Delaware
|
||
(State or other jurisdiction of incorporation)
|
||
0-27231
|
13-3818604
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
4820 Eastgate Mall, San Diego, CA
|
92121
|
|
(address of principal executive offices)
|
(Zip Code)
|
|
(858) 812-7300
|
||
(Registrant’s telephone number, including area code)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit
No.
|
Description
|
|
99.1
|
May 3, 2012 Press Release by Kratos Defense & Security Solutions, Inc.
|
Kratos Defense & Security Solutions, Inc.
|
||||
Date: May 3, 2012
|
By:
|
/s/ Deanna H. Lund
|
||
Deanna H. Lund
|
||||
Executive Vice President, Chief Financial Officer
|
FOR IMMEDIATE RELEASE
|
Press Contact:
Yolanda White
858-812-7302 Direct
Investor Information:
877-934-4687
investor@kratosdefense.com
|
·
|
First Quarter Revenues of $215 Million, Up 75 Percent Over Prior Year
|
·
|
First Quarter Adjusted EBITDA of $24.4 Million, Up 94 Percent Over Prior Year
|
·
|
First Quarter Adjusted Cash Flow From Operations of $31.8 Million and Adjusted Free Cash Flow of $29.1 Million
|
·
|
First Quarter Book-To-Bill Ratio 0.9 to 1.0, Total Backlog of $1.1 Billion, Bid & Proposal Pipeline of $4.0 Billion
|
·
|
Pro Forma EPS of $.09
|
·
|
Previous 2012 Revenue Guidance of $950 Million to $1 Billion, and Adjusted EBITDA of $120 Million to $130 Million Reaffirmed
|
·
|
Previous 2012 Adjusted Free Cash Flow Guidance of Approximately $50 Million To $65 Million Reaffirmed
|
Kratos Defense & Security Solutions
|
|||||
Unaudited Condensed Consolidated Statements of Operations
|
|||||
(in millions, except per share data)
|
|||||
Three Months Ended
|
|||||
March 25,
|
March 27,
|
||||
2012
|
2011
|
||||
Service revenues
|
|
$ 105.2
|
$ 79.8
|
||
Product sales
|
109.8
|
43.0
|
|||
Total revenues
|
215.0
|
122.8
|
|||
Cost of service revenue
|
81.8
|
60.3
|
|||
Cost of product sales
|
75.3
|
35.1
|
|||
Total costs
|
157.1
|
95.4
|
|||
Gross profit - services
|
23.4
|
19.5
|
|||
Gross profit - products
|
34.5
|
7.9
|
|||
Gross profit
|
57.9
|
27.4
|
|||
|
|
||||
Selling, general and administrative expenses
|
33.3
|
15.5
|
|||
Merger and acquisition expenses
|
0.9
|
5.8
|
|||
Research and development expenses
|
3.8
|
0.6
|
|||
Depreciation
|
1.2
|
0.7
|
|||
Amortization of intangible assets
|
10.5
|
3.4
|
|||
Operating income
|
8.2
|
1.4
|
|||
Interest expense, net
|
(16.1)
|
(6.7)
|
|||
Other income, net
|
0.5
|
0.3
|
|||
Loss from continuing operations before income taxes
|
(7.4)
|
(5.0)
|
|||
Benefit for income taxes
|
(4.2)
|
(1.2)
|
|||
Loss from continuing operations
|
(3.2)
|
(3.8)
|
|||
Income from discontinued operations, net of taxes
|
0.2
|
0.3
|
|||
Net loss
|
$ (3.0)
|
$ (3.5)
|
|||
|
|
||||
Basic income (loss) per common share:
|
|
|
|||
Loss from continuing operations
|
$ (0.10)
|
$ (0.18)
|
|||
Income from discontinued operations, net of taxes
|
0.01
|
0.01
|
|||
Net loss
|
$ (0.09)
|
$ (0.17)
|
|||
|
|
||||
Diluted income (loss) per common share:
|
|
|
|||
Loss from continuing operations
|
$ (0.10)
|
$ (0.18)
|
|||
Income from discontinued operations, net of taxes
|
0.01
|
0.01
|
|||
Net loss
|
$ (0.09)
|
$ (0.17)
|
|||
|
|
||||
Weighted average common shares outstanding
|
|
|
|||
Basic
|
32.5
|
21.3
|
|||
Diluted
|
32.5
|
21.3
|
|||
Adjusted EBITDA (1)
|
$ 24.4
|
$ 12.6
|
|||
|
|||||
Note: (1) Adjusted EBITDA is a non-GAAP measure defined as GAAP net income (loss) plus (income) loss from discontinued
|
|||||
operations, interest expense, net other (income) related to SWAP instruments, income taxes, depreciation and amortization,
|
|||||
stock compensation, amortization of intangible assets, and acquisition related expenses.
|
Adjusted EBITDA as calculated by us may be calculated differently than EBITDA for other companies. We have provided Adjusted
|
|||||
EBITDA because we believe it is a commonly used measure of financial performance in comparable companies and is provided to help
|
|||||
investors evaluate companies on a consistent basis, as well as to enhance an understanding of our operating results. Adjusted
|
|||||
EBITDA should not be construed as either an alternative to net income or as an indicator of our operating performance or an alternative
|
|||||
to cash flows as a measure of liquidity. Please refer to the following table that reconciles GAAP net income to Adjusted EBITDA:
|
|||||
Reconciliation of Net income (loss) to Adjusted EBITDA is as follows:
|
|||||
Three Months Ended
|
|||||
March 25,
|
March 27,
|
||||
2012
|
2011
|
||||
Net loss
|
$ (3.0)
|
$ (3.5)
|
|||
Income from discontinued operations
|
(0.2)
|
(0.3)
|
|||
Acquisition expenses
|
0.9
|
5.8
|
|||
Interest expense, net
|
16.1
|
6.7
|
|||
Other income related to SWAP instruments
|
-
|
(0.3)
|
|||
Provision (benefit) for income taxes
|
(4.2)
|
(1.2)
|
|||
Depreciation
|
3.2
|
1.4
|
|||
Stock compensation
|
1.1
|
0.6
|
|||
Amortization of intangible assets
|
10.5
|
3.4
|
|||
Adjusted EBITDA
|
$ 24.4
|
$ 12.6
|
|||
Kratos Defense & Security Solutions
|
|||||
Unaudited Segment Data
|
|||||
(in millions)
|
|||||
Three Months Ended
|
|||||
March 25,
|
March 27,
|
||||
2012
|
2011
|
||||
Revenues:
|
|||||
Government Solutions
|
$ 174.4
|
$ 97.4
|
|||
Public Safety & Security
|
40.6
|
25.4
|
|||
Total revenues
|
$ 215.0
|
$ 122.8
|
|||
Operating income (loss) from continuing operations:
|
|||||
Government Solutions
|
$ 9.0
|
$ 6.6
|
|||
Public Safety & Security
|
1.2
|
1.2
|
|||
Other activities
|
(2.0)
|
(6.4)
|
|||
Total operating income from continuing operations
|
$ 8.2
|
$ 1.4
|
|||
Note: Other activities in the three months ended March 27, 2011 and March 25, 2012 include acquisition expenses of $5.8 million and $0.9 million, respectively.
|
|||||
Reconciliation of consolidated Adjusted EBITDA to Adjusted EBITDA by segment is as follows:
|
|||||
Three Months Ended
|
|||||
March 25,
|
March 27,
|
||||
2012
|
2011
|
||||
KGS
|
$ 22.3
|
$ 10.7
|
|||
% of revenue
|
12.8%
|
11.0%
|
|||
PSS
|
2.1
|
1.9
|
|||
% of revenue
|
5.2%
|
7.5%
|
|||
Total
|
$ 24.4
|
$ 12.6
|
|||
% of revenue
|
11.3%
|
10.3%
|
|||
Kratos Defense & Security Solutions
|
|||||
Unaudited Condensed Consolidated Balance Sheet
|
|||||
(in millions)
|
|||||
Three Months Ended
|
|||||
March 25,
|
December 25
|
||||
2012
|
2011
|
||||
Assets
|
|||||
Current assets:
|
|||||
Cash and cash equivalents
|
$ 74.8
|
$ 69.8
|
|||
Restricted cash
|
0.7
|
1.1
|
|||
Accounts receivable, net
|
259.6
|
250.6
|
|||
Inventoried costs
|
87.4
|
80.6
|
|||
Prepaid expenses
|
11.7
|
12.8
|
|||
Other current assets
|
14.4
|
6.1
|
|||
Total current assets
|
448.6
|
421.0
|
|||
Property and equipment, net
|
72.7
|
73.0
|
|||
Goodwill
|
577.0
|
573.2
|
|||
Intangibles, net
|
116.1
|
124.6
|
|||
Other assets
|
23.0
|
24.3
|
|||
Total assets
|
$ 1,237.4
|
$ 1,216.1
|
|||
Liabilities and Stockholders’ Equity
|
|||||
Current liabilities:
|
|||||
Accounts payable
|
$ 80.3
|
$ 54.8
|
|||
Accrued expenses
|
50.4
|
52.0
|
|||
Accrued compensation
|
42.0
|
40.5
|
|||
Billings in excess of costs and earnings on uncompleted contracts
|
39.8
|
37.7
|
|||
Other current liabilities
|
26.3
|
28.7
|
|||
Total current liabilities
|
238.8
|
213.7
|
|||
Long-term debt principal, net of current portion
|
630.5
|
630.8
|
|||
Long-term debt premium
|
21.8
|
22.8
|
|||
Other long-term liabilities
|
35.6
|
36.2
|
|||
Total liabilities
|
926.7
|
903.5
|
|||
Commitments and contingencies
|
|||||
Stockholders’ equity:
|
|||||
Preferred stock, 5,000,000 shares authorized, $.001 par value, 0 shares outstanding at December 25, 2011 and March 25, 2012.
|
-
|
-
|
|||
Common stock, $.001 par value, 195,000,000 shares authorized; 32,421,135 and 32,511,287 shares issued and outstanding at December 25, 2011 and March 25, 2012, respectively
|
-
|
-
|
|||
Additional paid-in capital
|
721.7
|
720.6
|
|||
Accumulated other comprehensive loss
|
(0.2)
|
(0.2)
|
|||
Accumulated deficit
|
(410.8)
|
(407.8)
|
|||
Total stockholders’ equity
|
310.7
|
312.6
|
|||
Total liabilities and stockholders’ equity
|
$ 1,237.4
|
$ 1,216.1
|
|||
Kratos Defense & Security Solutions
|
|||||
Unaudited Condensed Consolidated Statement of Cash Flows
|
|||||
(in millions)
|
|||||
Three Months Ended
|
|||||
March 25,
|
March 27,
|
||||
2012
|
2011
|
||||
Operating activities:
|
|||||
Net loss
|
$ (3.0)
|
$ (3.5)
|
|||
Less: Income from discontinued operations
|
0.2
|
0.3
|
|||
Loss from continuing operations
|
(3.2)
|
(3.8)
|
|||
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities from continuing operations:
|
|||||
Depreciation and amortization
|
13.7
|
4.8
|
|||
Deferred income taxes
|
-
|
0.3
|
|||
Stock‑based compensation
|
1.1
|
0.6
|
|||
Mark to market on swaps
|
-
|
(0.3)
|
|||
Amortization of deferred financing costs
|
1.3
|
0.4
|
|||
Amortization of premium on Senior Secured Notes
|
(1.0)
|
-
|
|||
Provision for doubtful accounts
|
0.3
|
-
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|||||
Accounts receivable
|
14.1
|
3.0
|
|||
Inventoried costs
|
(6.3)
|
1.3
|
|||
Prepaid expenses and other assets
|
(2.2)
|
0.9
|
|||
Accounts payable
|
26.8
|
3.1
|
|||
Accrued compensation
|
0.9
|
2.0
|
|||
Accrued expenses
|
(8.6)
|
(9.0)
|
|||
Billings in excess of costs and earnings on uncompleted contracts
|
(1.2)
|
(4.3)
|
|||
Income tax receivable and payable
|
(5.1)
|
(2.2)
|
|||
Other liabilities
|
(1.1)
|
-
|
|||
Net cash provided by (used in) operating activities from continuing operations
|
29.5
|
(3.2)
|
|||
Investing activities:
|
|||||
Cash paid for acquisitions, net of cash acquired
|
(20.0)
|
(224.1)
|
|||
Decrease (increase) in restricted cash
|
0.4
|
(101.1)
|
|||
Cash paid for contingent acquisition consideration
|
(1.5)
|
-
|
|||
Capital expenditures
|
(2.7)
|
(0.5)
|
|||
Net cash used in investing activities from continuing operations
|
(23.8)
|
(325.7)
|
|||
Financing activities:
|
|||||
Proceeds from the issuance of long-term debt
|
-
|
314.0
|
|||
Proceeds from the issuance of common stock
|
-
|
61.5
|
|||
Repayments of term loan
|
(0.3)
|
-
|
|||
Debt issuance costs
|
-
|
(13.0)
|
|||
Other
|
(0.1)
|
1.2
|
|||
Net cash provided by (used in) financing activities from continuing operations
|
(0.4)
|
363.7
|
|||
Net cash flows from continuing operations
|
5.3
|
34.8
|
|||
Net operating cash flows from discontinued operations
|
(0.2)
|
(0.1)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(0.1)
|
-
|
|||
Net increase in cash and cash equivalents
|
5.0
|
34.7
|
|||
Cash and cash equivalents at beginning of period
|
69.8
|
10.8
|
|||
Cash and cash equivalents at end of period
|
$ 74.8
|
$ 45.5
|
|||
Kratos Defense & Security Solutions
|
|||||
Unaudited Non-GAAP Measures
|
|||||
Adjusted Earnings Before Amortization and Acquisition Related Expenses
|
|||||
(in millions, except per share data)
|
|||||
Three Months Ended
|
|||||
March 25,
|
March 27,
|
||||
2012
|
2011
|
||||
Loss from continuing operations before taxes
|
$ (7.4)
|
$ (5.0)
|
|||
Add: Amortization of intangible assets
|
10.5
|
3.4
|
|||
Add: Merger and acquisition expenses
|
0.9
|
5.8
|
|||
Adjusted income from continuing operations before income taxes
|
$ 4.0
|
$ 4.2
|
|||
Estimated cash tax provision
|
1.2
|
0.7
|
|||
Adjusted income from continuing operations before acquisition and amortization expenses
|
$ 2.8
|
$ 3.5
|
|||
Diluted income per common share:
|
|||||
Adjusted income from continuing operations
|
$ 0.09
|
$ 0.16
|
|||
Weighted average common shares outstanding
|
|||||
Diluted
|
32.5
|
21.3
|
|||
Adjusted Cash Flows From Operations and Adjusted Free Cash Flow
|
|||||
(in millions)
|
|||||
Three Months Ended
|
|||||
March 25,
|
March 27,
|
||||
2012
|
2011
|
||||
Net cash provided by (used in) operating activities from continuing operations
|
$ 29.5
|
$ (3.2)
|
|||
Add: Acquisition related items
|
2.3
|
1.7
|
|||
Adjusted cash flows from operations
|
$ 31.8
|
$ (1.5)
|
|||
Less: capital expenditures
|
2.7
|
0.5
|
|||
Adjusted free cash flow
|
$ 29.1
|
$ (2.0)
|
|||
-end-
|