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):  August 7, 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 August 7, 2008, AECOM Technology Corporation issued a press release announcing the financial results for its fiscal third quarter ended June 30, 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 August 7, 2008, announcing AECOM’s financial results for the third quarter ended June 30, 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: August 7, 2008

By:

/s/ DAVID Y. GAN

 

 

David Y. Gan

 

 

Vice President, Assistant General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit

 

99.1                           Press Release, dated August 7, 2008, announcing AECOM’s financial results for the third quarter ended June 30, 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 08-0802

 

AECOM reports strong net income, operating income, revenue for third quarter of fiscal year 2008

 

·                  Third-quarter diluted earnings per share of 37 cents, up 42% from the same period last year.

 

·                  Net income for third quarter increased 59% year over year to $38.5 million.

 

·                  Operating income for third quarter increased 40% year over year to $64.2 million.

 

·                  Revenue for third quarter increased 20% year over year to $1.3 billion.

 

·                  Revenue, net of other direct costs, for the third quarter, increased 33% year over year to $853.3 million.

 

·                  Backlog at June 30, 2008, increased 15% year over year to $7.1 billion.

 

·                  Diluted earnings-per-share outlook raised to $1.34 to $1.37 for full fiscal year 2008.

 

LOS ANGELES (Aug. 7, 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 third quarter of fiscal year 2008, which ended June 30, 2008.

 

AECOM reported net income of $38.5 million for the third quarter, or diluted earnings per share (EPS) of 37 cents.  These results represent an increase of 59% over net income of $24.2 million for the same period last year.  Operating income for the third quarter increased 40% year over year to $64.2 million.  For the first nine months of fiscal year 2008, AECOM reported net income of $103.8 million and operating income of $167.7 million, an increase of 46% and 48%, respectively.

 

Third-quarter revenue increased to $1.3 billion, 20% higher than the third 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 June 30, 2008, increased 33% compared to the same period last year, to $853.3 million.  For the first nine months of fiscal year 2008, AECOM reported revenue of $3.6 billion and revenue, net of other direct costs, of $2.3 billion, an increase of 14% and 31%, respectively.

 

more—

 



 

“Our third-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. business performed even better.  Our non-U.S. revenue now represents 56% of our gross revenue.”

 

“We continue to see solid demand for our services globally throughout the infrastructure market,” said Dionisio.  “Projects such as our work in support of Qatar’s New Doha Port Project, the largest maritime project in the world; the Eisenhower Executive Office Building, within the White House complex in Washington, D.C.; the Hong Kong International Airport master plan; and the U.S. Navy Guam expansion project 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 third quarter of fiscal year 2008, the PTS segment reported revenue of $1.1 billion and operating income of $70.5 million, compared to revenue of $904.3 million and operating income of $48.8 million for the same period during fiscal year 2007.  This represents a 21% increase in revenue and a 44% increase in operating income year over year.  PTS revenue, net of other direct costs, increased 32% for the three months ended June 30, 2008, to $809.7 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 third quarter of fiscal year 2008, the MSS segment reported revenue of $224.2 million and operating income of $10.6 million, compared to revenue of $196.3 million and operating income of $9.3 million for the same period during fiscal year 2007.  This represents a 14% increase in revenue and a 15% 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 June 30, 2008, to $43.6 million.

 

Outlook

 

AECOM announced backlog totaling $7.1 billion at June 30, 2008, a 15% increase year over year.

 

“AECOM continued to deliver strong results across all of our end markets and geographies during the third quarter,” said Michael S. Burke, AECOM executive vice president, chief corporate officer and chief financial officer.  “Moreover, the $900-million increase in our year-over-year backlog indicates continued strength and solid momentum in our end markets.”

 

2



 

Dionisio cited the nine acquisitions that AECOM has closed 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 three quarters of the fiscal year, as well as its strong backlog, AECOM has raised its EPS outlook for fiscal year 2008 to $1.34 to $1.37.  This range takes into account an expected $0.01 per share dilution related to the recent Earth Tech acquisition.

 

Previously, AECOM expected that EPS would be $1.30 to $1.34, which did not include the $0.01 dilution associated with the Earth Tech acquisition.

 

AECOM is hosting a conference call today at 10 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 41,000 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 100 countries and had revenue of $4.7 billion during the 12-month period ended June 30, 2008.  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 Statement of Income

(in thousands, except per share data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

June 30, 2008

 

June 30, 2007

 

June 30, 2008

 

June 30, 2007

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,321,203

 

$

1,100,656

 

$

3,565,574

 

$

3,122,914

 

Other direct costs

 

467,919

 

456,965

 

1,285,952

 

1,386,607

 

 

 

 

 

 

 

 

 

 

 

Revenue, net of other direct costs

 

853,284

 

643,691

 

2,279,622

 

1,736,307

 

Cost of revenue, net of other direct costs

 

437,263

 

331,600

 

1,167,614

 

891,926

 

Gross profit

 

416,021

 

312,091

 

1,112,008

 

844,381

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of joint ventures

 

5,313

 

3,992

 

12,163

 

7,628

 

General and administrative expenses

 

357,152

 

270,401

 

956,498

 

738,375

 

Income from operations

 

64,182

 

45,682

 

167,673

 

113,634

 

 

 

 

 

 

 

 

 

 

 

Minority interest in share of earnings

 

4,862

 

3,824

 

10,939

 

9,058

 

Gain on sale of equity investment

 

 

 

 

11,286

 

Non-Operating Income

 

756

 

 

(872

)

 

Interest income (expense) - net

 

(198

)

(6,312

)

4,111

 

(9,615

)

Income before income tax expense

 

59,878

 

35,546

 

159,973

 

106,247

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

21,424

 

11,360

 

56,197

 

35,343

 

Net income

 

$

38,454

 

$

24,186

 

$

103,776

 

$

70,904

 

 

 

 

 

 

 

 

 

 

 

Net income allocation:

 

 

 

 

 

 

 

 

 

Preferred stock dividend

 

$

36

 

$

68

 

$

131

 

$

184

 

Net income available for common stockholders

 

38,418

 

24,118

 

103,645

 

70,720

 

Net income

 

$

38,454

 

$

24,186

 

$

103,776

 

$

70,904

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.38

 

$

0.30

 

$

1.03

 

$

1.09

 

Diluted

 

$

0.37

 

$

0.26

 

$

1.00

 

$

0.85

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

102,020

 

80,915

 

100,745

 

64,948

 

Diluted

 

104,563

 

92,037

 

103,681

 

83,013

 

 

AECOM Technology Corporation

Balance Sheet and Cash Flow Information

(in thousands)

 

 

 

June

 

September

 

 

 

 

 

 

 

FY 2008

 

FY 2007

 

 

 

 

 

Balance Sheet Information:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

173,108

 

$

216,911

 

 

 

 

 

Working capital

 

461,740

 

597,655

 

 

 

 

 

Working capital, net of cash and cash equivalents

 

288,632

 

380,744

 

 

 

 

 

Total debt

 

88,840

 

47,950

 

 

 

 

 

Total stockholders’ equity

 

1,448,751

 

1,278,485

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

June 30, 2008

 

June 30, 2007

 

 

 

 

 

Cash Flow Information:

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

92,010

 

$

20,339

 

 

 

 

 

 



 

AECOM TECHNOLOGY CORPORATION

Reportable Segments

($ in thousands)

 

 

 

Professional

 

Management

 

 

 

 

 

 

 

Technical

 

Support

 

 

 

 

 

 

 

Services

 

Services

 

Corporate

 

Total

 

Three Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,096,986

 

$

224,217

 

$

 

$

1,321,203

 

Other direct costs

 

287,271

 

180,648

 

 

467,919

 

Revenue, net of other direct costs

 

809,715

 

43,569

 

 

853,284

 

Cost of revenue, net of other direct costs

 

411,416

 

25,847

 

 

437,263

 

Gross profit

 

398,299

 

17,722

 

 

416,021

 

Gross profit as a % of revenue

 

36.3

%

7.9

%

 

31.5

%

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

 

49.2

%

40.7

%

 

48.8

%

Equity in earnings of joint ventures

 

2,922

 

2,391

 

 

5,313

 

General and administrative expenses

 

330,714

 

9,466

 

16,972

 

357,152

 

Segment income from operations

 

70,507

 

10,647

 

(16,972

)

64,182

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

2,561,708

 

210,721

 

148,562

 

2,920,991

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2007

 

 

 

 

 

 

 

 

 

Revenue

 

$

904,349

 

$

196,307

 

$

 

$

1,100,656

 

Other direct costs

 

291,799

 

165,166

 

 

456,965

 

Revenue, net of other direct costs

 

612,550

 

31,141

 

 

643,691

 

Cost of revenue, net of other direct costs

 

312,196

 

19,404

 

 

331,600

 

Gross profit

 

300,354

 

11,737

 

 

312,091

 

Gross profit as a % of revenue

 

33.2

%

6.0

%

 

28.4

%

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

 

49.0

%

37.7

%

 

48.5

%

Equity in earnings of joint ventures

 

1,064

 

2,928

 

 

3,992

 

General and administrative expenses

 

252,598

 

5,394

 

12,409

 

270,401

 

Segment income from operations

 

48,820

 

9,271

 

(12,409

)

45,682

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended June 30, 2008

 

 

 

 

 

 

 

 

 

Revenue

 

$

2,945,494

 

$

620,080

 

$

 

$

3,565,574

 

Other direct costs

 

776,623

 

509,329

 

 

1,285,952

 

Revenue, net of other direct costs

 

2,168,871

 

110,751

 

 

2,279,622

 

Cost of revenue, net of other direct costs

 

1,100,597

 

67,017

 

 

1,167,614

 

Gross profit

 

1,068,274

 

43,734

 

 

1,112,008

 

Gross profit as a % of revenue

 

36.3

%

7.1

%

 

31.2

%

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

 

49.3

%

39.5

%

 

48.8

%

Equity in earnings of joint ventures

 

6,630

 

5,533

 

 

12,163

 

General and administrative expenses

 

892,621

 

21,208

 

42,669

 

956,498

 

Segment income from operations

 

182,283

 

28,059

 

(42,669

)

167,673

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

2,561,708

 

210,721

 

148,562

 

2,920,991

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended June 30, 2007

 

 

 

 

 

 

 

 

 

Revenue

 

$

2,501,436

 

$

621,478

 

$

 

$

3,122,914

 

Other direct costs

 

844,980

 

541,627

 

 

1,386,607

 

Revenue, net of other direct costs

 

1,656,456

 

79,851

 

 

1,736,307

 

Cost of revenue, net of other direct costs

 

844,771

 

47,155

 

 

891,926

 

Gross profit

 

811,685

 

32,696

 

 

844,381

 

Gross profit as a % of revenue

 

32.4

%

5.3

%

 

27.0

%

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

 

49.0

%

40.9

%

 

48.6

%

Equity in earnings of joint ventures

 

960

 

6,668

 

 

7,628

 

General and administrative expenses

 

688,541

 

17,200

 

32,634

 

738,375

 

Segment income from operations

 

124,104

 

22,164

 

(32,634

)

113,634