expense) and other, net

 

2,061

 

(2,228

)

4,309

 

(3,303

)

Income before income tax expense

 

55,409

 

32,068

 

100,095

 

70,701

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

19,580

 

10,870

 

34,773

 

23,983

 

Net income

 

$

35,829

 

$

21,198

 

$

65,322

 

$

46,718

 

 

 

 

 

 

 

 

 

 

 

Net income allocation:

 

 

 

 

 

 

 

 

 

Preferred stock dividend

 

$

39

 

$

87

 

$

95

 

$

116

 

Net income available for common stockholders

 

35,790

 

21,111

 

65,227

 

46,602

 

Net income

 

$

35,829

 

$

21,198

 

$

65,322

 

$

46,718

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.36

 

$

0.37

 

$

0.65

 

$

0.82

 

Diluted

 

$

0.35

 

$

0.27

 

$

0.63

 

$

0.60

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

100,571

 

56,331

 

100,108

 

56,965

 

Diluted

 

103,454

 

77,964

 

103,240

 

78,500

 

 

AECOM Technology Corporation

Balance Sheet and Cash Flow Information

(in thousands)

 

 

 

March
 31, 2008

 

September 
30, 2007

 

Balance Sheet Information:

 

 

 

 

 

Cash and cash equivalents

 

$

217,675

 

$

216,911

 

Working capital

 

546,554

 

597,655

 

Working capital, net of cash and cash equivalents

 

328,879

 

380,744

 

Total debt

 

51,548

 

47,950

 

Total stockholders’ equity

 

1,387,138

 

1,278,485

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

March 31, 2008

 

March 31, 2007

 

Cash Information

 

 

 

 

 

Net cash provided by operating activities

 

$

3,267

 

$

53,730

 

 



 

AECOM TECHNOLOGY CORPORATION

Reportable Segments

(in thousands)

 

 

 

Professional

 

Management

 

 

 

 

 

 

 

Technical

 

Support

 

 

 

 

 

 

 

Services

 

Services

 

Corporate

 

Total

 

Three Months Ended March 31, 2008:

 

 

 

 

 

 

 

 

 

Revenue

 

$

955,067

 

$

209,054

 

$

 

$

1,164,121

 

Other direct costs

 

244,436

 

168,933

 

 

413,369

 

Revenue, net of other direct costs

 

710,631

 

40,121

 

 

750,752

 

Cost of revenue, net of other direct costs

 

359,944

 

21,413

 

 

381,357

 

Gross profit

 

350,687

 

18,708

 

 

369,395

 

Gross profit as a % of revenue

 

36.7

%

8.9

%

 

31.7

%

Gross profit as a % of revenue, net of other direct costs

 

49.3

%

46.6

%

 

49.2

%

Equity in earnings of joint ventures

 

2,676

 

1,332

 

 

4,008

 

General and administrative expenses

 

292,809

 

6,052

 

15,583

 

314,444

 

Operating income

 

60,554

 

13,988

 

(15,583

)

58,959

 

Segment assets

 

2,246,431

 

198,919

 

256,583

 

2,701,933

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2007:

 

 

 

 

 

 

 

 

 

Revenue

 

$

843,218

 

$

240,491

 

$

 

$

1,083,709

 

Other direct costs

 

282,359

 

211,868

 

 

494,227

 

Revenue, net of other direct costs

 

560,859

 

28,623

 

 

589,482

 

Cost of revenue, net of other direct costs

 

289,830

 

15,781

 

 

305,611

 

Gross profit

 

271,029

 

12,842

 

 

283,871

 

Gross profit as a % of revenue

 

32.1

%

5.3

%

 

26.2

%

Gross profit as a % of revenue, net of other direct costs

 

48.3

%

44.9

%

 

48.2

%

Equity in earnings of joint ventures

 

681

 

1,538

 

 

2,219

 

General and administrative expenses

 

232,264

 

6,035

 

9,847

 

248,146

 

Operating income

 

39,446

 

8,345

 

(9,847

)

37,944

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended March 31, 2008:

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,848,508

 

$

395,863

 

$

 

$

2,244,371

 

Other direct costs

 

489,352

 

328,681

 

 

818,033

 

Revenue, net of other direct costs

 

1,359,156

 

67,182

 

 

1,426,338

 

Cost of revenue, net of other direct costs

 

689,181

 

41,170

 

 

730,351

 

Gross profit

 

669,975

 

26,012

 

 

695,987

 

Gross profit as a % of revenue

 

36.2

%

6.6

%

 

31.0

%

Gross profit as a % of revenue, net of other direct costs

 

49.3

%

38.7

%

 

48.8

%

Equity in earnings of joint ventures

 

3,708

 

3,142

 

 

6,850

 

General and administrative expenses

 

561,907

 

11,742

 

25,697

 

599,346

 

Operating income

 

111,776

 

17,412

 

(25,697

)

103,491

 

Segment assets

 

2,246,431

 

198,919

 

256,583

 

2,701,933

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended March 31, 2007:

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,597,087

 

$

425,171

 

$

 

$

2,022,258

 

Other direct costs

 

553,181

 

376,461

 

 

 

929,642

 

Revenue, net of other direct costs

 

1,043,906

 

48,710

 

 

1,092,616

 

Cost of revenue, net of other direct costs

 

532,575

 

27,751

 

 

560,326

 

Gross profit

 

511,331

 

20,959

 

 

532,290

 

Gross profit as a % of revenue

 

32.0

%

4.9

%

 

26.3

%

Gross profit as a % of revenue, net of other direct costs

 

49.0

%

43.0

%

 

48.7

%

Equity in earnings of joint ventures

 

(104

)

3,740

 

 

3,636

 

General and administrative expenses

 

435,943

 

11,806

 

20,225

 

467,974

 

Operating income

 

75,284

 

12,893

 

(20,225

)

67,952