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EX-32.2 - EXHIBIT 32.2 - KRATOS DEFENSE & SECURITY SOLUTIONS, INC.ktos20170326ex-322.htm
EX-32.1 - EXHIBIT 32.1 - KRATOS DEFENSE & SECURITY SOLUTIONS, INC.ktos20170326ex-321.htm
EX-31.2 - EXHIBIT 31.2 - KRATOS DEFENSE & SECURITY SOLUTIONS, INC.ktos20170326ex-312.htm
EX-31.1 - EXHIBIT 31.1 - KRATOS DEFENSE & SECURITY SOLUTIONS, INC.ktos20170326ex-311.htm
EX-10.2 - EXHIBIT 10.2 - KRATOS DEFENSE & SECURITY SOLUTIONS, INC.ktos20170326ex-102.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q
 
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended March 26, 2017
 
¨        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
Commission file number 001-34460
 
 
KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
13-3818604
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
4820 Eastgate Mall, Suite 200
San Diego, CA 92121
(858) 812-7300
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ý  No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ý  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer o
Accelerated filer ý
 
 
Non-accelerated filer o
Smaller reporting company o
 
 
(Do not check if a smaller reporting company)
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   Yes o  No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o  No ý
As of April 28, 2017, 86,446,084 shares of the registrant’s common stock were outstanding.
 



KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
 
FORM 10-Q
 
FOR THE QUARTERLY PERIOD ENDED MARCH 26, 2017
 
INDEX
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.
KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 (in millions, except par value and number of shares)
 (Unaudited)
 
March 26, 2017
 
December 25, 2016
Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
73.4

 
$
69.1

Restricted cash
0.5

 
0.5

Accounts receivable, net
227.9

 
229.4

Inventoried costs
64.8

 
55.4

Prepaid expenses
8.9

 
8.9

Other current assets
11.8

 
9.8

Total current assets
387.3

 
373.1

Property, plant and equipment, net
50.8

 
49.8

Goodwill
485.4

 
485.4

Intangible assets, net
29.9

 
32.6

Other assets
8.2

 
7.7

Total assets
$
961.6

 
$
948.6

Liabilities and Stockholders Equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
51.8

 
$
52.7

Accrued expenses
49.8

 
50.0

Accrued compensation
35.2

 
39.1

Accrued interest
9.6

 
3.6

Billings in excess of costs and earnings on uncompleted contracts
41.8

 
41.8

Other current liabilities
6.4

 
7.7

Current liabilities of discontinued operations
1.4

 
1.6

Total current liabilities
196.0

 
196.5

Long-term debt principal, net of current portion
369.3

 
431.0

Other long-term liabilities
41.2

 
41.0

Non-current liabilities of discontinued operations
3.7

 
3.7

Total liabilities
610.2

 
672.2

Commitments and contingencies


 


Stockholders equity:
 

 
 

Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 shares outstanding at March 26, 2017 and December 25, 2016

 

Common stock, $0.001 par value, 195,000,000 shares authorized; 86,439,842 and 73,945,533 shares issued and outstanding at March 26, 2017 and December 25, 2016, respectively

 

Additional paid-in capital
1,041.0

 
956.2

Accumulated other comprehensive loss
(1.6
)
 
(1.7
)
Accumulated deficit
(688.0
)
 
(678.1
)
Total stockholders equity
351.4

 
276.4

Total liabilities and stockholders equity
$
961.6

 
$
948.6

 
The accompanying notes are an integral part of these condensed consolidated financial statements.

3


KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in millions, except per share amounts)
 (Unaudited)
 
Three Months Ended
 
March 26, 2017
 
March 27, 2016
Service revenues
$
85.0

 
$
82.6

Product sales
82.8

 
70.4

Total revenues
167.8

 
153.0

Cost of service revenues
61.8

 
60.3

Cost of product sales
60.9

 
56.8

Total costs
122.7

 
117.1

Gross profit
45.1

 
35.9

Selling, general and administrative expenses
38.7

 
37.7

Research and development expenses
4.4

 
2.9

Unused office space, restructuring expenses, and other
0.3

 
5.5

Operating income (loss) from continuing operations
1.7

 
(10.2
)
Other income (expense):
 

 
 

Interest expense, net
(8.2
)
 
(8.7
)
Loss on extinguishment of debt
(2.1
)
 

Other income, net
0.2

 
0.3

Total other expense, net
(10.1
)
 
(8.4
)
Loss from continuing operations before income taxes
(8.4
)
 
(18.6
)
Provision for income taxes from continuing operations
1.5

 
3.6

Loss from continuing operations
(9.9
)
 
(22.2
)
Discontinued operations
 
 
 
Loss from operations of discontinued component
(0.1
)
 

Income tax expense

 

Loss from discontinued operations
(0.1
)
 

Net loss
$
(10.0
)
 
$
(22.2
)
Basic and diluted loss per common share:
 

 
 

Net loss from continuing operations
$
(0.13
)
 
$
(0.37
)
Net loss from discontinued operations

 

Net loss per common share
$
(0.13
)
 
$
(0.37
)
 
 
 
 
Basic and diluted weighted average shares outstanding
77.3

 
59.6

Comprehensive Loss
 
 
 
Net loss (from above)
$
(10.0
)
 
$
(22.2
)
Change in cumulative translation adjustment
0.1

 

Comprehensive loss
$
(9.9
)
 
$
(22.2
)
 
The accompanying notes are an integral part of these condensed consolidated financial statements.


4


KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
 
Three Months Ended
 
March 26, 2017
 
March 27, 2016
Operating activities:
 

 
 
Net loss
$
(10.0
)
 
$
(22.2
)
Less: Loss from discontinued operations
(0.1
)
 

Loss from continuing operations
(9.9
)
 
(22.2
)
Adjustments to reconcile loss from continuing operations to net cash used in operating activities from continuing operations:
 

 
 

Depreciation and amortization
5.6

 
6.1

Stock-based compensation
2.1

 
1.5

Deferred income taxes
0.8

 
1.2

Amortization of deferred financing costs
0.4

 
0.4

Amortization of discount on Senior Secured Notes
0.2

 
0.2

Loss on extinguishment of debt
2.1

 

Provision for doubtful accounts

 
0.3

Litigation related charges

 
1.7

Provision for non-cash restructuring charges

 
3.0

Changes in assets and liabilities, net of acquisitions:
 

 
 

Accounts receivable
1.5

 
(4.0
)
Inventoried costs
(10.1
)
 
(1.6
)
Prepaid expenses and other assets
(3.8
)
 
0.1

Accounts payable
0.4

 
(8.8
)
Accrued compensation
(4.0
)
 
(4.2
)
Accrued expenses
(0.3
)
 
(3.1
)
Advance payments received on contracts
0.7

 
1.5

Accrued interest
6.0

 
7.9

Billings in excess of costs and earnings on uncompleted contracts

 
6.7

Income tax receivable and payable
0.5

 
0.4

Other liabilities
(0.9
)
 
1.4

Net cash used in operating activities from continuing operations
(8.7
)
 
(11.5
)
Investing activities:
 

 
 

Capital expenditures
(5.2
)
 
(2.1
)
Net cash used in investing activities from continuing operations
(5.2
)
 
(2.1
)
Financing activities:
 
 
 

Extinguishment of long-term debt
(64.0
)
 

Proceeds from the issuance of common stock
81.9

 

Repayment of debt
(0.3
)
 
(0.3
)
Proceeds from exercise of restricted stock units, employee stock options, and employee stock purchase plan
0.8

 
1.2

Net cash provided by financing activities from continuing operations
18.4

 
0.9

Net cash flows of continuing operations
4.5

 
(12.7
)
Net operating cash flows of discontinued operations

 
(0.4
)
Net investing cash flows of discontinued operations
(0.2
)
 
4.7

Net increase (decrease) in cash and cash equivalents
4.3

 
(8.4
)
Cash and cash equivalents at beginning of period
69.1

 
28.5

Cash and cash equivalents at end of period
$
73.4

 
$
20.1


The accompanying notes are an integral part of these condensed consolidated financial statements.

5


KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(Unaudited)
 
Note 1. Summary of Significant Accounting Policies
 
All references to the “Company” and “Kratos” refer to Kratos Defense & Security Solutions, Inc., a Delaware corporation, and its subsidiaries.
 
(a)
Basis of Presentation

 The information as of March 26, 2017 and for the three months ended March 26, 2017 and March 27, 2016 is unaudited. The condensed consolidated balance sheet as of December 25, 2016 was derived from the Company’s audited consolidated financial statements at that date. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. The results have been prepared in accordance with the instructions to Form 10-Q and do not necessarily include all information and footnotes necessary for presentation in accordance with accounting principles generally accepted in the U.S. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s audited annual consolidated financial statements for the fiscal year ended December 25, 2016, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 27, 2017 (the “Form 10-K”). Interim operating results are not necessarily indicative of operating results expected in subsequent periods or for the year as a whole.

(b)
Principles of Consolidation
 
The condensed consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries for which all inter-company transactions have been eliminated in consolidation.
 
(c)
Fiscal Year
 
The Company has a 52/53 week fiscal year ending on the last Sunday of the calendar year, with interim fiscal periods ending on the last Sunday of each calendar quarter. The three month periods ended March 26, 2017 and March 27, 2016 consisted of 13-week periods. There are 53 calendar weeks in the fiscal year ending on December 31, 2017 and 52 calendar weeks in the fiscal year ending on December 25, 2016.
 
(d)    Accounting Estimates

There have been no significant changes in the Company’s accounting estimates for the three months ended March 26, 2017 as compared to the accounting estimates described in the Form 10-K.

(e)    Accounting Standards Updates

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04 (“ASU 2017-04”), Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 amends the guidance to simplify the subsequent measurement of goodwill by removing Step 2 of the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact of the new guidance and timing of adoption, but does not expect that the standard will have a material impact on its Consolidated Financial Statements.
    
In October 2016, the FASB issued ASU 2016-16 (“ASU 2016-16”), Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset is sold to an outside party. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period (as of the first interim

6


period if an entity issues interim financial statements). ASU 2016-16 requires adoption on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company early adopted this standard on December 26, 2016. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
    
In August 2016, the FASB issued ASU 2016-15 (“ASU 2016-15”), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The objective of ASU 2016-15 is to reduce existing diversity in practice by addressing eight specific cash flow issues related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. If early adopted, an entity must adopt all of the amendments in the same period. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09 (“ASU 2016-09”), Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for employee share-based payments, including accounting for income taxes, forfeitures, statutory tax withholding requirements, and classification on the statement of cash flows. The amendments in this ASU are effective for annual periods beginning after December 15, 2016. Early adoption was permitted. The Company early adopted this standard in the quarter ended December 25, 2016, which did not have a material impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases. ASU 2016-02 requires that lessees recognize assets and liabilities for the rights and obligations for leases with a lease term of more than one year. The amendments in this ASU are effective for annual periods ending after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers. ASU 2014-09 establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. ASU 2014-09 was further updated in March, April, May, and December 2016 to provide clarification on a number of specific issues as well as requiring additional disclosures. ASU 2014-09 may be applied either retrospectively or through the use of a modified-retrospective method. The full retrospective method requires companies to recast each prior reporting period presented as if the new guidance had always existed. Under the modified retrospective method, companies would recognize the cumulative effect of initially applying the standard as an adjustment to opening retained earnings at the date of initial application. On July 9, 2015, the FASB approved a one year deferral of the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. The Company plans to adopt the new revenue standard effective January 1, 2018.

While the Company has not yet completed its evaluation of the impact of ASU 2014-09 upon adoption, based upon an assessment of material active contracts, the Company does not expect the impact on the results of operations or cash flows in the periods after adoption to be material. Under ASU 2014-09, revenue is recognized as control transfers to the customer. As such, revenue for the Company’s contracts will generally be recognized over time using the cost-to-cost method, which is consistent with the revenue recognition model currently in use for the majority of contracts. For those contracts where revenue is currently recognized as units are delivered, in most cases the accounting for those contracts will change under ASU 2014-09 such that revenue will be recognized as costs are incurred. This change will generally result in an acceleration of revenue as compared with the current revenue recognition method for those contracts. The Company expects to adopt the new standard using the modified retrospective method.

There have been no changes in the Company’s significant accounting policies for the three months ended March 26, 2017 as compared to the significant accounting policies described in the Form 10-K.

(f)
Fair Value of Financial Instruments
 
The carrying amounts and the related estimated fair values of the Company’s long-term debt financial instruments not measured at fair value on a recurring basis at March 26, 2017 and December 25, 2016 are presented in Note 7. The carrying value of all other financial instruments, including cash equivalents, accounts receivable, accounts payable, accrued expenses,

7


billings in excess of cost and earnings on uncompleted contracts, income taxes payable and short-term debt, approximated their estimated fair values at March 26, 2017 and December 25, 2016 due to the short-term nature of these instruments.


Note 2. Goodwill and Intangible Assets
 
(a)
Goodwill
 
The carrying amounts of goodwill as of March 26, 2017 and December 25, 2016 by reportable segment are as follows (in millions):
 
Kratos Government Solutions
 
Public Safety & Security
 
Unmanned Systems
 
Total
Gross value
$
567.8

 
$
53.9

 
$
111.1

 
$
732.8

Less accumulated impairment
215.3

 
18.3

 
13.8

 
247.4

Net
$
352.5

 
$
35.6

 
$
97.3

 
$
485.4





(b)    Purchased Intangible Assets
 
The following table sets forth information for finite-lived and indefinite-lived intangible assets (in millions):
 
 
As of March 26, 2017
 
As of December 25, 2016
 
Gross
Value
 
Accumulated
Amortization
 
Net
Value
 
Gross
Value
 
Accumulated
Amortization
 
Net
Value
Acquired finite-lived intangible assets:
 

 
 

 
 
 
 

 
 

 
 
Customer relationships
$
53.7

 
$
(46.2
)
 
$
7.5

 
$
53.7

 
$
(44.9
)
 
$
8.8

Contracts and backlog
30.8

 
(24.2
)
 
6.6

 
30.8

 
(23.7
)
 
7.1

Developed technology and technical know-how
25.2

 
(16.5
)
 
8.7

 
25.2

 
(15.7
)
 
9.5

Trade names
1.4

 
(1.2
)
 
0.2

 
1.4

 
(1.1
)
 
0.3

Total finite-lived intangible assets
111.1

 
(88.1
)
 
23.0

 
111.1

 
(85.4
)
 
25.7

Indefinite-lived trade names
6.9

 

 
6.9

 
6.9

 

 
6.9

Total intangible assets
$
118.0

 
$
(88.1
)
 
$
29.9

 
$
118.0

 
$
(85.4
)
 
$
32.6


Consolidated amortization expense related to intangible assets subject to amortization was $2.7 million and $2.7 million for the three months ended March 26, 2017 and March 27, 2016, respectively.


8


Note 3. Inventoried Costs
 
Inventoried costs consisted of the following components (in millions):
 
 
March 26,
2017
 
December 25,
2016
Raw materials
$
32.3

 
$
31.9

Work in process
30.3

 
22.1

Finished goods
1.7

 
1.4

Supplies and other
3.0

 
1.8

Subtotal inventoried costs
67.3

 
57.2

Less: Customer advances and progress payments
(2.5
)
 
(1.8
)
Total inventoried costs
$
64.8

 
$
55.4

 

Note 4. Stockholders’ Equity
 
A summary of the changes in stockholders’ equity is provided below (in millions):
 
 
For the Three Months Ended
 
March 26, 2017
 
March 27, 2016
Stockholders’ equity at beginning of period
$
276.4

 
$
254.2

Comprehensive loss:
 

 
 

Net loss
(10.0
)
 
(22.2
)
Change in cumulative translation adjustment
0.1

 

Total comprehensive loss
(9.9
)
 
(22.2
)
Stock-based compensation
2.1

 
1.5

Issuance of common stock for cash
81.9

 

Issuance of common stock for employee stock purchase plan
1.4

 
1.3

Restricted stock units exchanged for taxes
(0.5
)
 
(0.1
)
Stockholders’ equity at end of period
$
351.4

 
$
234.7


The components of accumulated other comprehensive loss are as follows (in millions):

 
March 26, 2017
 
March 27, 2016
Cumulative translation adjustment
$
(1.0
)
 
$
(0.6
)
Post-retirement benefit reserve adjustment net of tax expense
(0.6
)
 
(0.8
)
Total accumulated other comprehensive loss
$
(1.6
)
 
$
(1.4
)

There were no reclassifications from accumulated other comprehensive loss to net loss for the three months ended March 26, 2017 and March 27, 2016.


9


Common stock issued by the Company for the three months ended March 26, 2017 and March 27, 2016 was as follows (in millions):
 
 
For the Three Months Ended
 
March 26, 2017
 
March 27, 2016
Shares outstanding at beginning of the period
73.9

 
59.1

Stock issued for cash
11.9

 

Stock issued for employee stock purchase plan, stock options and restricted stock units exercised
0.6

 
0.5

Shares outstanding at end of the period
86.4

 
59.6

 
Note 5. Net Loss Per Common Share
 
The Company calculates net loss per share in accordance with FASB Accounting Standards Codification Topic 260, Earnings per Share (Topic 260). Under Topic 260, basic net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per common share reflects the effects of potentially dilutive securities.

Shares from stock options and awards, excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive, were 0.2 million and 2.5 million for the three months ended March 26, 2017 and March 27, 2016, respectively.
 

Note 6. Income Taxes
 
A reconciliation of the income tax benefit from continuing operations computed by applying the statutory federal income tax rate of 35% to loss from continuing operations before income taxes to the income tax provision for the three months ended March 26, 2017 and March 27, 2016 was as follows (in millions):
 
 
 
 
March 26,
2017
 
March 27,
2016
Income tax benefit at federal statutory rate
$
(2.9
)
 
$
(6.5
)
State and foreign taxes, net of federal tax benefit and valuation allowance
0.2

 
0.4

Nondeductible expenses and other
0.4

 
0.4

Impact of deferred tax liabilities for indefinite-lived assets
1.2

 
1.5

Increase in reserves for uncertain tax positions
0.1

 
1.7

Increase in federal valuation allowance
2.5

 
6.1

Total income tax provision
$
1.5

 
$
3.6


In assessing the Company’s ability to realize deferred tax assets, management considers, on a periodic basis, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As such, management has determined that it is appropriate to maintain a full valuation allowance against the Company’s U.S. federal, combined state and certain foreign deferred tax assets, with the exception of an amount equal to its deferred tax liabilities, which can be expected to reverse over a definite life.
Federal and state income tax laws impose restrictions on the utilization of net operating losses (“NOLs”) and tax credit carryforwards in the event that an “ownership change” occurs for tax purposes, as defined by Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”). In general, an ownership change occurs when shareholders owning 5% or more of a “loss corporation” (a corporation entitled to use NOLs or other loss carryovers) have increased their ownership of stock in such corporation by more than 50 percentage points during any three-year period. The annual base Section 382 limitation is calculated by multiplying the loss corporation’s value at the time of the ownership change by the greater of the long-term tax-exempt rate determined by the Internal Revenue Service in the month of the ownership change or the two preceding months. This base limitation is subject to adjustments, including an increase for built-in gains recognized in the five-year period after the ownership change.

10


In March 2010, an “ownership change” occurred that will limit the utilization of NOL carryforwards. In July 2011, another “ownership change” occurred. The March 2010 ownership change limitation is more restrictive. In prior years, the Company acquired corporations with NOL carryforwards at the date of acquisition (“Acquired NOLs”). The Acquired NOLs are subject to separate limitations that may further restrict the use of Acquired NOLs. As a result, the Company’s federal annual utilization of NOL carryforwards was limited to at least $27.0 million a year for the five years succeeding the March 2010 ownership change and at least $11.6 million for each year thereafter subject to separate limitations for Acquired NOLs. If the entire limitation amount is not utilized in a year, the excess can be carried forward and utilized in future years.
For the three months ended March 26, 2017, there was no impact of such limitations on the income tax provision, since the amount of taxable income did not exceed the annual limitation amount. However, future equity offerings or acquisitions that have equity as a component of the purchase price could also cause an “ownership change.” If and when any other “ownership change” occurs, utilization of the NOLs or other tax attributes may be further limited.
As discussed elsewhere, deferred tax assets relating to the NOL and credit carryforwards are offset by a full valuation allowance. In addition, utilization of state tax loss carryforwards is dependent upon sufficient taxable income apportioned to the states.
The Company is subject to taxation in the U.S. and various state and foreign tax jurisdictions. The Company’s tax years for 2000 and later are subject to examination by the U.S. and state tax authorities due to the existence of the NOL carryforwards. Generally, the Company’s tax years for 2002 and later are subject to examination by various foreign tax authorities as well.
As of December 25, 2016, the Company had $18.6 million of unrecognized tax benefits that, if recognized, would impact the effective income tax rate, subject to possible offset by an increase in the deferred tax asset valuation allowance. During the three months ended March 26, 2017, unrecognized tax benefits remained unchanged.

The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. For the three months ended March 26, 2017 and March 27, 2016, a $0.1 million expense and $0.6 million expense, respectively, were recorded related to interest and penalties related to unrecognized tax benefits. For the three months ended March 26, 2017 and March 27, 2016, there was no material benefit recorded related to the removal of interest and penalties. The Company believes that it is reasonably possible that as much as $1.1 million of the liabilities for uncertain tax positions will expire within twelve months of March 26, 2017 due to the expiration of various applicable statutes of limitations.


Note 7. Debt
 
(a)
Issuance of 7.00% Senior Secured Notes due 2019
 
In May 2014, the Company refinanced its $625.0 million 10% Senior Secured Notes due in 2017 (the “10% Notes”) with $625.0 million of newly issued 7.00% Senior Secured Notes due in 2019 (the “7% Notes”). The net proceeds from the issuance of the 7% Notes was $618.5 million after an original issue discount of $6.5 million. The Company incurred debt issuance costs of $8.8 million associated with the 7% Notes. The Company utilized the net proceeds from the issuance of the 7% Notes, a $41.0 million draw on its Credit Agreement (as defined below), as well as cash from operations to extinguish the 10% Notes. The total reacquisition price of the 10% Notes was $661.5 million including a $31.2 million early termination fee, the write-off of $15.5 million of unamortized issue costs, $12.9 million of unamortized premium, along with $5.3 million of additional interest while in escrow, which resulted in a loss on extinguishment of debt of $39.1 million.

The Company completed the offering of the 7% Notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Act”). On October 16, 2014, the Company exchanged the outstanding 7% Notes for an equal amount of new 7.00% Senior Secured Notes due in 2019 (the “Notes”) that had been registered under the Act. The terms of the Notes issued in the exchange offer were identical in all material respects to the terms of the 7% Notes, except the Notes issued in the exchange offer had been registered under the Act.

The Notes are governed by an Indenture, dated May 14, 2014 (the “Indenture”), among the Company, certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, as Trustee and Collateral Agent. A Subsidiary Guarantor can be released from its Guarantee (as defined in the Indenture) if (a) all of the capital stock issued by such Subsidiary Guarantor or all or substantially all of the assets of such Subsidiary Guarantor are sold or otherwise disposed of; (b) the Company designates such Subsidiary Guarantor as an Unrestricted Subsidiary (as defined in the Indenture); (c) if the Company exercises its legal defeasance option or its covenant defeasance option; or (d) upon satisfaction and discharge of the

11


Indenture or payment in full in cash of the principal of, premium, if any, and accrued and unpaid interest on the Notes.

The holders of the Notes have a first priority lien on substantially all of the Company’s assets and the assets of the Subsidiary Guarantors, except with respect to accounts receivable, inventory, deposit accounts, securities accounts, cash, securities and general intangibles (other than intellectual property), on which the holders of the Notes have a second priority lien to the $110.0 million Credit Agreement.

The Company pays interest on the Notes semi-annually, in arrears, on May 15 and November 15 of each year.

The Notes include customary covenants and events of default as well as a consolidated fixed charge ratio of 2.0:1 for the incurrence of additional indebtedness. Negative covenants include, among other things, limitations on additional debt, liens, negative pledges, investments, dividends, stock repurchases, asset sales and affiliate transactions. Events of default include, among other events, non-performance of covenants, breach of representations, cross-default to other material debt, bankruptcy, insolvency, material judgments and changes in control. As of March 26, 2017, the Company was in compliance with the covenants contained in the Indenture governing the Notes.

The Company may redeem some or all of the Notes at 105.25% of the aggregate principal amount of such Notes through May 15, 2017, 102.625% of the aggregate principal amount of such Notes if redeemed on or after May 16, 2017 but on or before May 15, 2018 and 100% of the aggregate principal amount of such Notes if redeemed on or after May 16, 2018, plus accrued and unpaid interest to the date of redemption.

The terms of the Indenture require that the net cash proceeds from asset dispositions be utilized to (i) repay or prepay amounts outstanding under the Credit Agreement unless such amounts are reinvested in similar collateral, (ii) make an investment in assets that replace the collateral of the Notes or (iii) a combination of both clauses (i) and (ii). To the extent there are any remaining net proceeds from the asset disposition after application of clauses (i) and (ii), such amounts are required to be utilized to repurchase Notes at par after 360 days following the asset disposition.

Following the sale of its U.S. and U.K. Electronic Products Divisions (the “Herley Entities”) the Company paid down $41.0 million outstanding under the Credit Agreement and repurchased $175.0 million of the Notes at par, in accordance with the terms of the Indenture. The total reacquisition price of the Notes was $178.4 million including the write off of $1.8 million of unamortized issue costs, $1.4 million of unamortized discount, along with $0.2 million of legal fees, which resulted in a loss on extinguishment of debt of $3.4 million.

The Company reinvested all net proceeds remaining after the repurchase of the $175.0 million of Notes in replacement collateral under the Indenture within 360 days following the asset disposition, in accordance with the terms of the Indenture.

During the quarter ended December 25, 2016, the Company repurchased and extinguished $14.5 million of the outstanding Notes, which resulted in a gain of $0.4 million offset by $0.1 million of unamortized issuance cost and $0.1 million of unamortized discount resulting in a gain on extinguishment of debt of $0.2 million.

During the quarter ended March 26, 2017, the Company repurchased and extinguished $62.7 million of the outstanding Notes, which resulted in a loss of $1.4 million and the realization of $0.4 million of unamortized issuance cost and $0.3 million of unamortized discount resulting in a loss on extinguishment of debt of $2.1 million.

As of March 26, 2017, there was $372.8 million in Notes outstanding.

(b)    Other Indebtedness
 
$110.0 Million Credit Agreement

On May 14, 2014, the Company entered into a $110.0 million Credit and Security Agreement, dated May 14, 2014 (the “Credit Agreement”), with the lenders from time to time party thereto, SunTrust Bank, as Agent (the “Agent”), PNC Bank, National Association, as Joint Lead Arranger and Documentation Agent, and SunTrust Robinson Humphrey, Inc., as Joint Lead Arranger and Sole Book Runner. The Credit Agreement established a five-year senior secured revolving credit facility in the maximum amount of $110.0 million (subject to a potential increase of the maximum principal amount to $135.0 million, subject to the Agent’s and applicable lenders’ approval as described therein), consisting of a subline for letters of credit in an amount not to exceed $50.0 million, as well as a swingline loan in an aggregate principal amount at any time outstanding not to exceed $10.0 million. The obligations under the Credit Agreement are secured by a first priority lien on the Company’s accounts receivable, inventory, deposit accounts, securities accounts, cash, securities and general intangibles (other than intellectual property). The obligations under the

12


Credit Agreement are secured by a second priority lien, junior to the lien securing the Notes, on all of the Company’s other assets.

The Credit Agreement contains certain covenants, which include, but are not limited to, restrictions on indebtedness, liens, and investments, and limits on other various payments, as well as a financial covenant relating to a minimum fixed charge coverage ratio of 1.15:1 (as modified per the Third Amendment and the Fourth Amendment, as defined and discussed below). Events of default under the terms of the Credit Agreement include, but are not limited to: failure of the Company to pay any principal of any loans in full when due and payable; failure of the Company to pay any interest on any loan or any fee or other amount payable under the Credit Agreement within three business days after the date when due and payable; failure of the Company or any of its subsidiaries to comply with certain covenants and agreements, subject to applicable grace periods and/or notice requirements; any representation, warranty or statement made in or pursuant to the Credit Agreement or any related writing or any other material information furnished by the Company or any of its subsidiaries to the Agent or the lenders proving to be false or erroneous; and the occurrence of an event or condition having or reasonably likely to have a material adverse effect, which includes a material adverse effect on the business, operations, condition (financial or otherwise) or prospects of the Company or the ability of the Company to repay its obligations. Where an event of default arises from certain bankruptcy events, the commitments will automatically and immediately terminate and the principal of, and interest then outstanding on, all of the loans will become immediately due and payable. Subject to certain notice requirements and other conditions, upon the occurrence of an event of default, including the occurrence of a condition having or reasonably likely to have a material adverse effect, commitments may be terminated and the principal of, and interest then outstanding on, all of the loans may become immediately due and payable. As of March 26, 2017, no event of default had occurred and the Company believes that events or conditions having a material adverse effect, giving rise to an acceleration of any amounts outstanding under the Credit Agreement, have not occurred and the likelihood of such events or conditions occurring is remote.

Borrowings under the Credit Agreement may take the form of a base rate revolving loan, Eurodollar revolving loan or swingline loan. Base rate revolving loans and swingline loans will bear interest at a rate per annum equal to the sum of the applicable margin from time to time in effect plus the highest of (i) the Agent’s prime lending rate, as in effect at such time, (ii) the federal funds rate, as in effect at such time, plus 0.50% per annum, and (iii) the adjusted London Interbank Offered Rate (“LIBOR”) determined at such time for an interest period of one month, plus 1.00% per annum. Eurodollar revolving loans will bear interest at a rate per annum equal to the sum of the applicable margin from time to time in effect plus the adjusted LIBOR. The applicable margin varies between 1.50% and 2.00% for base rate revolving loans and swingline loans and 2.50% and 3.00% for Eurodollar loans, and is based on several factors including the Company’s then-existing borrowing base and the lender’s total commitment amount and revolving credit exposure. The calculation of the Company’s borrowing base takes into account several items relating to the Company and its subsidiaries, including, without limitation, amounts due and owing under billed and unbilled accounts receivables, then-held eligible raw materials inventory, work-in-process inventory, and applicable reserves.

On May 31, 2015, the Company entered into a third amendment (the “Third Amendment”) to the Credit Agreement. Under the terms of the Third Amendment, the definitions of certain terms of the Credit Agreement were modified, the disposition of the Herley Entities was approved by the lenders, a minimum $175.0 million repurchase of the Notes by the Company was required and the payment in full of the outstanding balance of the Credit Agreement was required. Additionally, the measurement of the fixed charge coverage ratio of 1.15:1 was modified as follows: (i) the fixed charge coverage ratio will not be measured as of the end of any quarterly reporting period ending after June 30, 2015, if on such date (a) there are no outstanding revolving loans or swingline loans and (b) the aggregate amount outstanding under letters of credit is less than or equal to $17.0 million, and (ii) as to any subsequent quarterly reporting period ending after June 30, 2015, and not covered by clause (i) above, a fixed charge coverage ratio of at least 1.05:1 must be maintained if the percentage of (a) outstanding revolving loans plus the sum of the outstanding swingline loans and outstanding letters of credit that are in excess of $17.0 million, to (b) the revolving credit commitment, minus the Herley Disposition Proceeds Reinvestment Reserve (as defined below) is greater than 0.00% but less than 15.00% or a fixed charge coverage ratio of at least 1.10:1 must be maintained if the aforementioned percentage is equal to or greater than 15.00% but less than 25.00%. In all other instances, a fixed charge coverage ratio of at least 1.15:1 must be maintained. For purposes of computing the fixed charge coverage ratio, the associated reduction in consolidated interest expense in connection with the repurchase of Notes with proceeds from the sale of the Herley Entities shall be deemed to have occurred on the first day of the most recently completed four quarterly reporting periods prior to the sale.

The terms of the Third Amendment also included the establishment of a reserve (the “Herley Disposition Proceeds Reinvestment Reserve”) that reduced the maximum $110.0 million total borrowing base on the Credit Agreement. With the sale of the Herley Entities, a $50.8 million reserve was established based upon the collateral carrying value under the Credit Agreement of the Herley Entities disposed. The reserve and therefore the maximum borrowing base were adjusted monthly for the subsequent cumulative reinvestment in similar collateral assets over a period not to have exceeded 360 days from the date of sale of the Herley Entities. As of March 26, 2017, there was no reserve on the maximum borrowings, resulting from a cumulative reinvestment in similar collateral assets since the sale of the Herley Entities in excess of the $50.8 million reserve

13


established at the date of the sale of the Herley Entities. The Company made investments in assets that replaced the collateral, which reinstated the maximum facility to the full $110.0 million as of the end of the first quarter of 2016.

On August 20, 2015, the Company entered into a fourth amendment (the “Fourth Amendment”) to the Credit Agreement. Among other things, the Fourth Amendment provides for a modification of the Third Amendment as it relates to when the minimum fixed charge coverage ratio will be measured based upon the Company’s outstanding borrowings. Outstanding borrowings for purposes of computing the applicable minimum fixed charge coverage ratio exclude any letter of credit exposure outstanding of $17.0 million plus the amount of letters of credit outstanding for the divested Herley Entities for which a cash deposit has been placed in escrow by the Buyer to cover the amount of such outstanding letters of credit, should the letters of credit be pulled.

As of March 26, 2017, there were no borrowings outstanding on the Credit Agreement and $10.1 million outstanding on letters of credit, resulting in net borrowing base availability of $57.4 million. The Company was in compliance with the financial covenants of the Credit Agreement and its amendments as of March 26, 2017.

Debt Acquired in Acquisition
 
The Company has a $10.0 million ten-year term loan with a bank in Israel entered into on September 16, 2008 in connection with the acquisition of one of its wholly owned subsidiaries. The balance under the term loan as of March 26, 2017 was $1.5 million, and the loan is payable in quarterly installments of $0.3 million plus interest at LIBOR plus a margin of 1.5%. The loan agreement governing the term loan contains various covenants, including a minimum net equity covenant as defined in the loan agreement. The Company was in compliance with all covenants contained in the loan agreement as of March 26, 2017.

Fair Value of Long-term Debt
 
Carrying amounts and the related estimated fair values of the Company’s long-term debt financial instruments not measured at fair value on a recurring basis at March 26, 2017 and December 25, 2016 are presented in the following table:
 
 
 
As of March 26, 2017
 
As of December 25, 2016
$ in millions
 
Principal
 
Carrying
Amount
 
Fair Value
 
Principal
 
Carrying
Amount
 
Fair Value
Total long-term debt including current portion
 
$
374.3

 
$
370.3

 
$
374.3

 
$
437.3

 
$
432.0

 
$
423.6

 
The fair value of the Company’s long-term debt was based upon actual trading activity (Level 1, Observable inputs -quoted prices in active markets).

 As of March 26, 2017, the difference between the carrying amount of $370.3 million and the principal amount of $374.3 million presented in the table above is the net unamortized original issue discount of $1.8 million and the unamortized debt issuance costs of $2.2 million, which are being accreted to interest expense over the term of the related debt. As of December 25, 2016, the difference between the carrying amount of $432.0 million and the principal amount of $437.3 million presented in the table above is the net unamortized original issue discount of $2.4 million and the unamortized debt issuance costs of $2.9 million, which are being accreted to interest expense over the term of the related debt.

Note 8. Segment Information
 
The Company operates in three reportable segments. The Kratos Government Solutions (“KGS”) reportable segment is comprised of an aggregation of KGS operating segments, including the microwave electronic products, satellite communications, modular systems and defense and rocket support services operating segments. The Unmanned Systems (“US”) reportable segment consists of its unmanned aerial system and unmanned ground and seaborne system businesses. The KGS and US segments provide products, solutions and services for mission critical national security programs. KGS and US customers primarily include national security related agencies, the U.S. Department of Defense (the “DoD”), intelligence agencies and classified agencies, and to a lesser degree, international government agencies and domestic and international commercial customers. The Public Safety & Security (“PSS”) reportable segment provides independent integrated solutions for advanced homeland security, public safety, critical infrastructure, and security and surveillance systems for government and commercial applications. PSS customers include those in the critical infrastructure, power generation, power transport, nuclear energy, financial, IT, healthcare, education, transportation and petro-chemical industries, as well as certain government and military customers.

14



The Company organizes its reportable segments based on the nature of the products, solutions and services offered. Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts. This presentation is consistent with the Company’s operating structure. In the following table total operating income (loss) from continuing operations of the reportable business segments is reconciled to the corresponding consolidated amount. The reconciling item “unallocated corporate expense, net” includes costs for certain stock-based compensation programs (including stock-based compensation costs for stock options, employee stock purchase plan and restricted stock units), the effects of items not considered part of management’s evaluation of segment operating performance, merger and acquisition expenses, corporate costs not allocated to the segments, and other miscellaneous corporate activities.

During the three months ended March 27, 2016, the PSS reportable segment recorded a $1.9 million charge related to a litigation settlement of a contract dispute and the KGS reportable segment recorded a $3.0 million impairment charge of the carrying value of inventories as a result of the decision to close one of its manufacturing facilities and the exit of certain lower margin product business lines.

 Revenues, depreciation and amortization, and operating income (loss) generated by the Company’s reportable segments for the three month periods ended March 26, 2017 and March 27, 2016 are as follows (in millions):
 
 
Three Months Ended
 
March 26, 2017
 
March 27, 2016
Revenues:
 

 
 
Kratos Government Solutions
 
 
 
Service revenues
$
48.2

 
$
52.4

Product sales
67.2

 
56.2

Total Kratos Government Solutions
115.4

 
108.6

Public Safety & Security
 
 
 
Service revenues
36.8

 
30.2

Product sales

 

Total Public Safety & Security
36.8

 
30.2

Unmanned Systems
 
 
 
Service revenues

 

Product sales
15.6

 
14.2

Total Unmanned Systems
15.6

 
14.2

Total revenues
$
167.8

 
$
153.0

Depreciation & amortization:
 
 
 
Kratos Government Solutions
$
3.7

 
$
4.1

Public Safety & Security
0.1

 
0.1

Unmanned Systems
1.8

 
1.9

Total depreciation and amortization
$
5.6

 
$
6.1

Operating income (loss) from continuing operations:
 

 
 

Kratos Government Solutions
$
9.6

 
$
(1.8
)
Public Safety & Security
(0.2
)
 
(2.7
)
Unmanned Systems
(5.0
)
 
(4.2
)
Total segment operating income (loss)
4.4

 
(8.7
)
Unallocated corporate expense, net
(2.7
)
 
(1.5
)
Total operating income (loss) from continuing operations
$
1.7

 
$
(10.2
)



15


Note 9. Significant Customers
 
Revenue from the U.S. Government, which includes foreign military sales, includes revenue from contracts for which the Company is the prime contractor as well as those for which the Company is a subcontractor and the ultimate customer is the U.S. Government. The KGS and US segments have substantial revenue from the U.S. Government. Sales to the U.S. Government amounted to approximately $96.3 million and $95.4 million, or 57% and 62% of total Kratos revenue, for the three months ended March 26, 2017 and March 27, 2016, respectively.
 
Note 10. Commitments and Contingencies
 
In addition to commitments and obligations in the ordinary course of business, the Company is subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of the Company’s business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its condensed consolidated financial statements. An estimated loss contingency is accrued in the Company’s condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including but not limited to the procedural status of the matter in question, the presence of complex or novel legal theories, and the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against it may be unsupported, exaggerated or unrelated to possible outcomes and, as such, are not meaningful indicators of its potential liability. The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. The amount of ultimate loss may differ from these estimates. It is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. Whether any losses finally determined in any claim, action, investigation or proceeding could reasonably have a material effect on the Company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including the timing and amount of such losses; the structure and type of any remedies; the monetary significance any such losses, damages or remedies may have on the Company’s condensed consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors.

Legal and Regulatory Matters
U.S. Government Cost Claims.

The Company’s contracts with the DoD are subject to audit by the Defense Contract Audit Agency (“DCAA”). As a result of these audits, from time to time the Company is advised of claims concerning potential disallowed, overstated or disputed costs. For example, during the course of recent audits of the Company’s contracts, the DCAA is closely examining and questioning certain of the established and disclosed practices that it had previously audited and accepted. The Company’s personnel regularly scrutinizes costs incurred and allocated to contracts with the U.S. Government for compliance with regulatory standards. On July 28, 2015, the Company received a determination letter from the Defense Contract Management Agency (“DCMA”) regarding what the DCMA believed were certain unallowable costs for one of the Company’s subsidiaries with respect to fiscal year 2007. In April 2016, the Company reached an agreement with the DCAA to settle matters related to unallowable costs for this subsidiary for fiscal years 2007 and 2008 for approximately $0.2 million. For those Company subsidiaries and fiscal years which have not yet been audited by the DCAA or for those audits which are in process which have not been completed by the DCAA, the Company cannot reasonably estimate the range of loss, if any, that may result from audits and reviews in which it is currently involved given the inherent difficulty in predicting regulatory action, fines and penalties, if any, and the various remedies and levels of judicial review available to the Company in the event of an adverse finding. As a result, the Company has not recorded any liability related to these matters.

Other Litigation Matters.

The Company is subject to normal and routine litigation arising from the ordinary course and conduct of business and, at times, as a result of acquisitions and dispositions. Such disputes include, for example, commercial, employment, intellectual property, environmental and securities matters. The aggregate amounts accrued related to these matters are not material to the total liabilities of the Company. The Company intends to defend itself in any such matters and does not currently believe that the outcome of any such matters will have a material adverse impact on the Company’s financial condition, results of operations or cash flows. In the first quarter of fiscal 2016, the Company recorded a charge of $1.9 million related to a litigation settlement of a contract dispute in the PSS segment.

16



Note 11. Condensed Consolidating Financial Statements

The Company has $372.8 million in outstanding Notes (see Note 7). The Notes are guaranteed by the Subsidiary Guarantors and are collateralized by the assets of all of the Company’s 100% owned subsidiaries. The Notes are fully and unconditionally guaranteed on a joint and several basis by each Subsidiary Guarantor and the Company. There are no contractual restrictions with respect to the Notes limiting cash transfers from Subsidiary Guarantors by dividends, loans or advances to the Company. The Notes are not guaranteed by the Company’s foreign subsidiaries (the “Non-Guarantor Subsidiaries”).

The following tables present condensed consolidating financial statements for the parent company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries, respectively. The condensed consolidating financial information below follows the same accounting policies as described in the condensed consolidated financial statements, except for the use of the equity method of accounting to reflect ownership interests in 100% owned subsidiaries, which are eliminated upon consolidation.

17



Condensed Consolidating Balance Sheet
March 26, 2017
(Unaudited)
(in millions)
 
Parent Company
 
Subsidiary Guarantors on a Combined Basis
 
Non-Guarantors on a Combined Basis
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
  Cash and cash equivalents
$
68.9

 
$
(1.1
)
 
$
5.6

 
$

 
$
73.4

  Accounts receivable, net

 
198.1

 
29.8

 

 
227.9

  Amounts due from affiliated companies
219.8

 

 

 
(219.8
)
 

  Inventoried costs

 
45.9

 
18.9

 

 
64.8

  Other current assets
4.7

 
13.8

 
2.7

 

 
21.2

    Total current assets
293.4

 
256.7

 
57.0

 
(219.8
)
 
387.3

Property, plant and equipment, net
1.5

 
42.8

 
6.5

 

 
50.8

Goodwill

 
442.5

 
42.9

 

 
485.4

Intangible assets, net

 
22.3

 
7.6

 

 
29.9

Investment in subsidiaries
460.6

 
67.2

 

 
(527.8
)
 

Other assets
0.3

 
7.9

 

 

 
8.2

    Total assets
$
755.8

 
$
839.4

 
$
114.0

 
$
(747.6
)
 
$
961.6

Liabilities and Stockholders Equity
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
3.6

 
$
43.1

 
$
5.1

 
$

 
$
51.8

Accrued expenses
11.3

 
44.3

 
3.8

 

 
59.4

Accrued compensation
4.0

 
26.8

 
4.4

 

 
35.2

Billings in excess of costs and earnings on uncompleted contracts

 
36.9

 
4.9

 

 
41.8

Amounts due to affiliated companies

 
192.0

 
27.8

 
(219.8
)
 

Other current liabilities
0.9

 
3.8

 
1.7

 

 
6.4

Current liabilities of discontinued operations
1.3

 

 
0.1

 

 
1.4

    Total current liabilities
21.1

 
346.9

 
47.8

 
(219.8
)
 
196.0

Long-term debt, net of current portion
368.8

 

 
0.5

 

 
369.3

Other long-term liabilities
10.8

 
19.9

 
10.5

 

 
41.2

Non-current liabilities of discontinued operations
3.7

 

 

 

 
3.7

    Total liabilities
404.4

 
366.8

 
58.8

 
(219.8
)
 
610.2

Total stockholders equity
351.4

 
472.6

 
55.2

 
(527.8
)
 
351.4

    Total liabilities and stockholders equity
$
755.8

 
$
839.4

 
$
114.0

 
$
(747.6
)
 
$
961.6


18



Condensed Consolidating Balance Sheet
December 25, 2016
(Unaudited)
(in millions)

 
Parent Company
 
Subsidiary Guarantors on a Combined Basis
 
Non-Guarantors on a Combined Basis
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
  Cash and cash equivalents
$
67.2

 
$
(3.3
)
 
$
5.2

 
$

 
$
69.1

  Accounts receivable, net

 
197.9

 
31.5

 

 
229.4

  Amounts due from affiliated companies
204.6

 

 

 
(204.6
)
 

  Inventoried costs

 
37.2

 
18.2

 

 
55.4

  Other current assets
6.3

 
11.6

 
1.3

 

 
19.2

    Total current assets
278.1

 
243.4

 
56.2

 
(204.6
)
 
373.1

Property, plant and equipment, net
1.6

 
41.7

 
6.5

 

 
49.8

Goodwill

 
442.5

 
42.9

 

 
485.4

Intangible assets, net

 
24.5

 
8.1

 

 
32.6

Investment in subsidiaries
458.0

 
67.5

 

 
(525.5
)
 

Other assets
0.4

 
7.3

 

 

 
7.7

    Total assets
$
738.1

 
$
826.9

 
$
113.7

 
$
(730.1
)
 
$
948.6

Liabilities and Stockholders Equity
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
  Accounts payable
$
4.5

 
$
43.7

 
$
4.5

 
$

 
$
52.7

  Accrued expenses
5.6

 
44.5

 
3.5

 

 
53.6

  Accrued compensation
4.0

 
31.2

 
3.9

 

 
39.1

Billings in excess of costs and earnings on uncompleted contracts

 
38.9

 
2.9

 

 
41.8

  Amounts due to affiliated companies

 
174.6

 
30.0

 
(204.6
)
 

  Other current liabilities
1.4

 
4.1

 
2.2

 

 
7.7

Current liabilities of discontinued operations
1.5

 

 
0.1

 

 
1.6

    Total current liabilities
17.0

 
337.0

 
47.1

 
(204.6
)
 
196.5

Long-term debt, net of current portion
430.2

 

 
0.8

 

 
431.0

Other long-term liabilities
10.8

 
19.9

 
10.3

 

 
41.0

Non-current liabilities of discontinued operations
3.7

 

 

 

 
3.7

    Total liabilities
461.7

 
356.9

 
58.2

 
(204.6
)
 
672.2

 Total stockholders equity
276.4

 
470.0

 
55.5

 
(525.5
)
 
276.4

    Total liabilities and stockholders equity
$
738.1

 
$
826.9

 
$
113.7

 
$
(730.1
)
 
$
948.6



19



Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Three Months Ended March 26, 2017
(Unaudited)
(in millions)
 
Parent Company
 
Subsidiary Guarantors on a Combined Basis
 
Non-Guarantors on a Combined Basis
 
Eliminations
 
Consolidated
Service revenues
$

 
$
82.4

 
$
2.6

 
$

 
$
85.0

Product sales

 
73.3

 
12.7

 
(3.2
)
 
82.8

  Total revenues

 
155.7

 
15.3

 
(3.2
)
 
167.8

Cost of service revenues

 
59.9

 
1.9

 

 
61.8

Cost of product sales

 
54.0

 
10.1

 
(3.2
)
 
60.9

  Total costs

 
113.9

 
12.0

 
(3.2
)
 
122.7

  Gross profit

 
41.8

 
3.3

 

 
45.1

Selling, general and administrative expenses
2.1

 
33.8

 
3.1

 

 
39.0

Research and development expenses

 
4.0

 
0.4

 

 
4.4

  Operating income (loss) from continuing operations
(2.1
)
 
4.0

 
(0.2
)
 

 
1.7

Other income (expense):
 
 
 
 
 
 
 
 
 
  Interest income (expense), net
(8.2
)
 

 

 

 
(8.2
)
  Loss on extinguishment of debt
(2.1
)
 

 

 

 
(2.1
)
  Other income (expense), net

 

 
0.2

 

 
0.2

  Total other income (expense), net
(10.3
)
 

 
0.2

 

 
(10.1
)
Income (loss) from continuing operations before income taxes
(12.4
)
 
4.0

 

 

 
(8.4
)
Provision for income taxes from continuing operations
0.1

 
1.1

 
0.3

 

 
1.5

Income (loss) from continuing operations
(12.5
)
 
2.9

 
(0.3
)
 

 
(9.9
)
Loss from discontinued operations
(0.1
)
 

 

 

 
(0.1
)
Equity in net income (loss) of subsidiaries
2.6

 
(0.3
)
 

 
(2.3
)
 

Net income (loss)
$
(10.0
)
 
$
2.6

 
$
(0.3
)
 
$
(2.3
)
 
$
(10.0
)
Comprehensive income (loss)
$
(9.9
)
 
$
2.6

 
$
(0.2
)
 
$
(2.4
)
 
$
(9.9
)


20



Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Three Months Ended March 27, 2016
(Unaudited)
(in millions)
 
Parent Company
 
Subsidiary Guarantors on a Combined Basis
 
Non-Guarantors on a Combined Basis
 
Eliminations
 
Consolidated
Service revenues
$

 
$
77.4

 
$
5.2

 
$

 
$
82.6

Product sales

 
59.0

 
13.1

 
(1.7
)
 
70.4

  Total revenues

 
136.4

 
18.3

 
(1.7
)
 
153.0

Cost of service revenues

 
56.7

 
3.6

 

 
60.3

Cost of product sales

 
48.0

 
10.5

 
(1.7
)
 
56.8

  Total costs

 
104.7

 
14.1

 
(1.7
)
 
117.1

  Gross profit

 
31.7

 
4.2

 

 
35.9

Selling, general and administrative expenses
1.3

 
39.6

 
2.3

 

 
43.2

Research and development expenses

 
2.9

 

 

 
2.9

  Operating income (loss) from continuing operations
(1.3
)
 
(10.8
)
 
1.9

 

 
(10.2
)
Other income (expense):
 
 
 
 
 
 
 
 
 
  Interest income (expense), net
(8.6
)
 
(0.1
)
 

 

 
(8.7
)
  Other income (expense), net

 

 
0.3

 

 
0.3

  Total other income (expense), net
(8.6
)
 
(0.1
)
 
0.3

 

 
(8.4
)
Income (loss) from continuing operations before income taxes
(9.9
)
 
(10.9
)
 
2.2

 

 
(18.6
)
Provision (benefit) for income taxes from continuing operations
0.1

 
3.2

 
0.3

 

 
3.6

Income (loss) from continuing operations
(10.0
)
 
(14.1
)
 
1.9

 

 
(22.2
)
Equity in net income (loss) of subsidiaries
(12.2
)
 
1.9

 

 
10.3

 

Net income (loss)
$
(22.2
)
 
$
(12.2
)
 
$
1.9

 
$
10.3

 
$
(22.2
)
Comprehensive income (loss)
$
(22.2
)
 
$
(12.2
)
 
$
1.9

 
$
10.3

 
$
(22.2
)

 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 

21



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 26, 2017
(Unaudited)
(in millions)
 
Parent Company
 
Subsidiary Guarantors on a Combined Basis
 
Non-Guarantors on a Combined Basis
 
Eliminations
 
Consolidated
Net cash provided by (used in) operating activities from continuing operations
$
(1.8
)
 
$
(7.7
)
 
$
0.8

 
$

 
$
(8.7
)
Investing activities:
 
 
 
 
 
 
 
 
 
Investment in affiliated companies
(15.0
)
 

 

 
15.0

 

  Capital expenditures

 
(5.0
)
 
(0.2
)
 

 
(5.2
)
Net cash provided by (used in) investing activities from continuing operations
(15.0
)
 
(5.0
)
 
(0.2
)
 
15.0

 
(5.2
)
Financing activities:
 
 
 
 
 
 
 
 
 
  Extinguishment of long-term debt
(64.0
)
 

 

 

 
(64.0
)
  Repayment of debt

 

 
(0.3
)
 

 
(0.3
)
  Proceeds from the issuance of common stock
81.9

 

 

 

 
81.9

Proceeds from the sale of employee stock purchase plan shares
0.8

 

 

 

 
0.8

  Financings from affiliated companies

 
15.0

 

 
(15.0
)
 

Net cash provided by (used in) financing activities from continuing operations
18.7

 
15.0

 
(0.3
)
 
(15.0
)
 
18.4

Net cash flows of continuing operations
1.9

 
2.3

 
0.3

 

 
4.5

Net investing cash flows from discontinued operations
(0.2
)
 

 

 

 
(0.2
)
Net increase in cash and cash equivalents
$
1.7

 
$
2.3

 
$
0.3

 
$

 
$
4.3



22



Condensed Consolidating Statement of Cash Flows
Three Months Ended March 27, 2016
(Unaudited)
(in millions)
 
Parent Company
 
Subsidiary Guarantors on a Combined Basis
 
Non-Guarantors on a Combined Basis
 
Eliminations
 
Consolidated
Net cash provided by (used in) operating activities from continuing operations
$
3.9

 
$
(15.3
)
 
$
(0.1
)
 
$

 
$
(11.5
)
Investing activities:
 
 
 
 
 
 
 
 
 
Investment in affiliated companies
(15.8
)
 

 

 
15.8

 

Capital expenditures
(0.3
)
 
(1.4
)
 
(0.4
)
 

 
(2.1
)
Net cash provided by (used in) investing activities from continuing operations
(16.1
)
 
(1.4
)
 
(0.4
)
 
15.8

 
(2.1
)
Financing activities:
 
 
 
 
 
 
 
 
 
Repayment of debt

 

 
(0.3
)
 

 
(0.3
)
Proceeds from the sale of employee stock purchase plan shares
1.2

 

 

 

 
1.2

Financing from affiliated companies

 
15.8

 

 
(15.8
)
 

Net cash provided by (used in) financing activities from continuing operations
1.2

 
15.8

 
(0.3
)
 
(15.8
)
 
0.9

Net cash flows of continuing operations
(11.0
)
 
(0.9
)
 
(0.8
)
 

 
(12.7
)
Net operating cash flows from discontinued operations
(0.4
)
 

 

 

 
(0.4
)
Net investing cash flows from discontinued operations
4.7

 

 

 

 
4.7

Net decrease in cash and cash equivalents
$
(6.7
)
 
$
(0.9
)
 
$
(0.8
)
 
$

 
$
(8.4
)


23



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” relating to our future financial performance, the market for our services and our expansion plans and opportunities. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” the negative of such terms or other comparable terminology. These forward-looking statements reflect our current beliefs, expectations and projections, are based on assumptions, and are subject to known and unknown risks and uncertainties that could cause our actual results or achievements to differ materially from any future results or achievements expressed in or implied by our forward-looking statements. Many of these factors are beyond our ability to control or predict. As a result, you should not place undue reliance on forward-looking statements. Important risks and uncertainties that could cause our actual results or achievements to differ materially from the results or achievements reflected in our forward-looking statements include, but are not limited to: changes or cutbacks in spending or the appropriation of funding by the federal government, including the U.S. Department of Defense (the DoD”), which could cause delays, cancellations or reductions of key government contracts; bid protests; changes in the scope or timing of our projects; the timing, rescheduling or cancellation of significant customer contracts and agreements, or consolidation by or the loss of key customers; risks of adverse regulatory action or litigation; risks associated with debt leverage; failure to successfully achieve our integration, cost reduction or divestiture strategies; risks related to security breaches, cybersecurity attacks or other significant disruptions of our information systems; and competition in the marketplace, which could reduce revenues and profit margins, as well as the additional risks and uncertainties described in this Quarterly Report, in “Item 1A-Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 25, 2016 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2017 (the “Form 10-K”), and in other reports that we have filed with the SEC. These forward-looking statements reflect our views and assumptions only as of the date such forward-looking statements are made. Except as required by law, we assume no responsibility for updating any forward-looking statements, whether as a result of new information, future events or otherwise.

All references to “us,” “we,” “our,” the “Company” and “Kratos” refer to Kratos Defense & Security Solutions, Inc., a Delaware corporation, and its wholly owned subsidiaries.

Overview
 
We are a mid-tier government contractor at the forefront of the DoD’s Innovation Initiative and Third Offset Strategy. We are a leading technology, intellectual property and proprietary product and solution company focused on the U.S. and its allies’ national security. We are an industry leader in high performance unmanned aerial drone target systems used to test weapon systems and to train the warfighter, and a provider of high performance unmanned combat aerial systems for force multiplication and amplification. We are also an industry leader in satellite communications, microwave electronics, cyber security/warfare, missile defense and combat systems. We have primarily an engineering and technically oriented work force of approximately 2,900 with a significant number of employees holding national security clearances. Substantially all of our work is performed on a military base, in a secure facility or at a critical infrastructure location. Our primary end customers are national security related agencies. We believe that our technology, intellectual property, proprietary products and designed-in positions on our customers’ platforms and systems gives us a competitive advantage and creates a high barrier to entry into our markets. Our entire organization is focused on executing our strategy of becoming the leading technology and intellectual property based company in our industry.

Industry Update
 
Faced with significant budget pressures, in recent years the U.S. Government has implemented reductions in government spending, including reductions in appropriations for the DoD and other federal agencies, pursuant to the Budget Control Act of 2011 (“BCA”), as amended by the American Taxpayer Relief Act of 2012 and the Bipartisan Budget Act of 2013. Pursuant to the terms of the BCA, a sequestration went into effect in March 2013 resulting in a 7.8% reduction to the DoD budget for fiscal year (the period running from October 1st to September 30th, a “FY”) 2013 to $495.5 billion, excluding funding for military personnel. The DoD budget was approximately $496.0 billion in FY 2014 and remained at a similar level in FY 2015. The DoD base budget excludes funding for Overseas Contingency Operations (“OCO”), such as those in Afghanistan, Iraq and Syria, which are appropriated separately and are not currently subject to the BCA.
On November 2, 2015, Barack Obama signed the Bipartisan Budget Act of 2015 (“BBA”), formalizing the terms of a two-year budget agreement which raised the U.S. debt ceiling and lifted the sequestration spending caps by $80.0 billion. Under the budget agreement, the total federal spending increase over the BCA topline funding caps was $50.0 billion in FY 2016 and $30.0 billion in FY 2017, with the amounts divided equally between defense and domestic priorities. The overall

24


discretionary budget was set at $1.067 trillion in FY 2016 and $1.07 trillion in FY 2017. The FY 2016 discretionary defense budget was $548.1 billion, a $25.0 billion increase over the BCA topline funding caps.

Under the BBA, the Obama Administration received $33.0 billion of the $38.0 billion national defense spending increase it sought in FY 2016. In summary the budget agreement:

extended the BCA out to 2025;
suspended the U.S. debt limit/ceiling until March 2017;
increased spending caps for FY 2016 and FY 2017 by $80.0 billion, including $50.0 billion in FY 2016 and $30.0 billion in FY 2017, split evenly between defense and domestic priorities; and
included a FY 2016 DoD base budget of $548.0 billion and a FY 2016 OCO budget of $59.0 billion.

On December 18, 2015, Congress passed and Mr. Obama signed the Consolidated Appropriations Act of 2016, which provided funding for the U.S. Government for FY 2016, providing $1.1 trillion in discretionary funding for federal agencies through September 2016. Mr. Obama signed a continuing resolution in September 2016, which was extended in December 2016, and provides funding for the U.S. Government at FY 2016 levels through April 28, 2017. On April 28, 2017, Congress passed a one-week stop gap funding bill through May 5, 2017. On May 3, 2017, the U.S. House of Representatives passed a $1.16 trillion budget bill which proposes a $15 billion supplement to the DoD base budget for the government fiscal year ended September 30, 2017. The bill was approved by the Senate on May 4, 2017 and is required to be signed by the President by May 5, 2017 before the continuing resolution expires.

Failure to enact appropriations or to extend a continuing resolution would result in a government shutdown of unknown duration. If a prolonged government shutdown were to occur, it could result in program cancellations and stop work orders and could limit our ability to perform on our U.S. Government contracts and the U.S. Government’s ability to make timely payments.

In March 2017, the debt ceiling was reached and the Treasury Department began taking “extraordinary measures” to finance the government. It is expected that in mid-to-late 2017 the U.S. Government will exhaust these available measures and Congress will need to raise the debt limit in order for the U.S. Government to continue borrowing money. If the debt ceiling is not raised, we may be required to continue to perform for some period of time on certain of our U.S. Government contracts even if the U.S. Government is unable to make timely payments.

In March 2017, President Trump released a blueprint of his FY 2018 budget request, which seeks $574 billion for the DoD’s base budget and $65 billion for OCO. The requested budget exceeds the caps established under the BCA. It is unclear whether an annual appropriations bill will be enacted for FY 2018 at the levels proposed by the President and the government may once again at least begin its fiscal year operating under a continuing resolution.

Reportable Segments
 
The Company operates in three reportable segments. The Kratos Government Solutions (“KGS”) reportable segment is comprised of an aggregation of KGS operating segments, including our microwave electronic products, satellite communications, modular systems and defense and rocket support services operating segments. The Unmanned Systems (“US”) reportable segment consists of our unmanned aerial system and unmanned ground and seaborne system businesses. The Public Safety & Security (“PSS”) reportable segment provides independent integrated solutions for advanced homeland security, public safety, critical infrastructure, and security and surveillance systems for government and commercial applications. We organize our business segments based primarily on the nature of the products, solutions and services offered. Transactions between segments are negotiated and accounted for under terms and conditions similar to other government and commercial contracts, and these intercompany transactions are eliminated in consolidation. For additional information regarding our reportable segments, see Note 8 of the Notes to Condensed Consolidated Financial Statements. From a customer and solutions perspective, we view our business as an integrated whole, leveraging skills and assets wherever possible.


Key Financial Statement Concepts
 
There have been no changes to our key financial statement concepts for the three months ended March 26, 2017. For a complete description of our business and a discussion of our critical accounting matters, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K.


25


Comparison of Results for the Three Months Ended March 26, 2017 to the Three Months Ended March 27, 2016
 
Revenues.  Revenues by operating segment for the three months ended March 26, 2017 and March 27, 2016 are as follows (dollars in millions):
 
March 26, 2017
 
March 27, 2016
 
$ change
 
% change
Kratos Government Solutions
 
 
 
 
 
 
 
Service revenues
$
48.2

 
$
52.4

 
$
(4.2
)
 
(8.0
)%
Product sales
67.2

 
56.2

 
11.0

 
19.6
 %
Total Kratos Government Solutions
115.4

 
108.6

 
6.8

 
6.3
 %
Public Safety & Security Service revenues
36.8

 
30.2

 
6.6

 
21.9
 %
Unmanned Systems Product sales
15.6

 
14.2

 
1.4

 
9.9
 %
Total revenues
$
167.8

 
$
153.0