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8-K - FORM 8-K - Willbros Group, Inc.\NEW\d333868d8k.htm

Exhibit 99.1

 

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FOR IMMEDIATE RELEASE

Willbros Reports Results from Continuing Operations for the Fourth Quarter and 2011 and Filing of Annual Report on Form 10-K

 

   

DOJ monitorship ended and all charges dismissed

 

   

Twelve month backlog at December 31, 2011 of $865 million

 

   

Total backlog at December 31, 2011 of $2.2 billion

HOUSTON, TX, APRIL 9, 2012 — Willbros Group, Inc. (NYSE: WG) announced today results from continuing operations for the fourth quarter and full year 2011. The Company recorded a net loss from continuing operations in the fourth quarter of $53.7 million, or $1.13 per share, on revenue of $404.5 million. Contributing to the fourth quarter loss was an after-tax impairment charge of $29.7 million related to goodwill carried in the Upstream Oil and Gas and Downstream Oil and Gas operating segments in addition to the normal seasonality of the business model. Fourth quarter results were also negatively impacted by $4.6 million in tax expense related to the repatriation of foreign earnings and profits. Excluding the impact of the non-cash impairment charge and the taxes on the repatriation of foreign profits, the fourth quarter result would have been a net loss from continuing operations of approximately $19.4 million, or $0.41 per share(1).

For the fourth quarter of 2011, the operating loss was $11.0 million compared to $21.1 million in the fourth quarter of 2010, excluding the impact of the non-cash goodwill impairment charges in both years(1). (These are non-GAAP financial measures, and schedules for the GAAP to non-GAAP adjustment reconciliations in this press release are provided in the accompanying schedules). The operating improvement in the fourth quarter was attributed to better performance in the Upstream Oil & Gas segment in the United States and Canada and increased resource utilization in the Utility T&D segment. This improvement was partially offset by lower revenue and income in the Downstream Oil & Gas segment.

Results for the Second and Third Quarters of 2011 Restated

The results announced today are consistent with the selected preliminary estimated unaudited results from continuing operations for the fourth quarter and full year 2011 announced by the Company on April 2, 2012. During the preparation of the consolidated financial statements for the year ended December 31, 2011, the Company identified certain accounting errors in its unaudited condensed consolidated financial statements for the quarterly periods ended June 30 and September 30, 2011, which were included in the Company’s Quarterly Reports on Form 10-Q for such periods, and as a result such financial statements should no longer be relied upon. The Company has included restated financial information for such periods in its Annual Report on Form 10-K for the year ended December 31, 2011, filed today.

 

WILLBROS      

1 of 5

CONTACT:

A Good Job On Time   

Michael W. Collier

Vice President Investor Relations

Sales & Marketing

Willbros

713-403-8038

  

Connie Dever

Director Strategic Planning

Willbros

713-403-8035


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The Company identified errors in its accounting for the goodwill impairment charge recorded in the Utility T&D segment, which resulted in the understatement of pre-tax loss by approximately $9.2 million for the quarterly period ended September 30, 2011. Net loss was understated by approximately $21.0 million for the quarterly period ended September 30, 2011. These errors were attributed to the lack of recognition of a valuation allowance against the Company’s deferred income taxes of approximately $16.8 million as well as the increased goodwill impairment charge of $4.7 million (net of tax). These errors were partially offset by an understatement of income tax benefit attributable to errors in the Company’s calculation and accounting for income taxes.

The Company further identified errors in the Company’s calculation and accounting for income taxes which resulted in the overstatement of net loss by approximately $0.9 million for the quarterly period ended June 30, 2011.

Such errors do not have any impact on the Company’s liquidity and operating cash flow. In addition, these errors do not impact the Company’s compliance with the Maximum Leverage Ratio or other financial covenants under the Company’s Credit Agreement.

Recent Developments

U. S. Department of Justice (“DOJ”) Monitorship and Deferred Prosecution Agreement (“DPA”) Willbros announced that in connection with the Company’s completion of the requirements of the DPA and expiration of the term of the monitorship, on March 30, 2012, the DOJ filed a motion to dismiss the criminal charges filed previously against the Company stemming from legacy issues in Nigeria and South America in 2005 and prior years, which led to the DPA. On April 2, 2012, a district judge for the United States District Court in Houston signed an order of dismissal of all charges, with prejudice. The Company may no longer be prosecuted for those charges. Randy Harl commented, “We are pleased to have successfully completed the requirements of the DPA and the monitorship. Willbros is committed to compliance with the law and we have instituted values and processes that we believe will prevent any future FCPA-related incidents.”

Outlook

Willbros expects continued expansion of its operations in the Canadian oil sands and expressed confidence that it could fully replace the revenue opportunities lost with the exit from its cross-country pipeline construction in Canada. In the United States, the Company is seeing increased inquiries for fabrication and manufacturing services, and manpower levels in both its upstream and downstream engineering units have grown in the past 12 months, a leading indicator for increased future construction activity. The Company also expects continued growth in the mid-stream markets for field gathering, processing, terminal and small diameter pipeline projects. During the first quarter, the Company recognized higher than anticipated demand for its regional service offerings, and it believes this level of activity will continue throughout the year. In the Utility T&D segment, the Company expects to continue the present level of activity in transmission construction and believes the distribution, maintenance and construction markets have begun to rebound, related to an improvement in housing starts.

 

WILLBROS      

2 of 5

CONTACT:

A Good Job On Time   

Michael W. Collier

Vice President Investor Relations

Sales & Marketing

Willbros

713-403-8038

  

Connie Dever

Director Strategic Planning

Willbros

713-403-8035


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Backlog(3)

At December 31, 2011, Willbros reported backlog from continuing operations of $2.2 billion compared to $2.2 billion at September 30, 2011 and $1.9 billion at December 31, 2010. Twelve month backlog was $865.1 million at December 31, 2011 compared to $869.8 at September 30, 2011.

Full Year 2011 Results

For the full year 2011, Willbros reported a net loss from continuing operations of $205.5 million, or $4.33 per share, on revenue of $1.6 billion. Full year results were impacted by two non-cash, after-tax charges: (1) a $143.0 million goodwill impairment charge related to all three operating segments partially offset by (2) a $10.0 million reduction in the fair value of the contingent earnout liability associated with the acquisition of InfrastruX. The Company also incurred an increase in estimated taxes of $6.5 million associated with the repatriation of foreign profits. Excluding these three items, full year 2011 results would have been a net loss from continuing operations of approximately $65.9 million, or $1.39 per share(1). Additionally, the full year net loss was negatively impacted by an after tax charge of $6.6 million, or $0.14 per share, associated with the pre-payments of $123.4 million on our term loan, as well as an after tax charge of $5.1 million, or $0.11 per share, related to the settlement of a project dispute incurred during the second quarter of 2011.

Segment Operating Results

Upstream

For the fourth quarter of 2011, the Upstream segment reported an operating loss (exclusive of goodwill impairment) of $1.1 million(1) on revenue of $183.4 million. Fourth quarter results were impacted by normal seasonal patterns in the U.S. large diameter pipeline construction market. The results are an improvement over the $11.3 million loss on revenue of $133.2 million in the comparable period in 2010 due to improved performance in the oil sands in Canada and the success of our regional expansion in the United States. For the full year, Upstream reported operating income (exclusive of goodwill impairment) of $7.0 million(1) on revenue of $762.7 million. Operating income for 2011 was negatively impacted by an $8.2 million non-cash charge related to the settlement of a project dispute incurred during the second quarter of 2011.

Downstream

For the fourth quarter of 2011, the Downstream segment reported an operating loss (exclusive of goodwill impairment) of $3.8 million(1) on revenue of $62.8 million. For the full year, Downstream reported an operating loss (exclusive of goodwill impairment) of $16.4 million(1) on revenue of $228.2 million. The Downstream segment in 2011 was primarily impacted by curtailment of customer spending for small capital and maintenance projects in the refining sector, resulting in a revenue decline of $72.9 million or 24.2 percent.

 

WILLBROS      

3 of 5

CONTACT:

A Good Job On Time   

Michael W. Collier

Vice President Investor Relations

Sales & Marketing

Willbros

713-403-8038

  

Connie Dever

Director Strategic Planning

Willbros

713-403-8035


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Utility T&D

For the fourth quarter of 2011, the Utility T&D segment reported an operating loss of $6.0 million on revenue of $158.4 million. Fourth quarter results improved relative to the same period in 2010 due to higher utilization of resources on transmission construction projects in Texas. For the full year, Utility T&D reported an operating loss (exclusive of goodwill impairment) of $6.7 million(1) on revenue of $624.1 million, which is a substantial improvement from the results experienced in 2010.

Liquidity

At December 31, 2011, the Company had $58.7 million of cash and cash equivalents and access to $25.0 million in cash under the revolver included in its Credit Facility. As part of the March 4, 2011 amendment to its Credit Facility, the Company agreed to limit its cash borrowings to $25.0 million plus amounts to pay the 6.5% Senior Notes that mature in December 2012 and $59.4 million paid to the 2.75% Senior Notes holders when they exercised their put rights in the first quarter of 2011. The $25.0 million borrowing restriction will be lifted when the Company’s total leverage ratio, as defined, reaches 3.0 to 1.0, or less.

In the fourth quarter of 2011, the Company utilized the proceeds from the sale of its non-strategic InterCon subsidiary and $10 million in cash to further reduce its term loan by $28.7 million. For the year, the Company made payments of $123.4 million against its term loan, exceeding its 2011 objective of $50 to $100 million. In the first quarter of 2012, the Company has paid an additional $30 million against its term loan. The Company’s estimated bank balance at March 30, 2012 was approximately $60.0 million.

Guidance

Van Welch, Willbros Chief Financial Officer, provided expectations for 2012, “We have seen a meaningful improvement in our year-over-year fourth quarter results as we have diminished the impact of seasonality on our business model. We anticipate our first quarter results to also register a significant operating improvement versus the first quarter of 2011. In 2012, we expect annual revenue to range from $1.7 to $1.9 billion, positive operating income in all three segments and additional debt reduction of approximately $50.0 to $100.0 million by the end of the year. Our approved capital expenditure budget for 2012 is $28.3 million, but capital spending is expected to be a function of future work commitments.”

Willbros Group, Inc. is an independent contractor serving the oil, gas, power, refining and petrochemical industries, providing engineering, construction, turnaround, maintenance, life-cycle extension services and facilities development and operations services to industry and government entities worldwide. For more information on Willbros, please visit our web site at www.willbros.com.

This announcement contains forward-looking statements. All statements, other than statements of historical facts, which address activities, events or developments the Company expects or anticipates will or may occur in the future, are forward-looking statements. A number of risks and uncertainties could cause actual results to differ materially from these statements, including the potential for additional investigations and lawsuits; disruptions to the global credit markets; the untimely filing of financial statements;

 

WILLBROS      

4 of 5

CONTACT:

A Good Job On Time   

Michael W. Collier

Vice President Investor Relations

Sales & Marketing

Willbros

713-403-8038

  

Connie Dever

Director Strategic Planning

Willbros

713-403-8035


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the global economic downturn; fines and penalties by government agencies; new legislation or regulations detrimental to the economic operation of refining capacity in the United States; the identification of one or more other issues that require restatement of one or more prior period financial statements; contract and billing disputes; the integration and operation of InfrastruX; the consequences the Company may encounter if it is unable to make payments required of it pursuant to its settlement agreement of the West Africa Gas Pipeline Company Limited lawsuit; the existence of material weaknesses in internal control over financial reporting; availability of quality management; availability and terms of capital; changes in, or the failure to comply with, government regulations; ability to remain in compliance with, or obtain wanivers under, the Company’s loan agreements and indentures; the promulgation, application, and interpretation of environmental laws and regulations; future E&P capital expenditures; oil, gas, gas liquids, and power prices and demand; the amount and location of planned pipelines; poor refinery crack spreads; delay of planned refinery outages and upgrades; the effective tax rate of the different countries where the Company performs work; development trends of the oil, gas, power, refining and petrochemical industries; and changes in the political and economic environment of the countries in which the Company has operations; as well as other risk factors described from time to time in the Company’s documents and reports filed with the SEC. The Company assumes no obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

TABLE TO FOLLOW

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WILLBROS      

5 of 5

CONTACT:

A Good Job On Time   

Michael W. Collier

Vice President Investor Relations

Sales & Marketing

Willbros

713-403-8038

  

Connie Dever

Director Strategic Planning

Willbros

713-403-8035


WILLBROS GROUP, INC.

(In thousands, except per share amounts)

 

     Three Months Ended     Year Ended  
     December 31,     December 31,  
     2011     2010     2011     2010  

Reconciliation of Non-GAAP Financial Measures
Operating loss from continuing operations before special items (1)

        

Operating loss

   $ (45,988   $ (69,107   $ (184,722   $ (20,841

Goodwill impairment

     35,032        48,000        178,575        60,000   

Changes in fair value of contingent earnout liability

     —          —          (10,000     (45,340
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss from continuing operations before special items

   $ (10,956   $ (21,107   $ (16,147   $ (6,181
  

 

 

   

 

 

   

 

 

   

 

 

 

Upstream O&G operating income (loss) from continuing operations before special items (1)

        

Operating income (loss)

   $ (22,423   $ (11,255   $ (14,241   $ 35,867   

Goodwill impairment

     21,278        —          21,278        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss) from continuing operations before special items

   $ (1,145   $ (11,255   $ 7,037      $ 35,867   
  

 

 

   

 

 

   

 

 

   

 

 

 

Downstream O&G operating loss from continuing operations before special items (1)

        

Operating loss

   $ (17,551   $ (48,251   $ (30,195   $ (75,320

Goodwill impairment

     13,754        48,000        13,754        60,000   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss from continuing operations before special items

   $ (3,797   $ (251   $ (16,441   $ (15,320
  

 

 

   

 

 

   

 

 

   

 

 

 

Utility T&D operating loss from continuing operations before special items (1)

        

Operating loss

   $ (6,014   $ (9,601   $ (150,286   $ (26,728

Goodwill impairment

     —          —          143,543        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss from continuing operations before special items

   $ (6,014   $ (9,601   $ (6,743   $ (26,728
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss from continuing operations before special items (1)

        

Net loss from continuing operations

   $ (53,707   $ (54,103   $ (205,475   $ (17,028

Goodwill impairment, net of tax

     29,682        28,800        142,981        36,000   

Repatriation of foreign profit taxes

     4,595        —          6,550        —     

Changes in fair value of contingent earnout liability

     —          —          (10,000     (45,340
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss from continuing operations before special items

   $ (19,430   $ (25,303   $ (65,944   $ (26,368
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss from continuing operations applicable to common shares (numerator for dilute calculation) before special items (1)

        

Net loss, continuing operations

   $ (53,707   $ (54,103   $ (205,475   $ (17,028

Net loss, continuing operations before special items

   $ (19,430   $ (25,303   $ (65,944   $ (26,368

Diluted loss per share before special items (1)

        

Continuing operations

   $ (1.13   $ (1.15   $ (4.33   $ (0.40

Loss per share before special items

   $ (0.41   $ (0.54   $ (1.39   $ (0.61

Fully Diluted Shares

        

Diluted shares as reported

     47,616        47,100        47,476        43,014   

Diluted shares before special items

     47,616        47,100        47,476        43,014   

Adjusted EBITDA from continuing operations (2)

        

Loss from continuing operations attributable to Willbros Group, Inc.

   $ (53,707   $ (54,103   $ (205,475   $ (17,028

Interest expense, net

     8,842        11,593        45,117        27,677   

Provision (benefit) for income taxes

     (3,766     (26,718     (32,293     (31,048

Goodwill impairment

     35,032        48,000        178,575        60,000   

Depreciation and amortization

     13,430        17,272        59,995        48,908   

Changes in fair value of contingent earnout liability

     —          —          (10,000     (45,340

DOJ monitor cost

     502        414        3,567        4,002   

Stock based compensation

     2,316        1,749        9,724        7,957   

Restructuring and reorganization costs

     30        3,073        105        3,771   

Acquisition related costs

     —          143        —          10,055   

Gains on sales of equipment

     (389     (1,755     (5,404     (2,364

Noncontrolling interest

     317        305        1,195        1,207   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA from continuing operations (2)

   $ 2,607      $ (27   $ 45,106      $ 67,797   
  

 

 

   

 

 

   

 

 

   

 

 

 

Statement of Operations Data
Contract revenue

        

Upstream O&G

   $ 183,362      $ 133,166      $ 762,737      $ 585,797   

Downstream O&G

     62,826        98,210        228,203        301,104   

Utility T&D

     158,353        121,251        624,100        238,171   
  

 

 

   

 

 

   

 

 

   

 

 

 
     404,541        352,627        1,615,040        1,125,072   

Operating expenses

        

Upstream O&G

     205,785        144,421        776,978        549,930   

Downstream O&G

     80,377        146,461        258,398        376,424   

Utility T&D

     164,367        130,852        774,386        264,899   
  

 

 

   

 

 

   

 

 

   

 

 

 
     450,529        421,734        1,809,762        1,191,253   

Operating income (loss)

        

Upstream O&G

     (22,423     (11,255     (14,241     35,867   

Downstream O&G

     (17,551     (48,251     (30,195     (75,320

Utility T&D

     (6,014     (9,601     (150,286     (26,728

Changes in fair value of contingent earnout liability

     —          —          10,000        45,340   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (45,988     (69,107     (184,722     (20,841

Other expense

        

Interest expense, net

     (8,842     (11,593     (45,117     (27,677

Loss on early extinguishment of debt

     (2,180     —          (6,304     —     

Other, net

     (146     184        (430     1,649   
  

 

 

   

 

 

   

 

 

   

 

 

 
     (11,168     (11,409     (51,851     (26,028
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (57,156     (80,516     (236,573     (46,869

Provision (benefit) for income taxes

     (3,766     (26,718     (32,293     (31,048
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (53,390     (53,798     (204,280     (15,821

Loss from discontinued operations net of provision for income taxes

     (60,659     (13,666     (88,541     (20,008
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (114,049     (67,464     (292,821     (35,829

Less: Income attributable to noncontrolling interest

     (317     (305     (1,195     (1,207
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Willbros Group, Inc.

   $ (114,366   $ (67,769   $ (294,016   $ (37,036
  

 

 

   

 

 

   

 

 

   

 

 

 

Reconciliation of net income (loss) attributable to Willbros Group, Inc.

        

Loss from continuing operations

   $ (53,707   $ (54,103   $ (205,475   $ (17,028

Loss from discontinued operations

     (60,659     (13,666     (88,541     (20,008
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Willbros Group, Inc.

   $ (114,366   $ (67,769   $ (294,016   $ (37,036
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic income (loss) per share attributable to Company shareholders:

        

Continuing operations

   $ (1.13   $ (1.15   $ (4.33   $ (0.40

Discontinued operations

   $ (1.27   $ (0.29   $ (1.86   $ (0.47
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (2.40   $ (1.44   $ (6.19   $ (0.87
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted income (loss) per share attributable to Company shareholders:

        

Continuing operations

   $ (1.13   $ (1.15   $ (4.33   $ (0.40

Discontinued operations

   $ (1.27   $ (0.29     (1.86   $ (0.47
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (2.40   $ (1.44   $ (6.19   $ (0.87
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash Flow Data

        

Continuing operations

        

Cash provided by (used in)

        

Operating activities

   $ 8,052      $ 38,975      $ 47,850      $ 40,355   

Investing activities

     18,069        12,387        50,637        (404,460

Financing activities

     (31,503     (8,995     (147,291     298,002   

Foreign exchange effects

     (196     1,622        (449     2,402   

Discontinued operations

     (5,181     (3,685     (28,403     6,118   

Other Data (Continuing Operations)

        

Weighted average shares outstanding

        

Basic

     47,616        47,100        47,476        43,014   

Diluted

     47,616        47,100        47,476        43,014   

Adjusted EBITDA from continuing operations(2)

   $ 2,607      $ (27   $ 45,106      $ 67,797   

Capital expenditures

     1,623        3,568        10,864        16,121   


     12/31/2011      9/30/2011      6/30/2011      3/31/2011  

Balance Sheet Data

           

Cash and cash equivalents

   $ 58,686       $ 68,600       $ 93,667       $ 68,264   

Working capital

     172,470         251,320         248,293         274,241   

Total assets

     861,771         1,008,967         1,180,837         1,253,586   

Total debt

     268,794         297,097         317,883         355,210   

Stockholders’ equity

     231,578         342,869         479,275         480,813   

Backlog Data (3)

           

Total By Reporting Segment

           

Upstream O&G

   $ 622,396       $ 545,518       $ 627,075       $ 645,263   

Downstream O&G

     151,069         159,919         105,466         116,561   

Utility T&D

     1,398,752         1,477,599         1,530,773         1,349,849   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Backlog

   $ 2,172,217       $ 2,183,036       $ 2,263,314       $ 2,111,673   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Backlog By Geographic Area

           

North America

   $ 2,028,336       $ 2,129,932       $ 2,230,503       $ 2,073,055   

Middle East & North Africa

     135,698         44,243         28,462         37,796   

Other International

     8,183         8,862         4,349         822   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Backlog

   $ 2,172,217       $ 2,183,037       $ 2,263,314       $ 2,111,673   
  

 

 

    

 

 

    

 

 

    

 

 

 

12 Month Backlog

   $ 865,124       $ 869,759       $ 904,392       $ 946,812   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Operating loss and net loss from continuing operations before special items, non-GAAP financial measures, excludes special items that management believes affect the comparison of results for the periods presented. Management also believes results excluding these items are more comparable to estimates provided by securities analysts and therefore are useful in evaluating operational trends of the Company and its performance relative to other engineering and construction companies.
(2) Adjusted EBITDA from continuing operations is defined as income (loss) from continuing operations before interest expense, income tax expense (benefit) and depreciation and amortization, adjusted for items broadly consisting of selected items which management does not consider representative of our ongoing operations and certain non-cash items of the Company. These adjustments are included in various performance metrics under our credit facilities and other financing arrangements. Management uses Adjusted EBITDA from continuing operations as a supplemental performance measure for comparing normalized operating results with corresponding historical periods and with the operational performance of other companies in our industry and for presentations made to analysts, investment banks and other members of the financial community who use this information in order to make investment decisions about us.

Adjusted EBITDA from continuing operations is not a financial measurement recognized under U.S. generally accepted accounting principles, or U.S. GAAP. When analyzing our operating performance, investors should use Adjusted EBITDA from continuing operations in addition to, and not as an alternative for, net income, operating income, or any other performance measure derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. Because all companies do not use identical calculations, our presentation of Adjusted EBITDA from continuing operations may be different from similarly titled measures of other companies.

(3) Backlog is anticipated contract revenue from uncompleted portions of existing contracts and contracts whose award is reasonably assured. Master Service Agreement (“MSA”) backlog is estimated for the remaining term of the contract. MSA backlog is determined based on historical trends inherent in the MSAs, factoring in seasonal demand and projecting customer needs based on ongoing communications.