Delaware
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(State or other jurisdiction of incorporation)
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001-34460
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13-3818604
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(Commission File Number)
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(IRS Employer Identification No.)
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4820 Eastgate Mall, Suite 200, San Diego, CA
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92121
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(address of principal executive offices)
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(Zip Code)
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(858) 812-7300
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(Registrant’s telephone number, including area code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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.
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Description
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|
99.1
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April 30, 2014 Press Release by Kratos Defense & Security Solutions, Inc.
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Kratos Defense & Security Solutions, Inc.
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||||
Date: April 30, 2014
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By:
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/s/ Deanna H. Lund
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||
Deanna H. Lund
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||||
Executive Vice President, Chief Financial Officer
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FOR IMMEDIATE RELEASE
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Press Contact:
Yolanda White
858-812-7302 Direct
Investor Information:
877-934-4687
investor@kratosdefense.com
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(in Millions)
|
|||||
(Actual)
|
Guidance
|
||||
March 30
|
June 30
|
September 30
|
December 31
|
Full Year
|
|
Revenue
|
$200
|
$220 - $235
|
$240 - $265
|
$260 - $280
|
$920 - $980
|
Adjusted EBITDA
|
$17
|
$18 - $22
|
$28 - $32
|
$30 - $35
|
$93 - $106
|
Kratos Defense & Security Solutions
|
|||
Unaudited Condensed Consolidated Statements of Operations
|
|||
(in millions, except per share data)
|
|||
Three Months Ended
|
|||
March 30,
|
March 31,
|
||
2014
|
2013
|
||
Service revenues
|
|
$ 100.6
|
$ 115.5
|
Product sales
|
99.5
|
137.3
|
|
Total revenues
|
200.1
|
252.8
|
|
Cost of service revenues
|
74.1
|
88.2
|
|
Cost of product sales
|
73.4
|
98.9
|
|
Total costs
|
147.5
|
187.1
|
|
Gross profit - services
|
26.5
|
27.3
|
|
Gross profit - products
|
26.1
|
38.4
|
|
Total gross profit
|
52.6
|
65.7
|
|
|
|
||
Selling, general and administrative expenses
|
37.0
|
38.9
|
|
Restructuring and acquisition related items and other
|
0.5
|
0.1
|
|
Research and development expenses
|
5.2
|
4.9
|
|
Unused office space expense and other
|
0.2
|
-
|
|
Depreciation
|
0.8
|
1.0
|
|
Amortization of intangible assets
|
5.6
|
9.3
|
|
Operating income (loss)
|
3.3
|
11.5
|
|
Interest expense, net
|
(16.1)
|
(16.2)
|
|
Other income (expense), net
|
0.2
|
(0.7)
|
|
Loss from continuing operations before income taxes
|
(12.6)
|
(5.4)
|
|
Provision for income taxes
|
2.3
|
2.8
|
|
Loss from continuing operations
|
(14.9)
|
(8.2)
|
|
Income (loss) from discontinued operations, net of taxes
|
(0.1)
|
(2.1)
|
|
Net loss
|
$ (15.0)
|
$ (10.3)
|
|
|
|
||
Basic and diluted loss per common share:
|
|
|
|
Loss from continuing operations
|
$ (0.26)
|
$ (0.14)
|
|
Income (loss) from discontinued operations, net of taxes
|
-
|
(0.04)
|
|
Net loss
|
$ (0.26)
|
$ (0.18)
|
|
|
|
||
Weighted average common shares outstanding
|
|
|
|
Basic and diluted
|
57.4
|
56.6
|
|
Adjusted EBITDA (1)
|
$ 17.1
|
$ 27.0
|
|
|
|||
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, contract design retrofit 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
|
|||
March 30,
|
March 31,
|
||
2014
|
2013
|
||
Net loss
|
$ (15.0)
|
$ (10.3)
|
|
(Income) loss from discontinued operations
|
0.1
|
2.1
|
|
Restructuring and acquisition related items, excess capacity, and other
|
1.0
|
0.1
|
|
Interest expense, net
|
16.1
|
16.2
|
|
Contract design retrofit costs
|
1.0
|
-
|
|
Provision for income taxes
|
2.3
|
2.8
|
|
Depreciation *
|
4.0
|
4.9
|
|
Stock compensation
|
1.8
|
1.9
|
|
Unused office space expense and other
|
0.2
|
-
|
|
Amortization of intangible assets
|
5.6
|
9.3
|
|
Adjusted EBITDA
|
$ 17.1
|
$ 27.0
|
|
* 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
|
|||
March 30,
|
March 31,
|
||
2014
|
2013
|
||
Acquisition and transaction related items
|
$ -
|
$ 0.1
|
|
Excess capacity and restructuring costs
|
1.0
|
-
|
|
$ 1.0
|
$ 0.1
|
Kratos Defense & Security Solutions
|
|||
Unaudited Segment Data
|
|||
(in millions)
|
|||
Three Months Ended
|
|||
March 30,
|
March 31,
|
||
2014
|
2013
|
||
Revenues:
|
|||
Government Solutions
|
$ 151.2
|
$ 202.2
|
|
Public Safety & Security
|
48.9
|
50.6
|
|
Total revenues
|
$ 200.1
|
$ 252.8
|
|
Operating income (loss) from continuing operations:
|
|||
Government Solutions
|
$ 4.1
|
$ 12.2
|
|
Public Safety & Security
|
1.0
|
1.2
|
|
Other activities
|
(1.8)
|
(1.9)
|
|
Total operating income from continuing operations
|
$ 3.3
|
$ 11.5
|
|
Note: Other activities in the three months ended March 30, 2014 and March 31, 2013 include restructuring, excess capacity, and acquisition expenses of $1.0 million and $0.1 million, respectively.
|
|||
Reconciliation of consolidated Adjusted EBITDA to Adjusted EBITDA by segment is as follows:
|
|||
Three Months Ended
|
|||
March 30,
|
March 31,
|
||
2014
|
2013
|
||
KGS
|
$ 15.4
|
$ 24.7
|
|
% of revenue
|
10.2%
|
12.2%
|
|
PSS
|
1.7
|
2.3
|
|
% of revenue
|
3.5%
|
4.5%
|
|
Total
|
$ 17.1
|
$ 27.0
|
|
% of revenue
|
8.5%
|
10.7%
|
|
Kratos Defense & Security Solutions
|
|||
Unaudited Condensed Consolidated Balance Sheet
|
|||
(in millions)
|
|||
As of
|
|||
March 30,
|
December 29,
|
||
2014
|
2013
|
||
Assets
|
|||
Current assets:
|
|||
Cash and cash equivalents
|
$ 53.6
|
$ 55.7
|
|
Restricted cash
|
5.0
|
5.0
|
|
Accounts receivable, net
|
248.0
|
265.8
|
|
Inventoried costs
|
81.1
|
74.6
|
|
Prepaid expenses
|
10.8
|
10.4
|
|
Other current assets
|
14.8
|
18.8
|
|
Total current assets
|
413.3
|
430.3
|
|
Property, plant and equipment, net
|
84.0
|
84.8
|
|
Goodwill
|
596.4
|
596.4
|
|
Intangible assets, net
|
64.3
|
69.9
|
|
Other assets
|
38.4
|
35.2
|
|
Total assets
|
$ 1,196.4
|
$ 1,216.6
|
|
Liabilities and Stockholders’ Equity
|
|||
Current liabilities:
|
|||
Accounts payable
|
$ 48.2
|
$ 61.9
|
|
Accrued expenses
|
41.1
|
46.2
|
|
Accrued compensation
|
38.7
|
44.9
|
|
Accrued interest
|
20.8
|
5.2
|
|
Billings in excess of costs and earnings on uncompleted contracts
|
54.5
|
52.5
|
|
Deferred income tax liability
|
28.4
|
28.4
|
|
Other current liabilities
|
12.4
|
11.9
|
|
Total current liabilities
|
244.1
|
251.0
|
|
Long-term debt principal, net of current portion
|
628.5
|
628.8
|
|
Long-term debt premium
|
13.5
|
14.5
|
|
Other long-term liabilities
|
26.2
|
26.5
|
|
Total liabilities
|
912.3
|
920.8
|
|
Commitments and contingencies
|
|||
Stockholders’ equity:
|
|||
Common stock | - | - | |
Additional paid-in capital
|
859.5
|
856.0
|
|
Accumulated other comprehensive loss
|
(0.9)
|
(0.8)
|
|
Accumulated deficit
|
(574.5)
|
(559.4)
|
|
Total stockholders’ equity
|
284.1
|
295.8
|
|
Total liabilities and stockholders’ equity
|
$ 1,196.4
|
$ 1,216.6
|
|
Kratos Defense & Security Solutions
|
|||
Unaudited Condensed Consolidated Statement of Cash Flows
|
|||
(in millions)
|
|||
Three Months Ended
|
|||
March 30,
|
March 31,
|
||
2014
|
2013
|
||
Operating activities:
|
|||
Net loss
|
$ (15.0)
|
$ (10.3)
|
|
Less: Loss from discontinued operations
|
(0.1)
|
(2.1)
|
|
Loss from continuing operations
|
(14.9)
|
(8.2)
|
|
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities from continuing operations:
|
|||
Depreciation and amortization
|
9.6
|
14.2
|
|
Stock‑based compensation
|
1.8
|
1.9
|
|
Change in unused office space accrual
|
0.2
|
-
|
|
Amortization of deferred financing costs
|
1.3
|
1.3
|
|
Amortization of premium on Senior Secured Notes
|
(1.0)
|
(1.0)
|
|
Provision for doubtful accounts
|
0.1
|
0.1
|
|
Changes in assets and liabilities, net of acquisitions:
|
|||
Accounts receivable
|
17.8
|
(9.8)
|
|
Inventoried costs
|
(6.7)
|
6.3
|
|
Prepaid expenses and other assets
|
2.2
|
-
|
|
Accounts payable
|
(13.7)
|
(12.0)
|
|
Accrued compensation
|
(6.3)
|
(4.3)
|
|
Accrued expenses
|
(5.2)
|
(4.7)
|
|
Accrued interest payable
|
15.6
|
15.3
|
|
Billings in excess of costs and earnings on uncompleted contracts
|
(0.1)
|
4.9
|
|
Income tax receivable and payable
|
1.8
|
2.9
|
|
Other liabilities
|
(0.8)
|
(1.8)
|
|
Net cash provided by operating activities from continuing operations
|
1.7
|
5.1
|
|
Investing activities:
|
|||
Cash paid for acquisitions, net of cash acquired
|
(1.6)
|
1.2
|
|
Decrease in restricted cash
|
-
|
0.2
|
|
Capital expenditures
|
(3.1)
|
(3.3)
|
|
Net cash used in investing activities from continuing operations
|
(4.7)
|
(1.9)
|
|
Financing activities:
|
|||
Repayment of debt
|
(0.2)
|
(0.3)
|
|
Other
|
1.6
|
(0.2)
|
|
Net cash (used) provided by financing activities from continuing operations
|
1.4
|
(0.5)
|
|
Net cash flows from continuing operations
|
(1.6)
|
2.7
|
|
Net operating cash flows from discontinued operations
|
(0.5)
|
0.2
|
|
Effect of exchange rate changes on cash and cash equivalents
|
-
|
(0.3)
|
|
Net increase (decrease) in cash and cash equivalents
|
(2.1)
|
2.6
|
|
Cash and cash equivalents at beginning of period
|
55.7
|
49.0
|
|
Cash and cash equivalents at end of period
|
$ 53.6
|
$ 51.6
|
|
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
|
|||
March 30,
|
March 31,
|
||
2014
|
2013
|
||
Loss from continuing operations before taxes
|
$ (12.6)
|
$ (5.4)
|
|
Add: Amortization of intangible assets
|
5.6
|
9.3
|
|
Add: Stock compensation
|
1.8
|
1.9
|
|
Add: Unused office space expense and other
|
0.2
|
-
|
|
Add: Contract design retrofit costs
|
1.0
|
-
|
|
Add: Restructuring and acquisition related items and other
|
1.0
|
0.1
|
|
Adjusted income from continuing operations before income taxes
|
(3.0)
|
5.9
|
|
Estimated cash tax provision
|
0.7
|
0.8
|
|
Adjusted income from continuing operations before acquisition and amortization expenses
|
$ (3.7)
|
$ 5.1
|
|
Diluted income per common share:
|
|||
Adjusted income from continuing operations
|
$ (0.06)
|
$ 0.09
|
|
Weighted average common shares outstanding
|
|||
Diluted
|
57.4
|
56.6
|
|
-end-
|