Delaware
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(State or other jurisdiction of incorporation)
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001-34460
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13-3818604
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(Commission File Number)
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(IRS Employer Identification No.)
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4820 Eastgate Mall, Suite 200, San Diego, CA
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92121
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(address of principal executive offices)
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(Zip Code)
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(858) 812-7300
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(Registrant’s telephone number, including area code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit
No.
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Description
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99.1
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May 9, 2013 Press Release by Kratos Defense & Security Solutions, Inc.
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Kratos Defense & Security Solutions, Inc.
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Date: May 9, 2013
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By:
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/s/ Deanna H. Lund
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Deanna H. Lund
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Executive Vice President, Chief Financial Officer
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FOR IMMEDIATE RELEASE
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Press Contact:
Yolanda White
858-812-7302 Direct
Investor Information:
877-934-4687
investor@kratosdefense.com
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Kratos Defense & Security Solutions
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Unaudited Condensed Consolidated Statements of Operations
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(in millions, except per share data)
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|||
Three Months Ended
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|||
March 31,
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March 25,
|
||
2013
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2012
|
||
Service revenues
|
|
$ 115.5
|
$ 102.1
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Product sales
|
137.3
|
107.4
|
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Total revenues
|
252.8
|
209.5
|
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Cost of service revenues
|
88.2
|
79.8
|
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Cost of product sales
|
98.9
|
71.9
|
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Total costs
|
187.1
|
151.7
|
|
Gross profit - services
|
27.3
|
22.3
|
|
Gross profit - products
|
38.4
|
35.5
|
|
Total gross profit
|
65.7
|
57.8
|
|
|
|
||
Selling, general and administrative expenses
|
38.9
|
32.5
|
|
Merger and acquisition expenses
|
0.1
|
0.9
|
|
Research and development expenses
|
4.9
|
3.6
|
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Depreciation
|
1.0
|
1.2
|
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Amortization of intangible assets
|
9.3
|
10.5
|
|
Operating income
|
11.5
|
9.1
|
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Interest expense, net
|
(16.2)
|
(16.1)
|
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Other income (expense), net
|
(0.7)
|
0.4
|
|
Loss from continuing operations before income taxes
|
(5.4)
|
(6.6)
|
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Provision (benefit) for income taxes
|
2.8
|
(4.1)
|
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Loss from continuing operations
|
(8.2)
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(2.5)
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Loss from discontinued operations, net of taxes
|
(2.1)
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(0.5)
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Net loss
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$ (10.3)
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$ (3.0)
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||
Basic loss per common share:
|
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Loss from continuing operations
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$ (0.14)
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$ (0.08)
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Loss from discontinued operations, net of taxes
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(0.04)
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(0.01)
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Net loss
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$ (0.18)
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$ (0.09)
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|
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Diluted loss per common share:
|
|
|
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Loss from continuing operations
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$ (0.14)
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$ (0.08)
|
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Loss from discontinued operations, net of taxes
|
(0.04)
|
(0.01)
|
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Net loss
|
$ (0.18)
|
$ (0.09)
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|
|
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Weighted average common shares outstanding
|
|
|
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Basic
|
56.6
|
32.5
|
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Diluted
|
56.6
|
32.5
|
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Adjusted EBITDA (1)
|
$ 27.0
|
$ 25.1
|
|
|
|||
Note: (1) Adjusted EBITDA is a non-GAAP measure defined as GAAP net income (loss) plus (income) loss from discontinued
|
|||
operations, interest expense, net, income taxes, depreciation and amortization, stock compensation,
|
|||
amortization of intangible assets, and merger and acquisition expenses.
|
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Adjusted EBITDA as calculated by us may be calculated differently than EBITDA for other companies. We have provided Adjusted
|
|||
EBITDA because we believe it is a commonly used measure of financial performance in comparable companies and is provided to help
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investors evaluate companies on a consistent basis, as well as to enhance an understanding of our operating results. Adjusted
|
|||
EBITDA should not be construed as either an alternative to net income or as an indicator of our operating performance or an alternative
|
|||
to cash flows as a measure of liquidity. Please refer to the following table that reconciles GAAP net loss to Adjusted EBITDA:
|
|||
Reconciliation of Net loss to Adjusted EBITDA is as follows:
|
|||
Three Months Ended
|
|||
March 31,
|
March 25,
|
||
2013
|
2012
|
||
Net loss
|
$ (10.3)
|
$ (3.0)
|
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Loss from discontinued operations
|
2.1
|
0.5
|
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Merger and acquisition expenses
|
0.1
|
0.9
|
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Interest expense, net
|
16.2
|
16.1
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Provision (benefit) for income taxes
|
2.8
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(4.1)
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Depreciation *
|
4.9
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3.1
|
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Stock compensation
|
1.9
|
1.1
|
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Amortization of intangible assets
|
9.3
|
10.5
|
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Adjusted EBITDA
|
$ 27.0
|
$ 25.1
|
|
* Includes depreciation reported in cost of service revenues and product sales.
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Kratos Defense & Security Solutions
|
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Unaudited Segment Data
|
|||
(in millions)
|
|||
Three Months Ended
|
|||
March 31,
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March 25,
|
||
2013
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2012
|
||
Revenues:
|
|||
Government Solutions
|
$ 202.2
|
$ 168.9
|
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Public Safety & Security
|
50.6
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40.6
|
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Total revenues
|
$ 252.8
|
$ 209.5
|
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Operating income (loss) from continuing operations:
|
|||
Government Solutions
|
$ 12.2
|
$ 9.6
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Public Safety & Security
|
1.2
|
1.2
|
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Other activities
|
(1.9)
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(1.7)
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Total operating income from continuing operations
|
$ 11.5
|
$ 9.1
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Note: Other activities in the three months ended March 31, 2013 and March 25, 2012 include merger and acquisition expenses of
|
|||
$0.1 million and $0.9 million, respectively.
|
|||
Reconciliation of consolidated Adjusted EBITDA to Adjusted EBITDA by segment is as follows:
|
|||
Three Months Ended
|
|||
March 31,
|
March 25,
|
||
2013
|
2012
|
||
KGS
|
$ 24.7
|
$ 23.1
|
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% of revenue
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12.2%
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13.7%
|
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PSS
|
2.3
|
2.0
|
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% of revenue
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4.5%
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4.9%
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Total
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$ 27.0
|
$ 25.1
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% of revenue
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10.7%
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12.0%
|
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Kratos Defense & Security Solutions
|
|||
Unaudited Condensed Consolidated Balance Sheet
|
|||
(in millions)
|
|||
As of
|
|||
March 31,
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December 30,
|
||
2013
|
2012
|
||
Assets
|
|||
Current assets:
|
|||
Cash and cash equivalents
|
$ 51.6
|
$ 49.0
|
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Restricted cash
|
5.3
|
5.5
|
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Accounts receivable, net
|
281.8
|
271.9
|
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Inventoried costs
|
88.2
|
94.3
|
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Prepaid expenses
|
18.0
|
17.4
|
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Other current assets
|
10.2
|
17.3
|
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Total current assets
|
455.1
|
455.4
|
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Property, plant and equipment, net
|
84.0
|
85.6
|
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Goodwill
|
596.4
|
596.4
|
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Intangible assets, net
|
96.8
|
106.1
|
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Other assets
|
38.3
|
40.4
|
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Total assets
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$ 1,270.6
|
$ 1,283.9
|
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Liabilities and Stockholders’ Equity
|
|||
Current liabilities:
|
|||
Accounts payable
|
$ 71.6
|
$ 83.6
|
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Accrued expenses
|
41.7
|
46.4
|
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Accrued compensation
|
43.4
|
47.8
|
|
Accrued interest
|
21.7
|
6.3
|
|
Billings in excess of costs and earnings on uncompleted contracts
|
48.4
|
43.7
|
|
Deferred income tax liability
|
29.0
|
28.9
|
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Other current liabilities
|
19.8
|
22.1
|
|
Total current liabilities
|
275.6
|
278.8
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Long-term debt principal, net of current portion
|
629.5
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629.7
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Long-term debt premium
|
17.7
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18.7
|
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Other long-term liabilities
|
32.2
|
32.6
|
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Total liabilities
|
955.0
|
959.8
|
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Commitments and contingencies
|
|||
Stockholders’ equity:
|
|||
Preferred stock, 5,000,000 shares authorized, $0.001 par value, no shares outstanding at March 31, 2013 and December 30, 2012.
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|||
Common stock, $0.001 par value, 195,000,000 shares authorized; 56,654,577 and 56,613,024 shares issued and outstanding at March 31, 2013 and December 30, 2012, respectively.
|
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Additional paid-in capital
|
848.8
|
847.1
|
|
Accumulated other comprehensive loss
|
(0.7)
|
(0.8)
|
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Accumulated deficit
|
(532.5)
|
(522.2)
|
|
Total stockholders’ equity
|
315.6
|
324.1
|
|
Total liabilities and stockholders’ equity
|
$ 1,270.6
|
$ 1,283.9
|
|
Kratos Defense & Security Solutions
|
|||
Unaudited Condensed Consolidated Statement of Cash Flows
|
|||
(in millions)
|
|||
Three Months Ended
|
|||
March 31,
|
March 25,
|
||
2013
|
2012
|
||
Operating activities:
|
|||
Net loss
|
$ (10.3)
|
$ (3.0)
|
|
Less: Loss from discontinued operations
|
(2.1)
|
(0.5)
|
|
Loss from continuing operations
|
(8.2)
|
(2.5)
|
|
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities from continuing operations:
|
|||
Depreciation and amortization
|
14.2
|
13.6
|
|
Stock‑based compensation
|
1.9
|
1.1
|
|
Amortization of deferred financing costs
|
1.3
|
1.3
|
|
Amortization of premium on Senior Secured Notes
|
(1.0)
|
(1.0)
|
|
Provision for doubtful accounts
|
0.1
|
0.3
|
|
Changes in assets and liabilities, net of acquisitions:
|
|||
Accounts receivable
|
(9.8)
|
12.9
|
|
Inventoried costs
|
6.3
|
(7.1)
|
|
Prepaid expenses and other assets
|
-
|
(4.9)
|
|
Accounts payable
|
(12.0)
|
6.0
|
|
Accrued compensation
|
(4.3)
|
0.7
|
|
Accrued expenses
|
(4.7)
|
(3.7)
|
|
Accrued interest payable
|
15.3
|
15.6
|
|
Billings in excess of costs and earnings on uncompleted contracts
|
4.9
|
(1.1)
|
|
Income tax receivable and payable
|
2.9
|
(5.0)
|
|
Other liabilities
|
(1.8)
|
(1.2)
|
|
Net cash provided by operating activities from continuing operations
|
5.1
|
25.0
|
|
Investing activities:
|
|||
Cash paid for acquisitions, net of cash acquired
|
1.2
|
(21.5)
|
|
Decrease in restricted cash
|
0.2
|
0.4
|
|
Capital expenditures
|
(3.3)
|
(2.7)
|
|
Net cash used in investing activities from continuing operations
|
(1.9)
|
(23.8)
|
|
Financing activities:
|
|||
Repayment of debt
|
(0.3)
|
(0.3)
|
|
Other
|
(0.2)
|
(0.1)
|
|
Net cash used in financing activities from continuing operations
|
(0.5)
|
(0.4)
|
|
Net cash flows from continuing operations
|
2.7
|
0.8
|
|
Net operating cash flows from discontinued operations
|
0.2
|
3.9
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(0.3)
|
(0.1)
|
|
Net increase in cash and cash equivalents
|
2.6
|
4.6
|
|
Cash and cash equivalents at beginning of period
|
49.0
|
69.6
|
|
Cash and cash equivalents at end of period
|
$ 51.6
|
$ 74.2
|
|
Kratos Defense & Security Solutions
|
||
Unaudited Non-GAAP Measures
|
||
Adjusted Earnings Before Amortization and Acquisition Related Expenses
|
||
(in millions, except per share data)
|
||
Three Months Ended
|
||
March 31,
|
March 25,
|
|
2013
|
2012
|
|
Loss from continuing operations before taxes |
$ (5.4)
|
$ (6.6)
|
Add: Amortization of intangible assets |
9.3
|
10.5
|
Add: Merger and acquisition expenses |
0.1
|
0.9
|
Adjusted income from continuing operations before income taxes |
$ 4.0
|
$ 4.8
|
Estimated cash tax provision |
0.8
|
1.0
|
Adjusted income from continuing operations before acquisition and amortization expenses
|
$ 3.2
|
$ 3.8
|
Diluted income per common share: | ||
Adjusted income from continuing operations |
$ 0.06
|
$ 0.12
|
Weighted average common shares outstanding | ||
Diluted |
56.6
|
32.5
|
Free Cash Flow
|
|||
(in millions)
|
|||
Three Months Ended
|
|||
March 31,
|
March 25,
|
||
2013
|
2012
|
||
Net cash provided by operating activities from continuing operations
|
$ 5.1
|
$ 25.0
|
|
Less: Capital expenditures
|
(3.3)
|
(2.7)
|
|
Free cash flow
|
$ 1.8
|
$ 22.3
|
|
-end- |