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, 2009

 

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, 2009, AECOM Technology Corporation issued a press release announcing the financial results for its fiscal fourth quarter and fiscal year ended September 30, 2009. 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, 2009, announcing AECOM’s financial results for the fiscal fourth quarter and fiscal year ended September 30, 2009.

 

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, 2009

By:

/s/ DAVID Y. GAN

 

 

David Y. Gan

 

 

Vice President, Assistant General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

 

 

 

99.1

 

Press Release, dated November 12, 2009, announcing AECOM’s financial results for the fiscal fourth quarter and fiscal year ended September 30, 2009.

 

4


Exhibit 99.1

 

For Immediate Release

 

NR 09-1103

 

 

Press Release

Contact: Paul Gennaro

 

SVP & Chief Communications Officer

 

212.973.3167

 

Paul.Gennaro@aecom.com

 

AECOM reports fourth quarter, full fiscal year 2009 results

 

FY10 EPS outlook-range midpoint reflects 15% growth, backlog grows 10% to $9.5 billion

 

·                  Fourth-quarter diluted earnings per share from continuing operations increased 20% year over year to 48 cents.

 

·                  Diluted earnings per share for year ended September 30 increased 23% year over year to $1.73, including 3 cents per share from discontinued operations.

 

·                  Net income from continuing operations for fourth quarter increased 27% year over year to $54 million.

 

·                  Net income from continuing operations for year ended September 30 increased 27% year over year to $187 million.

 

·                  Revenue for fourth quarter decreased 0.2% year over year to $1.6 billion.

 

·                  Revenue for year ended September 30 increased 18% year over year to $6.1 billion.

 

·                  Cash flow from operations increased by 38% to $217 million for year ended September 30.

 

·                  Total backlog at September 30 increased 10% year over year to $9.5 billion.

 

·                  Diluted earnings-per-share range outlook of $1.90 to $2.00 provided for full fiscal year 2010.

 

LOS ANGELES (November 12, 2009) — 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, 2009.

 

AECOM reported net income from continuing operations of $54 million for the fourth quarter and diluted earnings per share (EPS) from continuing operations of 48 cents for the fourth quarter.  This represents an increase of 27% over net income of $43 million for the same period last year and an increase of 20% over diluted earnings per share of 40 cents for the same period last year.

 

Fourth-quarter revenue was $1.6 billion, 0.2% lower than the fourth quarter of fiscal year 2008.  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, was $989 million, 2% lower than the same period last year.

 

For the full fiscal year 2009, AECOM reported net income from continuing operations of $187 million and diluted EPS from continuing operations of $1.70.  This represents an increase of 27% over net income of $147 million for the same period last year and an increase of 21% over diluted EPS of $1.41 for the same period last year.

 

The above diluted EPS from continuing operations exclude earnings per share from discontinued operations.  The discontinued 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—

 



 

Revenue for fiscal year 2009 was $6.1 billion — 18% higher than fiscal year 2008.  For fiscal year 2009, the company’s revenue, net of other direct costs, increased 16% to $3.8 billion.

 

“Our strong performance, in spite of economic pressures, reflects the success of our diversified business model as well as our ability to leverage AECOM’s global network of expertise to expand client relationships,” said John M. Dionisio, AECOM president and chief executive officer.

 

“During the quarter, we won over $1.8 billion in new projects, highlighted by several mega projects,” Dionisio said.  “These wins, coupled with three recently announced acquisitions, make AECOM well positioned for continued 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 fourth quarter of fiscal year 2009, the PTS segment reported revenue of $1.3 billion and operating income of $91 million.  This represents a decrease of 3.6% from revenue of $1.4 billion for the same period last year and an increase of 1% over operating income of $90 million for the same period last year.  For the full year, the PTS segment reported revenue of $5.1 billion and operating income of $325 million.  This represents an increase of 17% over revenue of $4.3 billion for the same period last year and an increase of 18% over operating income of $275 million for the same period last year.

 

PTS revenue, net of other direct costs, decreased 5% for the fourth quarter of fiscal year 2009, to $921 million.  For the full fiscal year 2009, PTS revenue, net of other direct costs, increased 14% to $3.6 billion.

 

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 2009, the MSS segment reported revenue of $292 million and operating income of $10 million.  This represents an increase of 18% over revenue of $247 million for the same period last year and an increase of 64% from operating income of $6 million for the same period last year.  For the full year, the MSS segment reported revenue of $1.1 billion and operating income of $48 million.  This represents an increase of 22% over revenue of $867 million for the same period last year and an increase of 41% over operating income of $34 million for the same period last year.

 

MSS revenue, net of other direct costs, increased 51% for the fourth quarter of fiscal year 2009, to $68 million.  For the full fiscal year 2009, MSS revenue, net of other direct costs, increased 61% to $251 million.

 

Balance Sheet

 

As of September 30, 2009, AECOM had $287 million of total cash and cash equivalents, $169 million of debt and $600 million in committed bank facilities with over $470 million in unused capacity.  Cash flow from operations increased by 38% to $217 million for the year ended September 30, 2009.

 

2



 

Outlook

 

AECOM announced total backlog of $9.5 billion at September 30, 2009, a 10% increase year over year and a 3% increase over the backlog balance at June 30, 2009.

 

“Our record backlog of $9.5 billion speaks to our ability to grow our book of business in a challenging market,” said Michael S. Burke, AECOM executive vice president and chief financial officer.  “Additionally, our strong execution against our margin improvement initiatives, and our strong balance sheet, position AECOM well for fiscal year 2010.”

 

Based on the continued strong outlook for the business, AECOM expects diluted earnings per share results for fiscal year 2010 to be in the range of $1.90 to $2.00.  The midpoint of this range reflects 15% growth in earnings per share.

 

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 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, energy, water and government.  With approximately 45,000 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.  A Fortune 500 company, AECOM serves clients in more than 100 countries and had revenue of $6.1 billion during its fiscal year 2009.  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

 

Twelve Months Ended

 

 

 

September 30, 2009

 

September 30, 2008

 

September 30, 2009

 

September 30, 2008

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,625,490

 

$

1,629,108

 

$

6,117,465

 

$

5,194,682

 

Other direct costs

 

636,207

 

619,222

 

2,300,496

 

1,905,174

 

Revenue, net of other direct costs

 

989,283

 

1,009,886

 

3,816,969

 

3,289,508

 

Cost of revenue, net of other direct costs

 

894,137

 

923,407

 

3,465,766

 

3,002,610

 

Gross profit

 

95,146

 

86,479

 

351,203

 

286,898

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of joint ventures

 

5,764

 

10,028

 

22,557

 

22,191

 

General and administrative expenses

 

25,646

 

25,673

 

86,894

 

70,582

 

Income from operations

 

75,264

 

70,834

 

286,866

 

238,507

 

 

 

 

 

 

 

 

 

 

 

Minority interest in share of earnings

 

3,364

 

2,451

 

14,182

 

13,390

 

Other income (expense)

 

4,671

 

(2,566

)

1,713

 

(3,438

)

Interest income (expense), net

 

(2,557

)

(2,775

)

(10,691

)

1,336

 

Income from continuing operations before income tax expense

 

74,014

 

63,042

 

263,706

 

223,015

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

19,924

 

20,296

 

77,002

 

76,493

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

54,090

 

42,746

 

186,704

 

146,522

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations, net of tax

 

182

 

704

 

2,992

 

704

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

54,272

 

$

43,450

 

$

189,696

 

$

147,226

 

 

 

 

 

 

 

 

 

 

 

Net income allocation:

 

 

 

 

 

 

 

 

 

Preferred stock dividend

 

$

34

 

$

37

 

$

139

 

$

168

 

Net income available for common stockholders

 

54,238

 

43,413

 

189,557

 

147,058

 

Net income

 

$

54,272

 

$

43,450

 

$

189,696

 

$

147,226

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.49

 

$

0.41

 

$

1.73

 

$

1.44

 

Discontinued operations

 

 

0.01

 

0.03

 

0.01

 

 

 

$

0.49

 

$

0.42

 

$

1.76

 

$

1.45

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.48

 

$

0.40

 

$

1.70

 

$

1.41

 

Discontinued operations

 

 

0.01

 

0.03

 

 

 

 

$

0.48

 

$

0.41

 

$

1.73

 

$

1.41

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

111,145

 

103,583

 

108,003

 

101,456

 

Diluted

 

112,542

 

105,817

 

109,706

 

104,215

 

 

4



 

AECOM Technology Corporation

Balance Sheet and Cash Flow Information

(in thousands)

 

 

 

September 30, 2009

 

September 30, 2008

 

Balance Sheet Information:

 

 

 

 

 

Cash and cash equivalents

 

$

287,477

 

$

197,122

 

Working capital

 

678,702

 

663,871

 

Working capital, net of cash and cash equivalents

 

391,225

 

466,749

 

Total debt

 

168,809

 

398,009

 

Total assets

 

3,763,348

 

3,596,190

 

Total stockholders’ equity

 

1,729,718

 

1,422,993

 

 

 

 

 

 

 

 

 

Twelve Months Ended

 

 

 

September 30, 2009

 

September 30, 2008

 

Cash Flow Information:

 

 

 

 

 

Net cash provided by operating activities

 

$

217,432

 

$

157,827

 

 

5



 

AECOM TECHNOLOGY CORPORATION

Reportable Segments

(in thousands)

 

 

 

Professional
Technical
Services

 

Management
Support
Services

 

Corporate

 

Total

 

Three Months Ended September 30, 2009

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,333,168

 

$

292,322

 

$

 

$

1,625,490

 

Other direct costs

 

411,747

 

224,460

 

 

636,207

 

Revenue, net of other direct costs

 

921,421

 

67,862

 

 

989,283

 

Cost of revenue, net of other direct costs

 

833,273

 

60,864

 

 

894,137

 

Gross profit

 

88,148

 

6,998

 

 

95,146

 

Gross profit as a % of revenue

 

6.6

%

2.4

%

 

5.9

%

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

 

9.6

%

10.3

%

 

9.6

%

Equity in earnings of joint ventures

 

2,682

 

3,082

 

 

5,764

 

General and administrative expenses

 

 

 

25,646

 

25,646

 

Operating income

 

90,830

 

10,080

 

(25,646

)

75,264

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2008

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,382,377

 

$

246,731

 

$

 

$

1,629,108

 

Other direct costs

 

417,517

 

201,705

 

 

619,222

 

Revenue, net of other direct costs

 

964,860

 

45,026

 

 

1,009,886

 

Cost of revenue, net of other direct costs

 

881,139

 

42,268

 

 

923,407

 

Gross profit

 

83,721

 

2,758

 

 

86,479

 

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

 

6,649

 

3,379

 

 

10,028

 

General and administrative expenses

 

 

 

25,673

 

25,673

 

Operating income

 

90,370

 

6,137

 

(25,673

)

70,834

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended September 30, 2009

 

 

 

 

 

 

 

 

 

Revenue

 

$

5,057,688

 

$

1,059,777

 

$

 

$

6,117,465

 

Other direct costs

 

1,492,207

 

808,289

 

 

2,300,496

 

Revenue, net of other direct costs

 

3,565,481

 

251,488

 

 

3,816,969

 

Cost of revenue, net of other direct costs

 

3,252,533

 

213,233

 

 

3,465,766

 

Gross profit

 

312,948

 

38,255

 

 

351,203

 

Gross profit as a % of revenue

 

6.2

%

3.6

%

 

5.7

%

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

 

8.8

%

15.2

%

 

9.2

%

Equity in earnings of joint ventures

 

12,465

 

10,092

 

 

22,557

 

General and administrative expenses

 

 

 

86,894

 

86,894

 

Operating income

 

325,413

 

48,347

 

(86,894

)

286,866

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

3,533,153

 

262,328

 

(32,133

)

3,763,348

 

 

 

 

 

 

 

 

 

 

 

Contracted backlog

 

4,896,699

 

458,920

 

 

5,355,619

 

 

 

 

 

 

 

 

 

 

 

Awarded backlog

 

3,748,001

 

380,789

 

 

4,128,790

 

 

 

 

 

 

 

 

 

 

 

Twelve Months Ended September 30, 2008

 

 

 

 

 

 

 

 

 

Revenue

 

$

4,327,871

 

$

866,811

 

$

 

$

5,194,682

 

Other direct costs

 

1,194,140

 

711,034

 

 

1,905,174

 

Revenue, net of other direct costs

 

3,133,731

 

155,777

 

 

3,289,508

 

Cost of revenue, net of other direct costs

 

2,872,117

 

130,493

 

 

3,002,610

 

Gross profit

 

261,614

 

25,284

 

 

286,898

 

Gross profit as a % of revenue

 

6.0

%

2.9

%

 

5.5

%

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

 

8.3

%

16.2

%

 

8.7

%

Equity in earnings of joint ventures

 

13,279

 

8,912

 

 

22,191

 

General and administrative expenses

 

 

 

70,582

 

70,582

 

Operating income

 

274,893

 

34,196

 

(70,582

)

238,507

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

3,289,489

 

216,537

 

90,164

 

3,596,190

 

 

 

 

 

 

 

 

 

 

 

Contracted backlog

 

4,248,932

 

562,128

 

 

4,811,060

 

 

 

 

 

 

 

 

 

 

 

Awarded backlog

 

3,458,882

 

348,404

 

 

3,807,286

 

 

6