Statements contained in this press release that are not historical facts may constitute forward-looking statements, including statements relating to our future revenue and earnings guidance, the anticipated closing and benefits of the Flint Energy Services Ltd. acquisition, including its future financial and earnings impact, future economies of scale and business synergies, future cash flows, future backlog, future business opportunities, future capabilities and expertise, future competitive positioning and market presence, expectations regarding market growth, margin and future capital spending by the North American energy industry, the expected closing of the acquisition, future acquisition financing and other future business, economic and industry conditions. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “increasingly,” “plan,” “may,” “will,” “could,” “should,” “believe,” “optimistic,” “confident,” “potential,” “continue” and similar expressions are also intended to identify forward-looking statements. We believe that our expectations are reasonable and are based on reasonable assumptions; however, we caution you against relying on any of our forward-looking statements as such forward-looking statements by their nature involve risks and uncertainties. A variety of risks and uncertainties, including but not limited to the following, could cause our business and financial results, as well as the timing of events, to differ materially from those expressed or implied in our forward-looking statements: whether Flint Energy Services Ltd. stockholders will approve the acquisition; whether and when approval of Canadian court and other required regulatory approvals will be obtained; whether any of the other conditions to closing of the acquisition will be satisfied; whether another bidder may make a superior offer for Flint Energy Services Ltd; whether any of the anticipated benefits of the acquisition will be realized; potential difficulties that may be encountered in integrating the businesses, economic weakness and declines in client spending; potential impact of reduced oil commodity prices; changes in our book of business; our compliance with government contract procurement regulations; employee, agent or partner misconduct; our ability to procure government contracts; liabilities for pending and future litigation; the potential impact of environmental issues and liabilities; availability of bonding and insurance; our reliance on government appropriations; unilateral termination provisions in government contracts; our ability to make accurate estimates and assumptions; our accounting policies; workforce utilization; our and our partners’ ability to bid on, win, perform and renew contracts and projects; liquidated damages; our dependence on partners, subcontractors and suppliers; customer payment defaults; our ability to recover on claims; impact of target and fixed priced contract on earnings; the inherent dangers at our project sites; impairment of our goodwill; the impact of changes in laws and regulations; nuclear indemnifications and insurance; a decline in defense spending; industry competition; our ability to attract and retain key individuals; retirement plan obligations; our leveraged position and the ability to service our debt; restrictive covenants in our credit agreement; risks associated with international operations; business activities in high security risk countries; third-party software risks; natural and man-made disaster risks; our relationships with labor unions; our ability to protect our intellectual property rights; anti-takeover risks and other factors discussed more fully in our Form 10-Q for the period ended September 30, 2011 as well as in other reports subsequently filed from time to time with the United States Securities and Exchange Commission. The forward-looking statements represent our current expectations and intentions as of the date on which made and we assume no obligation to revise or update any forward-looking statements.
GAAP and IFRS Financial Measures
Flint’s historical financial statements for its fiscal year ended December 31, 2010, were prepared in accordance with Canadian generally accepted accounting principles and its 2011 subsequent fiscal quarters were prepared in accordance with the International Financial Reporting Standards 1, First time Adoption of International Financial Reporting Standards, and with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). All pro forma combined financial information is based upon a combination of URS’ historical financial statements prepared in accordance with United States generally accepted accounting principles (GAAP) and Flint’s historical financial statements prepared in accordance with IFRS. Flint has not reconciled its historical financial statements to U.S. GAAP.
This release also contains prospective financial measures that are not calculated in accordance with GAAP, including prospective estimated acquisition costs, estimated amortization of intangible assets and estimated synergies. Management does not believe it is able to reconcile this information without unreasonable effort. URS’ management believes that these U.S. non-GAAP financial measures provide meaningful supplemental information regarding the expected benefits of the acquisition to investors in URS.
No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.