|
Delaware
|
||
|
(State or other jurisdiction of incorporation)
|
||
|
001-34460
|
13-3818604
|
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
4820 Eastgate Mall, Suite 200, 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
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(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))
|
|
Exhibit
No.
|
Description
|
|
|
99.1
|
August 7, 2014 Press Release by Kratos Defense & Security Solutions, Inc.
|
|
Kratos Defense & Security Solutions, Inc.
|
||||
|
Date: August 7, 2014
|
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
|
| ( $ in millions) | |||||
| Actual | Guidance | ||||
| March 30 | June 29 | September 28 | December 28 | Full Year | |
| Revenues | $200.0 | $229.3 | $230 - $250 | $260 - $280 | $920 - $960 |
| Adjusted EBITDA | $17.0 | $19.5 | $21 - %25 | $35 - $38 | $93 - $100 |
|
Kratos Defense & Security Solutions
|
||||||
|
Unaudited Condensed Consolidated Statements of Operations
|
||||||
|
(in millions, except per share data)
|
||||||
|
Three Months Ended
|
Six Months Ended
|
|||||
|
June 29,
|
June 30,
|
June 29,
|
June 30,
|
|||
|
2014
|
2013
|
2014
|
2013
|
|||
|
Service revenues
|
|
$ 101.8
|
$ 110.2
|
$ 202.4
|
$ 226.2
|
|
|
Product sales
|
127.5
|
125.0
|
227.0
|
262.3
|
||
|
Total revenues
|
229.3
|
235.2
|
429.4
|
488.5
|
||
|
Cost of service revenues
|
77.9
|
83.3
|
152.0
|
171.9
|
||
|
Cost of product sales
|
95.0
|
91.5
|
168.4
|
190.4
|
||
|
Total costs
|
172.9
|
174.8
|
320.4
|
362.3
|
||
|
Gross profit - services
|
23.9
|
26.9
|
50.4
|
54.3
|
||
|
Gross profit - products
|
32.5
|
33.5
|
58.6
|
71.9
|
||
|
Total gross profit
|
56.4
|
60.4
|
109.0
|
126.2
|
||
|
|
|
|
|
|||
|
Selling, general and administrative expenses
|
38.3
|
37.8
|
75.3
|
76.6
|
||
|
Restructuring and acquisition related items and other
|
0.9
|
(1.3)
|
1.4
|
(0.9)
|
||
|
Research and development expenses
|
5.9
|
4.8
|
11.1
|
9.7
|
||
|
Unused office space expense and other
|
-
|
-
|
0.2
|
-
|
||
|
Depreciation
|
0.9
|
1.2
|
1.7
|
2.2
|
||
|
Amortization of intangible assets
|
5.7
|
9.0
|
11.3
|
18.3
|
||
|
Operating income
|
4.7
|
8.9
|
8.0
|
20.3
|
||
|
Interest expense, net
|
(14.0)
|
(16.3)
|
(30.1)
|
(32.5)
|
||
|
Loss on extinguishment of debt
|
(39.1)
|
-
|
(39.1)
|
-
|
||
|
Other income (expense), net
|
0.2
|
0.2
|
0.4
|
(0.6)
|
||
|
Loss from continuing operations before income taxes
|
(48.2)
|
(7.2)
|
(60.8)
|
(12.8)
|
||
|
Provision (benefit) for income taxes
|
1.6
|
(0.1)
|
3.9
|
2.7
|
||
|
Loss from continuing operations
|
(49.8)
|
(7.1)
|
(64.7)
|
(15.5)
|
||
|
Loss from discontinued operations, net of taxes
|
(0.1)
|
(2.5)
|
(0.2)
|
(4.4)
|
||
|
Net loss
|
$ (49.9)
|
$ (9.6)
|
$ (64.9)
|
$ (19.9)
|
||
|
|
|
|
|
|||
|
Basic and diluted loss per common share:
|
|
|
|
|
||
|
Loss from continuing operations
|
$ (0.87)
|
$ (0.12)
|
$ (1.13)
|
$ (0.27)
|
||
|
Loss from discontinued operations, net of taxes
|
-
|
(0.05)
|
-
|
(0.08)
|
||
|
Net loss
|
$ (0.87)
|
$ (0.17)
|
$ (1.13)
|
$ (0.35)
|
||
|
|
|
|
|
|||
|
Weighted average common shares outstanding
|
|
|
|
|
||
|
Basic and diluted
|
57.4
|
56.6
|
57.4
|
56.6
|
||
|
Adjusted EBITDA (1)
|
$ 19.5
|
$ 24.6
|
$ 36.6
|
$ 51.7
|
||
|
|
||||||
|
Note: (1) Adjusted EBITDA is a non-GAAP measure defined as GAAP net income (loss) plus (income) loss from discontinued
|
||||||
|
operations, interest expense, net, income taxes, depreciation and amortization, stock compensation,
|
||||||
|
amortization of intangible assets, loss on extinguishment of debt, contract design retrofit costs, refinancing related costs and restructuring and acquisition related items and other.
|
||||||
|
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 loss to Adjusted EBITDA:
|
||||||
|
Reconciliation of Net loss to Adjusted EBITDA is as follows:
|
||||||
|
Three Months Ended
|
Six Months Ended
|
|||||
|
June 29,
|
June 30,
|
June 29,
|
June 30,
|
|||
|
2014
|
2013
|
2014
|
2013
|
|||
|
Net loss
|
$ (49.9)
|
$ (9.6)
|
$ (64.9)
|
$ (19.9)
|
||
|
Loss from discontinued operations
|
0.1
|
2.5
|
0.2
|
4.4
|
||
|
Restructuring and acquisition related items, excess capacity and other
|
1.5
|
(0.1)
|
2.5
|
0.3
|
||
|
Interest expense, net
|
14.0
|
16.3
|
30.1
|
32.5
|
||
|
Loss on extinguishment of debt
|
39.1
|
-
|
39.1
|
-
|
||
|
Contract design retrofit costs
|
0.5
|
-
|
1.5
|
-
|
||
|
Provision (benefit) for income taxes
|
1.6
|
(0.1)
|
3.9
|
2.7
|
||
|
Depreciation *
|
4.0
|
4.6
|
8.0
|
9.5
|
||
|
Stock compensation
|
2.9
|
2.0
|
4.7
|
3.9
|
||
|
Unused office space expense and other
|
-
|
-
|
0.2
|
-
|
||
|
Amortization of intangible assets
|
5.7
|
9.0
|
11.3
|
18.3
|
||
|
Adjusted EBITDA
|
$ 19.5
|
$ 24.6
|
$ 36.6
|
$ 51.7
|
||
|
* Includes depreciation reported in cost of service revenues and product sales.
|
||||||
|
Reconciliation of restructuring and acquisition related items and other included in Adjusted EBITDA:
|
||||||
|
Three Months Ended
|
Six Months Ended
|
|||||
|
June 29,
|
June 30,
|
June 29,
|
June 30,
|
|||
|
2014
|
2013
|
2014
|
2013
|
|||
|
Acquisition and transaction related items
|
$ -
|
$ 0.1
|
$ -
|
$ 0.2
|
||
|
Excess capacity and restructuring costs
|
0.7
|
2.5
|
1.7
|
2.8
|
||
|
Refinancing related costs
|
0.8
|
-
|
0.8
|
-
|
||
|
Litigation related items
|
-
|
(2.7)
|
-
|
(2.7)
|
||
|
$ 1.5
|
$ (0.1)
|
$ 2.5
|
$ 0.3
|
|||
|
Kratos Defense & Security Solutions
|
||||||
|
Unaudited Segment Data
|
||||||
|
(in millions)
|
||||||
|
Three Months Ended
|
Six Months Ended
|
|||||
|
June 29,
|
June 30,
|
June 29,
|
June 30,
|
|||
|
2014
|
2013
|
2014
|
2013
|
|||
|
Revenues:
|
||||||
|
Government Solutions
|
$ 165.7
|
$ 183.5
|
$ 316.9
|
$ 386.2
|
||
|
Public Safety & Security
|
63.6
|
51.7
|
112.5
|
102.3
|
||
|
Total revenues
|
$ 229.3
|
$ 235.2
|
$ 429.4
|
$ 488.5
|
||
|
Operating income (loss) from continuing operations:
|
||||||
|
Government Solutions
|
$ 5.3
|
$ 5.3
|
$ 9.4
|
$ 17.4
|
||
|
Public Safety & Security
|
3.0
|
2.7
|
4.0
|
3.9
|
||
|
Other activities
|
(3.6)
|
0.9
|
(5.4)
|
(1.0)
|
||
|
Total operating income from continuing operations
|
$ 4.7
|
$ 8.9
|
$ 8.0
|
$ 20.3
|
||
|
Note: Other activities in the three months ended June 29, 2014 and June 30, 2013 include restructuring, excess capacity, refinancing and acquisition related expenses of $1.5 million and ($0.1) million,
|
||||||
|
respectively, and for the six months ended June 29, 2014 and June 30, 2013 include restructuring, excess capacity, refinancing and acquisition related expenses of $2.5 million and $0.3 million, respectively.
|
||||||
|
Reconciliation of consolidated Adjusted EBITDA to Adjusted EBITDA by segment is as follows:
|
||||||
|
Three Months Ended
|
Six Months Ended
|
|||||
|
June 29,
|
June 30,
|
June 29,
|
June 30,
|
|||
|
2014
|
2013
|
2014
|
2013
|
|||
|
KGS
|
$ 16.1
|
$ 20.4
|
$ 31.5
|
$ 45.2
|
||
|
% of revenue
|
9.7%
|
11.1%
|
9.9%
|
11.7%
|
||
|
PSS
|
3.4
|
4.2
|
5.1
|
6.5
|
||
|
% of revenue
|
5.3%
|
8.1%
|
4.5%
|
6.4%
|
||
|
Total
|
$ 19.5
|
$ 24.6
|
$ 36.6
|
$ 51.7
|
||
|
% of revenue
|
8.5%
|
10.5%
|
8.5%
|
10.6%
|
||
|
Kratos Defense & Security Solutions
|
||||||
|
Unaudited Condensed Consolidated Balance Sheet
|
||||||
|
(in millions)
|
||||||
|
As of
|
||||||
|
June 29,
|
December 29,
|
|||||
|
2014
|
2013
|
|||||
|
Assets
|
||||||
|
Current assets:
|
||||||
|
Cash and cash equivalents
|
$ 26.9
|
$ 55.7
|
||||
|
Restricted cash
|
5.1
|
5.0
|
||||
|
Accounts receivable, net
|
265.9
|
265.8
|
||||
|
Inventoried costs
|
78.5
|
74.6
|
||||
|
Prepaid expenses
|
11.6
|
10.4
|
||||
|
Other current assets
|
10.5
|
18.8
|
||||
|
Total current assets
|
398.5
|
430.3
|
||||
|
Property, plant and equipment, net
|
84.2
|
84.8
|
||||
|
Goodwill
|
596.4
|
596.4
|
||||
|
Intangible assets, net
|
62.6
|
69.9
|
||||
|
Other assets
|
30.4
|
35.2
|
||||
|
Total assets
|
$ 1,172.1
|
$ 1,216.6
|
||||
|
Liabilities and Stockholders’ Equity
|
||||||
|
Current liabilities:
|
||||||
|
Accounts payable
|
$ 70.1
|
$ 61.9
|
||||
|
Accrued expenses
|
40.8
|
46.2
|
||||
|
Accrued compensation
|
38.7
|
44.9
|
||||
|
Accrued interest
|
5.7
|
5.2
|
||||
|
Billings in excess of costs and earnings on uncompleted contracts
|
49.2
|
52.5
|
||||
|
Deferred income tax liability
|
28.4
|
28.4
|
||||
|
Other current liabilities
|
14.0
|
11.9
|
||||
|
Total current liabilities
|
246.9
|
251.0
|
||||
|
Long-term debt principal, net of current portion
|
621.9
|
628.8
|
||||
|
Long-term debt premium
|
-
|
14.5
|
||||
|
Line of credit
|
41.0
|
-
|
||||
|
Other long-term liabilities
|
25.2
|
26.5
|
||||
|
Total liabilities
|
935.0
|
920.8
|
||||
|
Commitments and contingencies
|
||||||
|
Stockholders’ equity:
|
||||||
|
Common stock
|
-
|
-
|
||||
|
Additional paid-in capital
|
862.3
|
856.0
|
||||
|
Accumulated other comprehensive loss
|
(0.9)
|
(0.8)
|
||||
|
Accumulated deficit
|
(624.3)
|
(559.4)
|
||||
|
Total stockholders’ equity
|
237.1
|
295.8
|
||||
|
Total liabilities and stockholders’ equity
|
$ 1,172.1
|
$ 1,216.6
|
||||
|
Kratos Defense & Security Solutions
|
||||||
|
Unaudited Condensed Consolidated Statement of Cash Flows
|
||||||
|
(in millions)
|
||||||
|
Six Months Ended
|
||||||
|
June 29,
|
June 30,
|
|||||
|
2014
|
2013
|
|||||
|
Operating activities:
|
||||||
|
Net loss
|
$ (64.9)
|
$ (19.9)
|
||||
|
Less: Loss from discontinued operations
|
(0.2)
|
(4.4)
|
||||
|
Loss from continuing operations
|
(64.7)
|
(15.5)
|
||||
|
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities from continuing operations:
|
||||||
|
Depreciation and amortization
|
19.3
|
27.8
|
||||
|
Stock‑based compensation
|
4.7
|
3.9
|
||||
|
Change in unused office space accrual
|
0.2
|
-
|
||||
|
Amortization of deferred financing costs
|
2.1
|
2.6
|
||||
|
Amortization of premium on Senior Secured Notes
|
(1.4)
|
(2.1)
|
||||
|
Loss on extinguishment of debt
|
39.1
|
-
|
||||
|
Provision for doubtful accounts
|
0.3
|
0.2
|
||||
|
Changes in assets and liabilities, net of acquisitions:
|
||||||
|
Accounts receivable
|
(0.5)
|
18.2
|
||||
|
Inventoried costs
|
(4.1)
|
9.2
|
||||
|
Prepaid expenses and other assets
|
0.8
|
(0.1)
|
||||
|
Accounts payable
|
8.3
|
(18.9)
|
||||
|
Accrued compensation
|
(6.2)
|
(8.1)
|
||||
|
Accrued expenses
|
(5.4)
|
(7.8)
|
||||
|
Accrued interest payable
|
0.4
|
(0.3)
|
||||
|
Billings in excess of costs and earnings on uncompleted contracts
|
(5.2)
|
1.9
|
||||
|
Income tax receivable and payable
|
2.9
|
4.1
|
||||
|
Other liabilities
|
(0.9)
|
(6.7)
|
||||
|
Net cash provided by (used in) operating activities from continuing operations
|
(10.3)
|
8.4
|
||||
|
Investing activities:
|
||||||
|
Cash paid for acquisitions, net of cash acquired
|
(1.6)
|
1.2
|
||||
|
Decrease in restricted cash
|
(0.1)
|
0.2
|
||||
|
Proceeds from the disposition of discontinued operations
|
-
|
0.4
|
||||
|
Capital expenditures
|
(6.6)
|
(7.3)
|
||||
|
Net cash used in investing activities from continuing operations
|
(8.3)
|
(5.5)
|
||||
|
Financing activities:
|
||||||
|
Proceeds from the issuance of long-term debt
|
618.5
|
-
|
||||
|
Payment of long-term debt
|
(661.5)
|
|||||
|
Cash paid for contingent acquisition consideration
|
-
|
(2.1)
|
||||
|
Borrowings under line of credit
|
41.0
|
-
|
||||
|
Repayment of debt
|
(0.4)
|
(0.5)
|
||||
|
Debt issuance costs
|
(8.5)
|
-
|
||||
|
Other
|
1.5
|
(0.3)
|
||||
|
Net cash used in financing activities from continuing operations
|
(9.4)
|
(2.9)
|
||||
|
Net cash flows from continuing operations
|
(28.0)
|
0.0
|
||||
|
Net operating cash flows from discontinued operations
|
(0.9)
|
0.8
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
0.1
|
(0.1)
|
||||
|
Net increase (decrease) in cash and cash equivalents
|
(28.8)
|
0.7
|
||||
|
Cash and cash equivalents at beginning of period
|
55.7
|
49.0
|
||||
|
Cash and cash equivalents at end of period
|
$ 26.9
|
$ 49.7
|
||||
|
Kratos Defense & Security Solutions
|
||||||
|
Unaudited Non-GAAP Measures
|
||||||
|
Adjusted Earnings Before Amortization and Acquisition Related Expenses and Other Items
|
||||||
|
(in millions, except per share data)
|
||||||
|
Three Months Ended
|
Six Months Ended
|
|||||
|
June 29,
|
June 30,
|
June 29,
|
June 30,
|
|||
|
2014
|
2013
|
2014
|
2013
|
|||
|
Loss from continuing operations before taxes
|
$ (48.2)
|
$ (7.2)
|
$ (60.8)
|
$ (12.8)
|
||
|
Add: Amortization of intangible assets
|
5.7
|
9.0
|
11.3
|
18.3
|
||
|
Add: Stock compensation
|
2.9
|
2.0
|
4.7
|
3.9
|
||
|
Add: Unused office space expense and other
|
-
|
-
|
0.2
|
-
|
||
|
Add: Loss on extinguishment of debt
|
39.1
|
-
|
39.1
|
-
|
||
|
Add: Contract design retrofit costs
|
0.5
|
-
|
1.5
|
-
|
||
|
Add: Restructuring and acquisition related items and other
|
1.5
|
(0.1)
|
2.5
|
0.3
|
||
|
Adjusted income (loss) from continuing operations before income taxes
|
1.5
|
3.7
|
(1.5)
|
9.7
|
||
|
Estimated cash tax provision
|
0.6
|
0.8
|
1.3
|
1.6
|
||
|
Adjusted income (loss) from continuing operations before acquisition and amortization expenses
|
$ 0.9
|
$ 2.9
|
$ (2.8)
|
$ 8.1
|
||
|
Diluted income per common share:
|
||||||
|
Adjusted income (loss) from continuing operations
|
$ 0.02
|
$ 0.05
|
$ (0.05)
|
$ 0.14
|
||
|
Weighted average common shares outstanding
|
||||||
|
Diluted
|
58.5
|
57.2
|
57.4
|
56.9
|
||
|
-end-
|
||||||