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):  November 12, 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 November 12, 2008, AECOM Technology Corporation issued a press release announcing the financial results for its fiscal fourth quarter and fiscal year ended September 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 November 12, 2008, announcing AECOM’s financial results for the fiscal fourth quarter and fiscal year ended September 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:  November 12, 2008

By:

/s/ DAVID Y. GAN

 

 

David Y. Gan

 

 

Vice President, Assistant General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

 

 

 

99.1

 

Press Release, dated November 12, 2008, announcing AECOM’s financial results for the fiscal fourth quarter and fiscal year ended September 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 08-1102

 

AECOM reports net income, revenue, backlog for fourth quarter, full fiscal year 2008

 

·                  Fourth-quarter diluted earnings per share increased 41% year over year to 41 cents, including 1 cent per share from discontinued operations.

 

·                  Diluted earnings per share for the year ended September 30 increased 23% year over year to $1.41, including 1 cent per share from discontinued operations.

 

·                  Net income for fourth quarter increased 48% year over year to $43.5 million.

 

·                  Net income for year ended September 30 increased 47% year over year to $147.2 million.

 

·                  Revenue for fourth quarter increased 46% year over year to $1.6 billion.

 

·                  Revenue for year ended September 30 increased 23% year over year to $5.2 billion.

 

·                  Cash flow from operations increased by 15% to $158.1 million for year ended September 30.

 

·                  Total backlog at September 30 increased 43% year over year to $8.6 billion.

 

·                  Diluted earnings-per-share range outlook of $1.60 to $1.70 provided for full fiscal year 2009.

 

LOS ANGELES (November 12, 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 fourth quarter and full fiscal year ended September 30, 2008.

 

AECOM reported net income of $43.5 million for the fourth quarter and diluted earnings per share (EPS) from continuing operations of 40 cents for the fourth quarter.  This represents an increase of 48% over net income of $29.4 million for the same period last year and an increase of 38% over diluted earnings per share of 29 cents for the same period last year.

 

The above diluted EPS from continuing operations excludes 1 cent of earnings per share from discontinued operations for the fourth quarter 2008. Those operations were associated with the non-strategic assets acquired as part of the July 2008 Earth Tech transaction that AECOM has either divested or intends to divest.

 

more—

 



 

Fourth-quarter revenue increased to $1.6 billion, 46% higher than the fourth quarter of fiscal year 2007.  AECOM’s gross revenue includes a significant amount of pass-through costs and, therefore, the company believes that revenue, net of other direct costs, which is a non-GAAP measure, also provides a valuable perspective on its business results.  Fourth-quarter revenue, net of other direct costs, increased to $1.0 billion, 51% higher than the same period last year.

 

For the full fiscal year 2008, AECOM reported net income of $147.2 million and diluted EPS from continuing operations of $1.40.  This represents an increase of 47% over net income of $100.3 million for the same period last year and an increase of 22% over diluted EPS of $1.15 for the same period last year.

 

Revenue for fiscal year 2008 was $5.2 billion – 23% higher than fiscal year 2007.   For fiscal year 2008, the company’s revenue, net of other direct costs, increased 37% to $3.3 billion.

 

“Our results were marked by solid, sustained growth across our practice areas and throughout virtually all our global operations,” said John M. Dionisio, AECOM president and chief executive officer.  “We finished the fiscal year with a number of key wins that reflect the continued demand in the global infrastructure market.  Looking forward, we intend to continue to leverage AECOM’s market and geographic diversification to drive organic growth balanced by acquisitive growth that is a hallmark of our business model.”

 

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 fourth quarter of fiscal year 2008, the PTS segment reported revenue of $1.4 billion and operating income of $90.7 million.  This represents an increase of 51% over revenue of $917.2 million for the same period last year and an increase of 71% over operating income of $52.9 million for the same period last year.  For the full year, the PTS segment reported revenue of $4.3 billion and operating income of $275.2 million.  This represents an increase of 27% over revenue of $3.4 billion for the same period last year and an increase of 52% over operating income of $181.2 million for the same period last year.

 

PTS revenue, net of other direct costs, increased 51% for the fourth quarter of fiscal year 2008, to $964.1 million.  For the full fiscal year 2008, PTS revenue, net of other direct costs, increased 36% to $3.1 billion.

 

2



 

Management Support Services

 

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

 

For the fourth quarter of fiscal year 2008, the MSS segment reported revenue of $246.7 million and operating income of $6.1 million.  This represents an increase of 25% over revenue of $197.1 million for the same period last year and a decrease of 5% from operating income of $6.5 million for the same period last year.  MSS operating income results for the quarter were negatively impacted by reserves that were established for a pending government contract modification.  For the full year, the MSS segment reported revenue of $866.8 million and operating income of $34.2 million. This represents an increase of 6% over revenue of $818.6 million for the same period last year and an increase of 20% over operating income of $28.6 million for the same period last year.

 

MSS revenue, net of other direct costs, increased 52% for the fourth quarter of fiscal year 2008, to $45.0 million.  For the full fiscal year 2008, MSS revenue, net of other direct costs, increased 42% to $155.8 million.

 

Balance Sheet

 

As of September 30, 2008, AECOM had $190.0 million of cash, $81.4 million in auction rate securities classified as marketable securities, $391.0 million of debt and $650.0 million in committed bank facilities with over $300 million in unused capacity. In November 2008, AECOM sold its $81.4 million of auction rate securities at par value.

 

Outlook

 

AECOM announced total backlog of $8.6 billion at September 30, 2008, a 43% increase year over year and a 21% increase over the backlog balance at June 30, 2008.

 

“We continue to generate strong cash flow from operations and we are in a solid cash position,” said Michael S. Burke, AECOM executive vice president, chief corporate officer and chief financial officer.  “We have in excess of $300 million of available borrowing capacity under our credit facilities and are well positioned to opportunistically invest in organic initiatives as well as strategic acquisitions.”

 

Based on the continued strong outlook for the business, AECOM expects diluted earnings per share results for fiscal year 2009 to be in the range of $1.60 to $1.70.

 

AECOM is hosting a conference call today at 11 a.m. EST, 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 43,000 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 $5.2 billion during its fiscal year 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

 

3



 

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.

 

4



 

AECOM Technology Corporation

Condensed Consolidated Statement of Income

(in thousands, except per share data)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

September 30, 
2008

 

September 30, 
2007

 

September 30, 
2008

 

September 30, 
2007

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,628,908

 

$

1,114,356

 

$

5,194,482

 

$

4,237,270

 

Other direct costs

 

619,821

 

445,394

 

1,905,773

 

1,832,001

 

 

 

 

 

 

 

 

 

 

 

Revenue, net of other direct costs

 

1,009,087

 

668,962

 

3,288,709

 

2,405,269

 

Cost of revenue, net of other direct costs

 

922,310

 

613,762

 

3,001,513

 

2,207,316

 

Gross profit

 

86,777

 

55,200

 

287,196

 

197,953

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of joint ventures

 

10,029

 

4,200

 

22,192

 

11,828

 

General and administrative expenses

 

25,672

 

17,095

 

70,581

 

53,842

 

Income from operations

 

71,134

 

42,305

 

238,807

 

155,939

 

 

 

 

 

 

 

 

 

 

 

Minority interest in share of earnings

 

2,651

 

7,346

 

13,590

 

16,404

 

Gain on sale of equity investment

 

 

 

 

11,286

 

Non-Operating income

 

(2,566

)

 

(3,438

)

 

Interest income (expense) - net

 

(3,375

)

6,294

 

736

 

(3,321

)

Income before income tax expense

 

62,542

 

41,253

 

222,515

 

147,500

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

20,124

 

11,860

 

76,321

 

47,203

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

42,418

 

29,393

 

146,194

 

100,297

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations, net of tax

 

1,032

 

 

1,032

 

 

Net income

 

$

43,450

 

$

29,393

 

$

147,226

 

$

100,297

 

 

 

 

 

 

 

 

 

 

 

Net income allocation:

 

 

 

 

 

 

 

 

 

Preferred stock dividend

 

$

37

 

$

65

 

$

168

 

$

249

 

Net income available for common stockholders

 

43,413

 

29,328

 

147,058

 

100,048

 

Net income

 

$

43,450

 

$

29,393

 

$

147,226

 

$

100,297

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.41

 

$

0.30

 

$

1.44

 

$

1.37

 

Discontinued operations

 

0.01

 

 

0.01

 

 

 

 

$

0.42

 

$

0.30

 

$

1.45

 

$

1.37

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.40

 

$

0.29

 

$

1.40

 

$

1.15

 

Discontinued operations

 

0.01

 

 

0.01

 

 

 

 

$

0.41

 

$

0.29

 

$

1.41

 

$

1.15

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

103,583

 

98,362

 

101,456

 

73,091

 

Diluted

 

105,817

 

101,952

 

104,215

 

87,537

 

 

5



 

AECOM Technology Corporation

Balance Sheet and Cash Flow Information

(in thousands)

 

 

 

September 30,
2008

 

September 30,
2007

 

Balance Sheet Information:

 

 

 

 

 

Cash and cash equivalents

 

$

190,022

 

$

216,911

 

Working capital

 

632,092

 

597,655

 

Working capital, net of cash and cash equivalents

 

442,070

 

380,744

 

Total debt

 

391,009

 

47,950

 

Total stockholders’ equity

 

1,422,993

 

1,278,485

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended

 

 

 

September 30,
2008

 

September 30,
2007

 

Cash Flow Information:

 

 

 

 

 

Net cash provided by continuing operations

 

$

158,100

 

$

137,463

 

 

6



 

AECOM TECHNOLOGY CORPORATION

Reportable Segments

(in thousands)

 

 

 

Professional
Technical
Services

 

Management
Support
Services

 

Corporate

 

Total

 

Three Months Ended September 2008

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,382,177

 

$

246,731

 

$

 

$

1,628,908

 

Other direct costs

 

418,116

 

201,705

 

 

619,821

 

Revenue, net of other direct costs

 

964,061

 

45,026

 

 

1,009,087

 

Cost of revenue, net of other direct costs

 

880,042

 

42,268

 

 

922,310

 

Gross profit

 

84,019

 

2,758

 

 

86,777

 

Gross profit as a % of revenue

 

6.1

%

1.1

%

 

5.3

%

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

 

8.7

%

6.1

%

 

8.6

%

Equity in earnings of joint ventures

 

6,650

 

3,379

 

 

10,029

 

General and administrative expenses

 

 

 

25,672

 

25,672

 

Segment income from operations

 

90,669

 

6,137

 

(25,672

)

71,134

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 2007

 

 

 

 

 

 

 

 

 

Revenue

 

$

917,247

 

$

197,109

 

$

 

$

1,114,356

 

Other direct costs

 

277,987

 

167,407

 

 

445,394

 

Revenue, net of other direct costs

 

639,260

 

29,702

 

 

668,962

 

Cost of revenue, net of other direct costs

 

588,072

 

25,690

 

 

613,762

 

Gross profit

 

51,188

 

4,012

 

 

55,200

 

Gross profit as a % of revenue

 

5.6

%

2.0

%

 

5.0

%

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

 

8.0

%

13.5

%

 

8.3

%

Equity in earnings of joint ventures

 

1,750

 

2,450

 

 

4,200

 

General and administrative expenses

 

 

 

17,095

 

17,095

 

Segment income from operations

 

52,938

 

6,462

 

(17,095

)

42,305

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended September 2008

 

 

 

 

 

 

 

 

 

Revenue

 

$

4,327,671

 

$

866,811

 

$

 

$

5,194,482

 

Other direct costs

 

1,194,739

 

711,034

 

 

1,905,773

 

Revenue, net of other direct costs

 

3,132,932

 

155,777

 

 

3,288,709

 

Cost of revenue, net of other direct costs

 

2,871,020

 

130,493

 

 

3,001,513

 

Gross profit

 

261,912

 

25,284

 

 

287,196

 

Gross profit as a % of revenue

 

6.1

%

2.9

%

 

5.5

%

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

 

8.4

%

16.2

%

 

8.7

%

Equity in earnings of joint ventures

 

13,280

 

8,912

 

 

22,192

 

General and administrative expenses

 

 

 

70,581

 

70,581

 

Segment income from operations

 

275,192

 

34,196

 

(70,581

)

238,807

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

3,284,989

 

216,537

 

90,164

 

3,591,690

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended September 2007

 

 

 

 

 

 

 

 

 

Revenue

 

$

3,418,683

 

$

818,587

 

$

 

$

4,237,270

 

Other direct costs

 

1,122,967

 

709,034

 

 

1,832,001

 

Revenue, net of other direct costs

 

2,295,716

 

109,553

 

 

2,405,269

 

Cost of revenue, net of other direct costs

 

2,117,271

 

90,045

 

 

2,207,316

 

Gross profit

 

178,445

 

19,508

 

 

197,953

 

Gross profit as a % of revenue

 

5.2

%

2.4

%

 

4.7

%

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

 

7.8

%

17.8

%

 

8.2

%

Equity in earnings of joint ventures

 

2,710

 

9,118

 

 

11,828

 

General and administrative expenses

 

 

 

53,842

 

53,842

 

Segment income from operations

 

181,155

 

28,626

 

(53,842

)

155,939

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

1,909,098

 

170,043

 

412,680

 

2,491,821

 

 

7