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8-K - 8-K - Engility Holdings, Inc.egl8-k15q4.htm
Exhibit 99.1

___________________________________________________________________

Engility Reports Fourth Quarter and Full Year 2015 Results

Fiscal year 2015 revenue of $2.1 billion and adjusted diluted EPS of $2.24
Fourth quarter 2015 revenue of $537 million and adjusted diluted EPS of $0.66
Fourth quarter 2015 DSO of 56 days compared to 74 days in the prior year period
Company reiterates fiscal year 2016 guidance
Appointment of Lynn Dugle as CEO effective March 21, 2016; John Hynes promoted to President and Chief Operating Officer, effective February 29, 2016


CHANTILLY, VA - March 3, 2016, Engility Holdings, Inc. (NYSE: EGL) today announced financial results for the fourth quarter and full year ended December 31, 2015.
Fourth Quarter 2015 Results
Total revenue for the fourth quarter of 2015 was $537 million. GAAP operating loss was $262 million. GAAP net loss attributable to Engility was $239 million, or $6.53 per diluted share. Both GAAP operating loss and net loss reflect a $292 million non-cash goodwill impairment charge.
Adjusted operating income was $54 million and adjusted operating margin was 10.0%. Adjusted net income attributable to Engility was $25 million, or $0.66 per diluted share. Adjusted EBITDA was $61 million and adjusted EBITDA margin was 11.4%.
Engility's adjusted results for net income, operating margin and EBITDA exclude a non-cash goodwill impairment charge of $292 million, $12 million of acquisition and integration costs, and $2 million in legal and settlement costs. Adjusted operating margin and adjusted net income also exclude $10 million of amortization of intangible asset expenses associated with the TASC and DRC acquisitions. Information about the Company's use of non-GAAP financial information is provided below under “Non-GAAP Measures.”
Fiscal Year 2015 Results
For fiscal year 2015, total revenue was $2.1 billion and GAAP operating loss was $189 million. GAAP net loss attributable to Engility was $235 million, or $7.02 per share. Both GAAP operating income and net income reflect a $292 million goodwill impairment charge.
Adjusted operating income for fiscal year 2015 was $187 million and adjusted operating margin was 9.0%. Adjusted net income attributable to Engility was $76 million, or $2.24 per diluted share. Adjusted EBITDA was $211 million and adjusted EBITDA margin was 10.1%.
Engility's adjusted results for net income, operating margin and EBITDA exclude a non-cash goodwill impairment charge of $292 million, $45 million of acquisition and integration costs, and $3 million in legal and settlement costs. Adjusted operating margin and adjusted net income also exclude $36 million of amortization of intangible asset expenses associated with the TASC and DRC acquisitions. In addition, adjusted net income excludes $5 million of bank fees previously capitalized and included in interest expense. As noted above, information about our use of non-GAAP financial information is provided below under “Non-GAAP Measures”.
President and COO Commentary
“2015 marked a year when we executed against our strategic plan and transformed our business,” said John Hynes, President and Chief Operating Officer of Engility. “Through the acquisition and successful integration of TASC, we have gained significant scale, shifted the mix of our business toward more stable and higher growth sectors and expanded our addressable market to include intelligence and space. We also continued to provide exceptional service to our customers and as a result received strong contract award fee scores.”
“As we look forward, we believe we will benefit from the stabilization in our market due to the Federal Government’s two-year budget agreement, the recent improvements we have made to our internal business development processes, and the additional capture and strategic pricing resources we recently hired,” continued Hynes. “Under the leadership of our incoming Chief




Executive Officer, Lynn Dugle, we believe these factors, combined with our increased investments in growth-related initiatives and the anticipated decline in the runoff of our legacy contracts, will drive organic revenue growth in 2017 and beyond.”
Key Performance Indicators
Book-to-bill ratio for the fourth quarter of 2015 was 0.5x on contract awards of $272 million. For fiscal year 2015, the book-to-bill ratio was 0.8x on contract awards of $1.6 billion.
Book-to-bill ratio for the fourth quarter of 2015 was 1.0x on funded orders of $518 million. For fiscal year 2015, the book-to-bill ratio was 0.9x on funded orders of $2.0 billion.
Funded backlog was $784 million in the fourth quarter of 2015 compared with $602 million in the fourth quarter of 2014.
Days sales outstanding (DSO) at the end of 2015, net of advanced payments, was 56 days, compared to 74 days at the end of 2014.
Cash flow from operations was $(12) million for the fourth quarter of 2015 and $48 million for fiscal year 2015.
During the fourth quarter of 2015, the Company made voluntary debt prepayments of approximately $25 million. The total voluntary prepayment amount for fiscal year 2015 was $60 million.
Fiscal Year 2016 Guidance
The Company is reiterating the fiscal year 2016 guidance it issued on January 21, 2016. The table below summarizes the Company’s fiscal year 2016 guidance.
 
 
Fiscal Year 2016 Guidance
Revenue
 
$2.0 billion - $2.15 billion
GAAP Diluted EPS (1)
 
$0.03 - $0.18
Adjusted Diluted EPS (1)
 
$1.00 - $1.15
Adjusted EBITDA (1)
 
$180 million - $190 million
GAAP operating cash flow
 
$105 million - $115 million

(1) 2016 GAAP and adjusted diluted EPS guidance assumes weighted-average outstanding shares of approximately 37 million. GAAP diluted EPS assumes a full-year effective tax rate of 25 percent. Adjusted diluted EPS assumes total cash tax payments of approximately $1 million. The adjusted diluted EPS and adjusted EBITDA guidance excludes approximately $33 million of amortization of acquired intangible assets, and deal and integration costs associated with the TASC acquisition.
 
Management Changes
On March 1, 2016, the Board of Directors of Engility announced the appointment of Lynn Dugle as the company’s Chief Executive Officer, effective March 21, 2016. John Hynes, Engility’s Executive Vice President and Chief Operating Officer, was promoted to President and Chief Operating Officer, effective February 29, 2016.
Non-GAAP Measures
The tables under "Engility Holdings, Inc. Reconciliation of Non-GAAP Measures" present Adjusted Operating Income, Adjusted Operating Margin, Earnings before Interest, Taxes, Depreciation, and Amortization (EBITDA), Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Diluted EPS, reconciled to their most directly comparable GAAP measure. These financial measures are calculated and presented on the basis of methodologies other than in accordance with U.S. generally accepted accounting principles ("Non-GAAP Measures"). Engility has provided these Non-GAAP Measures to adjust for, among other things, the impact of transaction and integration costs and amortization expenses related to our acquisitions of TASC and DRC, as well as restructuring and legal and settlement costs. These items have been adjusted because they are not considered core to the Company’s business or otherwise not considered operational or because these charges are non-cash or non-recurring. The Company presents these Non-GAAP Measures because management believes that they are meaningful to understanding Engility’s performance during the periods presented and the Company’s ongoing business. Non-GAAP Measures are not prepared in accordance with GAAP and therefore are not necessarily comparable to similarly titled metrics or the financial results of other companies. These Non-GAAP Measures should be considered a supplement to, not a substitute for, or superior to, the corresponding financial measures calculated in accordance with GAAP.






Conference Call Information
Engility will host a conference call at 8 a.m. Eastern Time on March 3, 2016 (today), to discuss the financial results for its fourth quarter and full year 2015.
Listeners may access a webcast of the live conference call from the Investor Relations section of the company's website at http://www.EngilityCorp.com. Listeners also may access a slide presentation on the website which summarizes the Company’s 2015 fourth quarter and fiscal year results. Listeners should go to the website at least 15 minutes before the live event to download and install any necessary audio software.
Listeners also may participate in the conference call by dialing (866) 300-6036 (U.S. dial-in) or (412) 455-6216 (international dial-in) and the pass code is 36531392.
A replay will be available on the company's website approximately two hours after the conference call and continuing for one year. A telephonic replay also will be available through March 10, 2016 at (855) 859-2056 (domestic) or (404) 537-3406 (international) and entering pass code 36531392.
About Engility
Engility (NYSE: EGL) is engineered to make a difference. Built on five decades of heritage, Engility is a leading provider of integrated solutions and services for the U.S. government, supporting customers throughout defense, intelligence, space, federal civilian and international communities. Engility delivers world-class performance, efficiency and best value in a broad range of services from global security to information security, and international development to research and development. Headquartered in Chantilly, Virginia, and with offices around the world, Engility draws upon its intimate understanding of customer needs, deep domain expertise, and skilled team to develop and deliver on-target solutions for critical missions. To learn more about Engility, please visit www.engilitycorp.com and connect with us on Facebook, LinkedIn and Twitter.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Engility’s future prospects, projected financial results, estimated integration costs and acquisition related amortization expenses, business plans, as well as the TASC transaction and its expected benefits and the timing of such benefits. Words such as "may," "will," "should," "likely," "anticipates," "expects," "intends," "plans," "projects," "believes," "estimates" and similar expressions are also used to identify these forward-looking statements. These statements are based on the current beliefs and expectations of Engility’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause Engility’s actual results to differ materially from those described in the forward-looking statements can be found under the heading "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2014, and more recent documents that have been filed with the Securities and Exchange Commission (SEC) and are available on the investor relations section of Engility’s website (http://www.engilitycorp.com) and on the SEC’s website (www.sec.gov). Forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, historical information should not be considered as an indicator of future performance.

Media:                                Investor Relations:
Eric Ruff                            Dave Spille
Engility Holdings, Inc.                        Engility Holdings, Inc.
(703) 375-6463                            (703) 375-4221
eric.ruff@engilitycorp.com                     dave.spille@engilitycorp.com







ENGILITY HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

 
Three Months Ended
 
Twelve Months Ended
 
December 31, 2015
 
December 31, 2014
 
Change
 
December 31, 2015
 
December 31, 2014
 
Change
Revenue
$
537,022

 
$
319,516

 
$
217,506

 
$
2,085,623

 
$
1,367,091

 
$
718,532

Costs and expenses
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
463,227

 
272,167

 
191,060

 
1,779,709

 
1,169,281

 
610,428

Selling, general and administrative expenses
43,769

 
33,993

 
9,776

 
203,262

 
114,890

 
88,372

Goodwill impairment charge
292,100

 

 
292,100

 
292,100

 

 
292,100

Total costs and expenses
799,096

 
306,160

 
492,936

 
2,275,071

 
1,284,171

 
990,900

Operating income (loss)
(262,074
)
 
13,356

 
(275,430
)
 
(189,448
)
 
82,920

 
(272,368
)
Interest expense, net
29,554

 
3,261

 
26,293

 
110,143

 
12,799

 
97,344

Other income, net
1,241

 
546

 
695

 
1,285

 
526

 
759

Income (loss) before income taxes
(290,387
)
 
10,641

 
(301,028
)
 
(298,306
)
 
70,647

 
(368,953
)
Provision (benefit) for income taxes
(52,405
)

7,183

 
(59,588
)
 
(68,067
)

30,637

 
(98,704
)
Net income (loss)
(237,982
)
 
3,458

 
(241,440
)
 
(230,239
)
 
40,010

 
(270,249
)
Less: Net income attributable to non-controlling interest
749


972

 
(223
)
 
5,113


4,587

 
526

Net income (loss) attributable to Engility
$
(238,731
)

$
2,486

 
$
(241,217
)
 
$
(235,352
)

$
35,423

 
$
(270,775
)
 
 
 
 
 
 
 
 
 
 
 
 
Earnings (loss) per share attributable to Engility
 
 
 
 
 
 
 
 
 
 
 
Basic
$
(6.53
)
 
$
0.14

 
$
(6.67
)
 
$
(7.02
)
 
$
2.07

 
$
(9.09
)
Diluted
$
(6.53
)
 
$
0.14

 
$
(6.67
)
 
$
(7.02
)
 
$
1.97

 
$
(8.99
)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding
 
 
 
 
 
 
 
 
 
 
 
Basic
36,565

 
17,163

 
 
 
33,536

 
17,100

 
 
Diluted
36,565


18,090

 
 
 
33,536


18,018

 
 






ENGILITY HOLDINGS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands)

 
As of
 
December 31, 2015
 
December 31, 2014
Assets:
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
30,022

 
$
7,123

Receivables, net
381,760

 
286,403

Prepaid and deferred income taxes, current, net
5,003

 
296

Other current assets
24,655

 
27,488

Total current assets
441,440

 
321,310

Property, plant and equipment, net
44,120

 
19,839

Goodwill
1,093,178

 
644,554

Identifiable intangible assets, net
436,627

 
123,549

Deferred tax assets
235,397

 
4,793

Other assets
24,207

 
8,591

Total assets
$
2,274,969

 
$
1,122,636

Liabilities and Equity:
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
8,447

 
$
13,750

Accounts payable, trade
54,345

 
49,121

Accrued employment costs
81,711

 
47,824

Accrued expenses
82,765

 
71,582

Advance payments and billings in excess of costs incurred
49,205

 
22,300

Deferred income taxes, current and income taxes liabilities
695

 
9,810

Other current liabilities
36,293

 
21,098

Total current liabilities
313,461

 
235,485

Long-term debt
1,115,025

 
279,500

Income tax liabilities
68,000

 
79,713

Other liabilities
72,350

 
51,185

Total liabilities
1,568,836

 
645,883

Equity:
 
 
 
Preferred stock, par value $0.01 per share, 25,000 shares authorized, none issued or outstanding as of December 31, 2015 or 2014

 

Common stock, par value $0.01 per share, 175,000 shares authorized, 36,735 and 17,592 shares issued and outstanding as of December 31, 2015 and 2014, respectively
368

 
176

Additional paid in capital
1,231,584

 
770,764

Accumulated deficit
(530,895
)
 
(295,543
)
Accumulated other comprehensive loss
(7,229
)
 
(9,018
)
Non-controlling interest
12,305

 
10,374

Total equity
706,133

 
476,753

Total liabilities and equity
$
2,274,969

 
$
1,122,636








ENGILITY HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

 
Twelve Months Ended
 
December 31, 2015
 
December 31, 2014
Operating activities:
 
 
 
Net income (loss)
$
(230,239
)
 
$
40,010

Goodwill impairment charge
292,100

 

Share-based compensation
9,297

 
8,830

Depreciation and amortization
58,435

 
20,953

Loss on disposal of property, plant and equipment
3,413

 

Bad debt expense
7,346

 

Amortization of bank debt fees
13,339

 
1,634

Deferred income tax benefit
(37,487
)
 
(1,355
)
Changes in operating assets and liabilities, excluding acquired amounts:
 
 
 
Receivables
46,338

 
43,115

Other current assets
26,553

 
4,611

Accounts payable, trade
(33,570
)
 
5,399

Accrued employment costs
(58,467
)
 
(18,603
)
Accrued expenses
(22,204
)
 
3,004

Advance payments and billings in excess of costs incurred
8,901

 
2,904

Other liabilities
(35,337
)
 
(8,143
)
Net cash provided by operating activities
48,418

 
102,359

Investing activities:
 
 
 
Purchase of business, net of cash acquired
25,478

 
(207,250
)
Capital expenditures
(19,610
)
 
(5,436
)
Net cash provided by (used in) investing activities
5,868

 
(212,686
)
Financing activities:
 
 
 
Gross borrowings from issuance of long-term debt
585,000

 
75,000

Repayments of long-term debt
(403,674
)
 
(13,750
)
Gross borrowings from revolving credit facility
157,000

 
482,500

Repayments of revolving credit facility
(115,000
)
 
(448,000
)
Debt issuance costs
(42,425
)
 
(1,131
)
Equity issuance costs
(2,590
)


Proceeds from share-based payment arrangements
279

 
1,479

Excess tax deduction on share-based payment arrangements
(8,021
)
 
(2,371
)
Payment of employee withholding taxes on share-based compensation
5,530

 
1,707

Dividends paid
(204,304
)
 

Distributions to non-controlling interest member
(3,182
)
 
(6,987
)
Net cash (used in) provided by financing activities
(31,387
)
 
88,447

Net increase (decrease) in cash and cash equivalents
22,899

 
(21,880
)
Cash and cash equivalents, beginning of the year
7,123

 
29,003

Cash and cash equivalents, end of the year
$
30,022

 
$
7,123








ENGILITY HOLDINGS, INC.
RECONCILIATION OF NON-GAAP MEASURES

The following tables set forth a reconciliation of each of these Non-GAAP Measures to the most directly comparable GAAP measure for the periods presented.
Adjusted Operating Income and Adjusted Operating Margin
(dollars in thousands)
 
Three Months Ended
 
Twelve Months Ended
 
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
Operating income (loss)
$
(262,074
)
 
$
13,356

 
$
(189,448
)
 
$
82,920

 
 
 
 
 
 
 
 
Adjustments
 
 
 
 
 
 
 
Goodwill impairment charge
292,100

 

 
292,100

 

Acquisition and integration-related expenses excluding amortization
11,983

 
9,014

 
44,753

 
17,864

Acquisition-related intangible amortization
10,238

 
1,683

 
36,206

 
6,171

Legal and settlement costs
1,605

 

 
3,345

 
230

 
315,926

 
10,697

 
376,404

 
24,265

 
 
 
 
 
 
 
 
Adjusted operating income
$
53,852

 
$
24,053

 
$
186,956

 
$
107,185

 
 
 
 
 
 
 
 
Operating margin
(48.8
)%
 
4.2
%
 
(9.1
)%
 
6.1
%
Adjusted operating margin
10.0
 %
 
7.5
%
 
9.0
 %
 
7.8
%







ENGILITY HOLDINGS, INC.
Adjusted Earnings Per Share
(in thousands, except per share data)
 
Three Months Ended
 
Twelve Months Ended
 
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
GAAP net income (loss) attributable to Engility
$
(238,731
)
 
$
2,486

 
$
(235,352
)
 
$
35,423

Net income attributable to non-controlling interest
749

 
972

 
5,113

 
4,587

 
 
 
 
 
 
 
 
GAAP net income (loss)
(237,982
)
 
3,458

 
(230,239
)
 
40,010

Provision (benefit) for income taxes
(52,405
)
 
7,183

 
(68,067
)
 
30,637

Income tax rate
18.0
%
 
67.5
%
 
22.8
%
 
43.4
%
 
 
 
 
 
 
 
 
GAAP income (loss) before taxes
(290,387
)
 
10,641

 
(298,306
)
 
70,647

 
 
 
 
 
 
 
 
Adjustments
 
 
 
 
 
 
 
Goodwill impairment charge
292,100

 

 
292,100

 

Acquisition and integration-related expenses excluding amortization
11,983

 
9,014

 
44,753

 
17,864

Acquisition-related intangible amortization
10,238

 
1,683

 
36,206

 
6,171

Legal and settlement costs
1,605

 

 
3,345

 
230

Bank fees previously capitalized and included in interest expense

 

 
4,602

 

Total adjustments
315,926

 
10,697

 
381,006

 
24,265

 
 
 
 
 
 
 
 
Adjusted income before income tax
25,539

 
21,338

 
82,700

 
94,912

Adjusted provision for income taxes

 
8,322

 

 
37,043

Cash paid for income taxes
94

 

 
1,169

 

Adjusted income tax rate
0.4
%
 
39.0
%
 
1.4
%
 
39.0
%
 
 
 
 
 
 
 
 
Adjusted net income
25,445

 
13,016

 
81,531

 
57,869

Less: Net income attributable to non-controlling interest
749

 
972

 
5,113

 
4,587

 
 
 
 
 
 
 
 
Adjusted net income attributable to Engility
$
24,696

 
$
12,044

 
$
76,418

 
$
53,282

 
 
 
 
 
 
 
 
Adjusted diluted earnings per share attributable to Engility
$
0.66

 
$
0.67

 
$
2.24

 
$
2.96

 
 
 
 
 
 
 
 
GAAP diluted earnings (loss) per share attributable to Engility
$
(6.53
)
 
$
0.14

 
$
(7.02
)
 
$
1.97

 
 
 
 
 
 
 
 
Diluted weighted average number of shares outstanding - Adjusted
37,230

 
18,090

 
34,106

 
18,018

Diluted weighted average number of shares outstanding - GAAP
36,565

 
18,090

 
33,536

 
18,018








ENGILITY HOLDINGS, INC.
Earnings before interest, taxes, depreciation, and amortization (EBITDA) and Adjusted EBITDA
(dollars in thousands)
 
Three Months Ended
 
Twelve Months Ended
 
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
Net income (loss)
$
(237,982
)
 
$
3,458

 
$
(230,239
)
 
$
40,010

 
 
 
 
 
 
 
 
Interest, taxes, and depreciation and amortization
 
 
 
 
 
 
 
Interest expense
29,554

 
3,261

 
110,143

 
12,799

Provision (benefit) for income taxes
(52,405
)
 
7,183

 
(68,067
)
 
30,637

Depreciation and amortization
16,191

 
5,113

 
58,435

 
20,953

Loss on disposal of property, plant and equipment
2,739

 

 
3,413

 

EBITDA
(241,903
)
 
19,015

 
(126,315
)
 
104,399

 
 
 
 
 
 
 
 
Adjustments to EBITDA
 
 
 
 
 
 
 
Goodwill impairment charge
292,100

 

 
292,100

 

Acquisition and integration-related expenses excluding amortization and loss on disposal from restructuring
9,593

 
9,014

 
42,363

 
17,864

Legal and settlement costs
1,605

 

 
3,345

 
230

 
303,298

 
9,014

 
337,808

 
18,094

 
 
 
 
 
 
 
 
Adjusted EBITDA
$
61,395

 
$
28,029

 
$
211,493

 
$
122,493

 
 
 
 
 
 
 
 
EBITDA margin
(45.0
)%
 
6.0
%
 
(6.1
)%
 
7.6
%
Adjusted EBITDA margin
11.4
 %
 
8.8
%
 
10.1
 %
 
9.0
%