8-K
JACOBS SOLUTIONS INC. (J)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________________
Form 8-K
___________________________
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 9, 2023
Jacobs Solutions Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 1-7463 | 88-1121891 | ||
|---|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (SEC File No.) | (IRS Employer<br><br>identification number) | ||
| 1999 Bryan Street | Suite 3500 | Dallas | Texas | 75201 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number (including area code): (214) 583-8500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
|---|---|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
_________________________________________________________________Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock$1 par valueJNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
|---|---|
| ☐ | 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. |
| --- | --- |
| Item 2.02 | Results of Operations and Financial Condition |
| --- | --- |
On May 9, 2023, Jacobs Solutions Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023 and certain other financial information. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.
| Item 7.01 | Regulation FD |
|---|
On May 9, 2023, the Company issued a press release announcing its intent to separate its Critical Mission Solutions ("CMS") business, resulting in two independent publicly-traded companies, in a transaction that is intended to be tax-free to the Company’s shareholders for U.S. federal income tax purposes. The press release is attached to this Form 8-K as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d)Exhibits:
The following exhibits are furnished as part of this Report pursuant to Items 2.02 or 7.01, as applicable.
| 99.1 | Press Release dated May 9, 2023 announcing the Company’s financial results for the quarter ended March 31, 2023 |
|---|---|
| 99.2 | Press Release dated May 9, 2023, announcing the Company's intent to separate its CMS business |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
The information disclosed pursuant to Items 2.02, 7.01 and 9.01 in this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information disclosed pursuant to Items 2.02, 7.01 and 9.01, including the exhibits, of this Current Report on Form 8-K shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 9, 2023
| JACOBS SOLUTIONS INC. | |
|---|---|
| By: | /s/ Kevin C. Berryman |
| Kevin C. Berryman | |
| President | |
| and Chief Financial Officer | |
| (Principal Financial Officer) |
Document
Exhibit 99.1
| 1999 Bryan Street, Suite 1200 |
|---|
| Dallas, Texas 75201 |
| 1.214.583.8500 |
Press Release
| FOR IMMEDIATE RELEASE | May 9, 2023 |
|---|
Jacobs Reports Fiscal Second Quarter 2023 Earnings
Operating Profit up 74% Year-Over-Year, Adjusted Operating Profit up 7%1
People and Places Solutions Operating Profit up 21% Year-Over-Year
Second Quarter Revenue up 6% Year-Over-Year; 9% in Constant Currency1
Narrows Fiscal 2023 Outlook Range; Reiterates 100% Cash Flow Conversion Target
Announced Plans for Spin-off of Critical Mission Solutions Business
DALLAS, TEXAS - Jacobs Solutions Inc. (NYSE: J) today announced its financial results for the fiscal second quarter ended March 31, 2023.
Q2 2023 Highlights:
▪Revenue of $4.1 billion up 6.4% y/y; net revenue1 increased 5.2% y/y and up 8% in constant currency1
▪Backlog1 of $29.0 billion, up 4% y/y; gross margin in backlog up y/y
▪EPS of $1.70, up 149% y/y; Adjusted EPS from continuing operations1 of $1.81, up 5% y/y
▪Cash provided by operations of $132 million; continue to expect 100% fiscal year underlying cash conversion
Jacobs' CEO Bob Pragada commented, "We have delivered a robust second quarter focused on disciplined and rigorous execution. Our strong performance across the portfolio, led by People and Places Solutions Operating Profit growth of 21% year over year, demonstrates the continued high demand for our world-class services. Today's announcement to separate the CMS business represents the next step in our strategic portfolio transformation, unlocking enhanced long-term shareholder value by creating a streamlined higher growth, higher margin business portfolio focused on critical infrastructure and sustainability."
Jacobs' President and CFO Kevin Berryman added, "We delivered solid second quarter results with strong revenue growth, with improving business mix and cost discipline, allowing for continued margin expansion despite ongoing inflationary pressures. Both revenue and gross margin in backlog improved in Q2, which provides visibility supporting our fiscal year 2023 outlook. We continue to see increasing momentum in critical infrastructure, including water, transportation and sustainability. Our strong financial position and re-affirmed full-year cash flow guidance will allow us to continue to re-invest behind our accelerators while managing a disciplined capital allocation strategy."
Financial Outlook2
The company has narrowed its outlook for fiscal year 2023 adjusted EBITDA to a range of $1,420 million to $1,470 million and adjusted EPS of $7.25 to $7.45.
Planned Spin-Off of Critical Mission Solutions ("CMS") business
In a separate press release issued today, Jacobs announced its intent to spin off its CMS business, resulting in two independent companies, each positioned for greater success and designed to create meaningful benefits for all stakeholders. The Company is targeting completing the transaction in the second half of Fiscal Year 2024.
1See "Non-GAAP Financial Measures and Operating Metrics" and the GAAP Reconciliation tables that follow for additional detail.
2Reconciliation of full year fiscal 2023 adjusted EPS outlook and adjusted EBITDA outlook to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict with sufficient certainty all the components required to provide such reconciliation, including with respect to the costs and charges and timing of costs and charges relating to expenses, restructuring and integration costs to be incurred in fiscal 2023.
3
Second Quarter Review
| Fiscal Q2 2023 | Fiscal Q2 2022 | Change | |
|---|---|---|---|
| Revenue | $4.1 billion | $3.8 billion | $300 million |
| Net Revenue | $3.4 billion | $3.3 billion | $100 million |
| GAAP Net Earnings from Continuing Operations | $217 million | $89 million | $128 million |
| GAAP Earnings Per Diluted Share (EPS) from Continuing Operations | $1.70 | $0.68 | $1.02 |
| Adjusted Net Earnings from Continuing Operations | $231 million | $223 million | $8 million |
| Adjusted EPS from Continuing Operations | $1.81 | $1.72 | $0.09 |
The Company’s adjusted net earnings from continuing operations and adjusted EPS from continuing operations for the second quarter of fiscal 2023 and fiscal 2022 exclude certain adjustments that are further described in the section entitled “Non-GAAP Financial Measures” at the end of this release. For a reconciliation of Revenue to Net Revenue, see "Segment Information", below.
The Company’s U.S. GAAP effective tax rate for continuing operations is 7.6% for the fiscal second quarter 2023 and fiscal second quarter 2023 adjusted earnings per share from continuing operations reflects an estimated full year 21.0% adjusted effective tax rate. The Company’s U.S. GAAP effective tax rate for continuing operations is 29.7% for the fiscal second quarter 2022, and fiscal second quarter 2022 adjusted earnings per share from continuing operations reflects an estimated full year 21.7% adjusted effective tax rate.
Jacobs is hosting a conference call at 10:00 A.M. ET on Tuesday May 9, 2023, which it is webcasting live at www.jacobs.com.
Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding our expectations as to our future growth, prospects, financial outlook and business strategy, including our expectations for our fiscal year 2023 adjusted EBITDA and adjusted EPS, cash flow conversion, our plans to separate the CMS business through a spin-off that is intended to be tax-free to stockholders for U.S. federal income taxes purposes, the description of the CMS business following the separation, the timing of completion for the separation and the perceived benefits for both Jacobs and CMS to be derived from the separation. You should not place undue reliance on these forward-looking statements. Although such statements are based on management's current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include uncertainties as to the final structure and timing of the separation of the CMS business, the possibility that closing conditions for a separation transaction may not be satisfied or waived, the impact of the separation on the Company’s and CMS’s businesses, and a possible decrease in the trading price of their shares, if the separation is completed, the possibility that the separation may not qualify for the expected tax treatment, the risk that any consents or approvals required in connection with the separation may not be received, the risk that the separation may be more difficult, time-consuming or costly than expected, and the possibility that we may not retain key employees while the separation is pending or after it is completed, as well as factors related to our business, such as our ability to fully execute on our three-year corporate strategy, including our ability to invest in the tools needed to implement our strategy, competition from existing and future competitors in our target markets, our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, the impact of any pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to the pandemic, the timing of the award of projects and funding and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act, any changes in U.S. or foreign tax laws, statutes, regulations or ordinances that may adversely impact our future financial positions or results of operations, financial market risks that may affect the Company, including by affecting the Company's access to capital, the cost of such capital and/or the Company's funding obligations under defined benefit pension and postretirement plans, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates, and foreign currency exchange rates, changes in capital markets, the current banking crisis, or the impact of a possible recession or economic downturn or recession on our results, prospects and opportunities, and geopolitical events and conflicts among others. The impact of such matters includes, but is not limited to, the possibility that we will not complete the spin-off or any separation transaction, the possible reduction in demand for certain of our product solutions and services and the delay or abandonment of ongoing
or anticipated projects due to the financial condition of our clients and suppliers or to governmental budget constraints or changes to governmental budgetary priorities; the inability of our clients to meet their payment obligations in a timely manner or at all; potential issues and risks related to a significant portion of our employees working remotely; illness, travel restrictions and other workforce disruptions that have and could continue to negatively affect our supply chain and our ability to timely and satisfactorily complete our clients’ projects; difficulties associated with retaining and hiring additional employees; and the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of the pandemics on their economies and workforces and our operations therein. The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements see our Annual Report on Form 10-K for the year ended September 30, 2022, and in particular the discussions contained therein under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 1A - Risk Factors, in our most recently filed Quarterly Report on Form 10-Q, as well as the Company’s other filings with the Securities and Exchange Commission. The Company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.
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About Jacobs
At Jacobs, we're challenging today to reinvent tomorrow by solving the world's most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge manufacturing, turning abstract ideas into realities that transform the world for good. With approximately $15 billion in annual revenue and a talent force of more than 60,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sectors. Visit jacobs.com and connect with Jacobs on LinkedIn, Twitter, Facebook and Instagram.
Financial Highlights:
Results of Operations (in thousands, except per-share data):
| For the Three Months Ended | For the Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| Unaudited | March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | ||||
| Revenues | $ | 4,078,332 | $ | 3,834,059 | $ | 7,877,001 | $ | 7,214,684 |
| Direct cost of contracts | (3,188,038) | (2,963,649) | (6,171,994) | (5,547,800) | ||||
| Gross profit | 890,294 | 870,410 | 1,705,007 | 1,666,884 | ||||
| Selling, general and administrative expenses | (600,431) | (704,195) | (1,177,339) | (1,323,336) | ||||
| Operating Profit | 289,863 | 166,215 | 527,668 | 343,548 | ||||
| Other Income (Expense): | ||||||||
| Interest income | 7,630 | 381 | 10,637 | 1,882 | ||||
| Interest expense | (40,613) | (21,995) | (80,690) | (41,421) | ||||
| Miscellaneous (expense) income, net | (4,567) | 10,681 | (7,820) | 20,362 | ||||
| Total other expense, net | (37,550) | (10,933) | (77,873) | (19,177) | ||||
| Earnings from Continuing Operations Before Taxes | 252,313 | 155,282 | 449,795 | 324,371 | ||||
| Income Tax Expense from Continuing Operations | (19,060) | (46,166) | (69,163) | (62,054) | ||||
| Net Earnings of the Group from Continuing Operations | 233,253 | 109,116 | 380,632 | 262,317 | ||||
| Net Loss of the Group from Discontinued Operations | (75) | (1) | (783) | (233) | ||||
| Net Earnings of the Group | 233,178 | 109,115 | 379,849 | 262,084 | ||||
| Net Earnings Attributable to Noncontrolling Interests from Continuing Operations | (7,803) | (10,261) | (14,834) | (19,514) | ||||
| Net Earnings Attributable to Redeemable Noncontrolling interests | (8,863) | (10,038) | (12,855) | (19,721) | ||||
| Net Earnings Attributable to Jacobs from Continuing Operations | 216,587 | 88,817 | 352,943 | 223,082 | ||||
| Net Earnings Attributable to Jacobs | $ | 216,512 | $ | 88,816 | $ | 352,160 | $ | 222,849 |
| Net Earnings Per Share: | ||||||||
| Basic Net Earnings from Continuing Operations Per Share | $ | 1.71 | $ | 0.69 | $ | 2.78 | $ | 1.72 |
| Basic Net Loss from Discontinued Operations Per Share | $ | — | $ | — | $ | (0.01) | $ | — |
| Basic Earnings Per Share | $ | 1.71 | $ | 0.69 | $ | 2.78 | $ | 1.72 |
| Diluted Net Earnings from Continuing Operations Per Share | $ | 1.70 | $ | 0.68 | $ | 2.77 | $ | 1.71 |
| Diluted Net Loss from Discontinued Operations Per Share | $ | — | $ | — | $ | (0.01) | $ | — |
| Diluted Earnings Per Share | $ | 1.70 | $ | 0.68 | $ | 2.76 | $ | 1.71 |
Segment Information (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unaudited | March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | ||||||||||||||
| Revenues from External Customers: | ||||||||||||||||||
| Critical Mission Solutions | $ | 1,191,056 | $ | 1,134,381 | $ | 2,266,231 | $ | 2,111,159 | ||||||||||
| People & Places Solutions | 2,345,065 | 2,162,994 | 4,572,050 | 4,083,990 | ||||||||||||||
| Pass Through Revenue | (629,319) | (563,668) | (1,289,296) | (1,036,048) | ||||||||||||||
| People & Places Solutions Net Revenue | $ | 1,715,746 | $ | 1,599,326 | $ | 3,282,754 | $ | 3,047,942 | ||||||||||
| Divergent Solutions | $ | 241,224 | $ | 239,294 | $ | 455,690 | $ | 432,171 | ||||||||||
| Pass Through Revenue | (17,389) | (8,910) | (31,103) | (14,621) | ||||||||||||||
| Divergent Solutions Net Revenue | $ | 223,835 | $ | 230,384 | $ | 424,587 | $ | 417,550 | ||||||||||
| PA Consulting | $ | 300,987 | $ | 297,390 | $ | 583,030 | $ | 587,364 | ||||||||||
| Total Revenue | $ | 4,078,332 | $ | 3,834,059 | $ | 7,877,001 | $ | 7,214,684 | ||||||||||
| Net Revenue | $ | 3,431,624 | $ | 3,261,481 | $ | 6,556,602 | $ | 6,164,015 | Three Months Ended | Six Months Ended | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | |||||||||||||||
| Segment Operating Profit: | ||||||||||||||||||
| Critical Mission Solutions | $ | 93,943 | $ | 94,617 | $ | 176,163 | $ | 185,857 | ||||||||||
| People & Places Solutions | 232,205 | 192,713 | 458,825 | 381,554 | ||||||||||||||
| Divergent Solutions | 24,861 | 17,055 | 36,828 | 40,163 | ||||||||||||||
| PA Consulting | 65,631 | 68,332 | 116,658 | 131,402 | ||||||||||||||
| Total Segment Operating Profit | 416,640 | 372,717 | 788,474 | 738,976 | ||||||||||||||
| Other Corporate Expenses (1) | (107,623) | (89,232) | (201,309) | (194,592) | ||||||||||||||
| Restructuring, Transaction and Other Charges (2) | (19,154) | (117,270) | (59,497) | (200,836) | ||||||||||||||
| Total U.S. GAAP Operating Profit | 289,863 | 166,215 | 527,668 | 343,548 | ||||||||||||||
| Total Other Expense, net (3) | (37,550) | (10,933) | (77,873) | (19,177) | ||||||||||||||
| Earnings Before Taxes from Continuing Operations | $ | 252,313 | $ | 155,282 | $ | 449,795 | $ | 324,371 | (1) | Other corporate expenses included intangibles amortization of $50.5 million and $48.4 million for the three months ended March 31, 2023 and April 1, 2022, respectively, and $100.2 million and $95.3 million, for the six months ended March 31, 2023 and April 1, 2022, respectively. Additionally, the six month period of fiscal 2023 included approximately $15.0 million in net favorable impacts from cost reductions compared to the prior year period, which was associated mainly with net favorable impacts during first quarter from changes in employee benefit programs of $41 million offset by approximately $26 million in higher spend in company technology platforms and other personnel and corporate cost increases. | ||||||||
| --- | --- | |||||||||||||||||
| (2) | The three months ended March 31, 2023 and April 1, 2022 included real estate impairment charges related to the Company's transformation initiatives of $10.1 million and $2.3 million, respectively, and $37.2 million and $74.6 million for the six months ended March 31, 2023 and April 1, 2022, respectively. Also included in the three and six months ended April 1, 2022 is $91.3 million related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves. | |||||||||||||||||
| (3) | The six month period ended April 1, 2022 included $3.5 million in income associated with final exit activities associated with our AWE ML investment and a gain of $7.1 million related to a lease termination. Additionally, the unfavorable change in Other Expense, net for the periods presented are attributable mainly to higher net interest expense year over year, primarily due to higher interest rates as well as the full 2023 period impacts of increased levels of debt outstanding due to fiscal 2022 incremental borrowings associated with the funding of the StreetLight and BlackLynx acquisitions and the payment of the Legacy CH2M Matter settlement. |
Balance Sheet (in thousands):
| March 31, 2023 | September 30, 2022 | |||
|---|---|---|---|---|
| Unaudited | ||||
| ASSETS | ||||
| Current Assets: | ||||
| Cash and cash equivalents | $ | 1,223,331 | $ | 1,140,479 |
| Receivables and contract assets | 3,518,728 | 3,405,381 | ||
| Prepaid expenses and other | 165,822 | 176,134 | ||
| Total current assets | 4,907,881 | 4,721,994 | ||
| Property, Equipment and Improvements, net | 367,217 | 346,676 | ||
| Other Noncurrent Assets: | ||||
| Goodwill | 7,365,872 | 7,184,658 | ||
| Intangibles, net | 1,379,879 | 1,394,052 | ||
| Deferred income tax assets | 30,617 | 31,480 | ||
| Operating lease right-of-use assets | 446,589 | 476,913 | ||
| Miscellaneous | 504,576 | 504,646 | ||
| Total other noncurrent assets | 9,727,533 | 9,591,749 | ||
| $ | 15,002,631 | $ | 14,660,419 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current Liabilities: | ||||
| Current maturities of long-term debt | $ | 51,735 | $ | 50,415 |
| Accounts payable | 967,832 | 966,792 | ||
| Accrued liabilities | 1,316,415 | 1,441,762 | ||
| Operating lease liability | 152,390 | 150,171 | ||
| Contract liabilities | 723,054 | 641,705 | ||
| Total current liabilities | 3,211,426 | 3,250,845 | ||
| Long-term Debt | 3,402,471 | 3,357,256 | ||
| Liabilities relating to defined benefit pension and retirement plans | 285,648 | 271,332 | ||
| Deferred income tax liabilities | 302,046 | 269,077 | ||
| Long-term operating lease liability | 586,805 | 607,447 | ||
| Other deferred liabilities | 120,204 | 167,548 | ||
| Commitments and Contingencies | ||||
| Redeemable Noncontrolling interests | 666,007 | 632,522 | ||
| Stockholders’ Equity: | ||||
| Capital stock: | ||||
| Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none | — | — | ||
| Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding - 126,805,092 shares and 127,393,378 shares as of March 31, 2023 and September 30, 2022, respectively | 126,805 | 127,393 | ||
| Additional paid-in capital | 2,697,523 | 2,682,009 | ||
| Retained earnings | 4,393,351 | 4,225,784 | ||
| Accumulated other comprehensive loss | (838,042) | (975,130) | ||
| Total Jacobs stockholders’ equity | 6,379,637 | 6,060,056 | ||
| Noncontrolling interests | 48,387 | 44,336 | ||
| Total Group stockholders’ equity | 6,428,024 | 6,104,392 | ||
| $ | 15,002,631 | $ | 14,660,419 |
Statement of Cash Flow (in thousands):
| For the Three Months Ended | For the Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| Unaudited | March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | ||||
| Cash Flows from Operating Activities: | ||||||||
| Net earnings attributable to the Group | $ | 233,178 | $ | 109,115 | $ | 379,849 | $ | 262,084 |
| Adjustments to reconcile net earnings to net cash flows (used for) provided by operations: | ||||||||
| Depreciation and amortization: | ||||||||
| Property, equipment and improvements | 27,707 | 26,383 | 55,686 | 52,620 | ||||
| Intangible assets | 50,475 | 48,431 | 100,247 | 95,338 | ||||
| Stock based compensation | 15,054 | 18,147 | 35,285 | 25,161 | ||||
| Equity in earnings of operating ventures, net of return on capital distributions | (5,544) | 531 | (2,931) | 13,280 | ||||
| Loss on disposals of assets, net | 587 | 270 | 828 | 421 | ||||
| Impairment of long-lived assets and equity method investment | 10,075 | 2,319 | 37,217 | 74,585 | ||||
| Deferred income taxes | 6,988 | 33,699 | 20,785 | 16,040 | ||||
| Changes in assets and liabilities, excluding the effects of businesses acquired: | ||||||||
| Receivables and contract assets, net of contract liabilities | (63,915) | (197,416) | 63,229 | (33,881) | ||||
| Prepaid expenses and other current assets | (18,159) | (16,370) | (9,940) | 15,916 | ||||
| Miscellaneous other assets | 894 | 42,583 | 43,472 | 67,201 | ||||
| Accounts payable | 36,560 | 106,918 | (15,109) | 18,448 | ||||
| Accrued liabilities | (101,814) | (28,719) | (228,857) | (119,982) | ||||
| Other deferred liabilities | (62,358) | (14,898) | (53,896) | (33,305) | ||||
| Other, net | 2,313 | (6,382) | 8,474 | (7,670) | ||||
| Net cash provided by operating activities | 132,041 | 124,611 | 434,339 | 446,256 | ||||
| Cash Flows from Investing Activities: | ||||||||
| Additions to property and equipment | (35,202) | (28,905) | (67,389) | (48,223) | ||||
| Disposals of property and equipment and other assets | 7 | 1,021 | 15 | 1,064 | ||||
| Capital contributions to equity investees, net of return of capital distributions | 8,000 | 1,562 | 8,384 | 1,082 | ||||
| Acquisitions of businesses, net of cash acquired | (742) | (182,935) | (17,685) | (412,748) | ||||
| Net cash (used for) provided by investing activities | (27,937) | (209,257) | (76,675) | (458,825) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Net proceeds from (payments of) borrowings | (46,422) | 155,726 | (53,843) | 387,113 | ||||
| Debt issuance costs | (11,388) | — | (11,388) | — | ||||
| Proceeds from issuances of common stock | 10,577 | 10,325 | 25,374 | 28,187 | ||||
| Common stock repurchases | — | (50,000) | (140,522) | (50,000) | ||||
| Taxes paid on vested restricted stock | (679) | (172) | (23,209) | (28,398) | ||||
| Cash dividends to shareholders | (32,977) | (29,749) | (62,788) | (57,247) | ||||
| Net dividends associated with noncontrolling interests | (8,976) | 4,651 | (11,283) | (9,416) | ||||
| Repurchase of redeemable noncontrolling interests | — | — | (58,353) | (35,095) | ||||
| Net cash (used for) provided by financing activities | (89,865) | 90,781 | (336,012) | 235,144 | ||||
| Effect of Exchange Rate Changes | (2,045) | (15,514) | 49,761 | (12,792) | ||||
| Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash | 12,194 | (9,379) | 71,413 | 209,783 | ||||
| Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period | 1,213,426 | 1,245,737 | 1,154,207 | 1,026,575 | ||||
| Cash and Cash Equivalents, including Restricted Cash, at the End of the Period | $ | 1,225,620 | $ | 1,236,358 | $ | 1,225,620 | $ | 1,236,358 |
Backlog (in millions):
| March 31, 2023 | April 1, 2022 | |||
|---|---|---|---|---|
| Critical Mission Solutions | $ | 8,136 | $ | 7,509 |
| People & Places Solutions | 17,563 | 16,949 | ||
| Divergent Solutions | 2,956 | 3,063 | ||
| PA Consulting | 319 | 269 | ||
| Total | $ | 28,974 | $ | 27,790 |
Non-GAAP Financial Measures and Operating Metrics:
In this press release, the Company has included certain non-GAAP financial measures as defined in Regulation G promulgated under the Securities Exchange Act of 1934, as amended. These non-GAAP measures are described below.
Net revenue is calculated excluding pass through revenue of the Company’s People & Places Solutions and Divergent Solutions segments from the Company’s revenue from continuing operations.
Adjusted operating profit, adjusted earnings from continuing operations before taxes, adjusted income taxes from continuing operations, adjusted net earnings from continuing operations and adjusted EPS from continuing operations are calculated by:
1.Excluding items collectively referred to as Restructuring, Transaction and Other Charges, which include:
a.costs and other charges associated with our Focus 2023 transformation initiatives, including activities associated with the re-scaling and repurposing of physical office space, employee separations, contractual termination fees and related expenses, referred to as "Focus 2023 Transformation";
b.transaction costs and other charges incurred in connection with the acquisitions of Buffalo Group, BlackLynx and StreetLight and the strategic investment in PA Consulting, including advisor fees, change in control payments, and the impact of the quarterly adjustment to the estimated performance based payout of contingent consideration to the sellers in connection with certain acquisitions; and similar transaction costs and expenses (collectively referred to as "Transaction Costs");
c.recoveries, costs and other charges associated with restructuring activities implemented in connection with the acquisitions of CH2M, John Wood Group nuclear business, Buffalo Group, BlackLynx, StreetLight, the strategic investment in PA Consulting, the sale of the ECR business and other related cost reduction initiatives, which included involuntary terminations, costs associated with co-locating offices of acquired companies, separating physical locations of continuing operations, professional services and personnel costs, amounts relating to certain commitments and contingencies relating to discontinued operations of the CH2M business, including the final settlement charges relating to the Legacy CH2M Matter, net of previously recorded reserves and charges associated with the impairment and final closing activities of our AWE ML joint venture (collectively referred to as “Restructuring and Integration costs").
2.Excluding items collectively referred to as Other adjustments, which include:
a.adding back amortization of intangible assets;
b.impact of certain subsidiary level contingent equity-based agreements in connection with the transaction structure of our PA Consulting investment;
c.certain non-routine income tax adjustments for the purposes of calculating the Company's annual non-GAAP effective tax rate to facilitate a more meaningful evaluation of the Company’s current operating performance and comparisons to the Company's operating performance in other periods.
Adjustments to derive adjusted net earnings from continuing operations and adjusted EPS from continuing operations are calculated on an after-tax basis.
Adjusted EBITDA is calculated by adding income tax expense, depreciation expense and adjusted interest expense, and deducting interest income from adjusted net earnings from continuing operations.
Certain percentage changes are quantified on a constant currency basis, which provides information assuming that foreign currency exchange rates have not changed between the prior and current periods. For purposes of constant currency calculations, we use the prior period average exchange rates as applied to the current period adjusted amounts.
We believe that the measures listed above are useful to management, investors and other users of our financial information in evaluating the Company’s operating results and understanding the Company’s operating trends by excluding or adding back the effects of the items described above and below, the inclusion or exclusion of which can obscure underlying trends. Additionally, management uses such measures in its own evaluation of the Company’s performance, particularly when comparing performance to past periods, and believes these measures are useful for investors because they facilitate a comparison of our financial results from period to period.
This press release also contains certain operating metrics which management believes are useful in evaluating the Company's performance. Backlog represents revenue we expect to realize for work to be completed by our consolidated
subsidiaries and our proportionate share of work to be performed by unconsolidated joint ventures. For more information on how we determine our revenue backlog, see our Backlog Information in our most recent quarterly or annual report filed with the Securities and Exchange Commission. We regularly monitor these operating metrics to evaluate our business, identify trends affecting our business, and make strategic decisions.
The Company provides non-GAAP measures to supplement U.S. GAAP measures, as they provide additional insight into the Company’s financial results. However, non-GAAP measures have limitations as analytical tools and should not be considered in isolation and are not in accordance with, or a substitute for, U.S. GAAP measures. In addition, other companies may define non-GAAP measures differently, which limits the ability of investors to compare non-GAAP measures of the Company to those used by our peer companies.
The following tables reconcile the components and values of U.S. GAAP earnings from continuing operations before taxes, income taxes from continuing operations, net earnings attributable to Jacobs from continuing operations and Diluted Net Earnings from Continuing Operations Per Share (which we refer to as EPS from continuing operations) to the corresponding "adjusted" amount and revenue to net revenue. For the comparable periods presented below, such adjustments consist of amounts incurred in connection with the items described above. Amounts are shown in thousands, except for per-share data (note: earnings per share amounts may not add across due to rounding).
Reconciliation of Operating Profit to Adjusted Operating Profit
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | |||||
| Operating Profit | 289,863 | 166,215 | 527,668 | 343,548 | ||||
| Restructuring, Transaction and Other Charges (1) | ||||||||
| Focus 2023 Transformation, mainly real estate rescaling efforts | 11,028 | 8,599 | 38,828 | 81,810 | ||||
| Transaction costs | 6,282 | 7,099 | 11,552 | 12,761 | ||||
| Restructuring and integration charges | 1,845 | 101,572 | 9,117 | 106,265 | ||||
| Other Adjustments (2) | ||||||||
| Amortization of intangibles | 50,475 | 48,431 | 100,247 | 95,338 | ||||
| Other | (3,164) | — | 1,126 | — | ||||
| Adjusted Operating Profit | $ | 356,329 | $ | 331,916 | $ | 688,538 | $ | 639,722 |
(1) Includes estimated operating profit impacts from real estate impairments associated with the Company's Focus 2023 transformation program and related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves for the three- and six- months ended March 31, 2023 and April 1, 2022, as well as operating profit impacts from charges associated with various transaction costs incurred with our acquisition and restructuring related activity associated with Company restructuring and integration programs.
(2) Includes estimated operating profit impacts from amortization of intangible assets for the three- and six- months ended March 31, 2023 and April 1, 2022 and estimated operating profit impacts on certain subsidiary level contingent equity-based agreements in connection with the transaction structure of our PA Consulting investment for the three- and six-months ended March 31, 2023.
Reconciliation of Earnings from Continuing Operations Before Taxes to Adjusted Earnings from Continuing Operations Before Taxes (in thousands)
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | |||||
| Earnings from Continuing Operations Before Taxes | $ | 252,313 | $ | 155,282 | $ | 449,795 | $ | 324,371 |
| Restructuring, Transaction and Other Charges (1): | ||||||||
| Focus 2023 Transformation, mainly real estate rescaling efforts | 10,995 | 8,365 | 38,167 | 74,729 | ||||
| Transaction costs | 6,282 | 7,098 | 11,552 | 12,761 | ||||
| Restructuring and integration charges | 1,845 | 99,800 | 9,117 | 102,795 | ||||
| Other Adjustments (2): | ||||||||
| Amortization of intangibles | 50,475 | 48,431 | 100,247 | 95,338 | ||||
| Other | (3,164) | — | 1,126 | 5 | ||||
| Adjusted Earnings from Continuing Operations Before Taxes | $ | 318,746 | $ | 318,976 | $ | 610,004 | $ | 609,999 |
(1) Includes pre-tax non-cash real estate impairments charges associated with the Company's Focus 2023 transformation program of $10.1 million and $2.3 million for the three-months ended March 31, 2023 and April 1, 2022, respectively, and $37.2 million and $74.6 million for the six-months ended March 31, 2023 and April 1, 2022, respectively. The three- and six- months ended April 1, 2022 includes $91.3 million related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves. Also includes charges associated with various transaction costs incurred with our acquisition and restructuring related activity associated with Company restructuring and integration programs.
(2) Includes pre-tax charges for the removal of amortization of intangible assets for the three- and six- months ended March 31, 2023 and April 1, 2022, respectively, and the impact of certain subsidiary level contingent equity-based agreements in connection with the transaction structure of our PA Consulting investment of $(3.2) million and $1.1 million for the three- and six- months ended March 31, 2023.
Reconciliation of Income Tax Expense from Continuing Operations to Adjusted Income Tax Expense from Continuing Operations
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | |||||
| Income Tax Expense from Continuing Operations | $ | (19,060) | $ | (46,166) | $ | (69,163) | $ | (62,054) |
| Tax Effects of Restructuring, Transaction and Other Charges (1) | ||||||||
| Focus 2023 Transformation, mainly real estate rescaling efforts | (2,907) | (2,089) | (9,584) | (15,540) | ||||
| Transaction costs | (1,486) | (1,746) | (2,736) | (3,138) | ||||
| Restructuring and integration charges | (408) | (17,589) | (2,196) | (18,423) | ||||
| Tax Effects of Other Adjustments (2) | ||||||||
| Amortization of intangibles | (12,031) | (10,808) | (23,911) | (21,235) | ||||
| Other income tax adjustments | (31,741) | 9,180 | (20,263) | (11,978) | ||||
| Other | 696 | — | (248) | (1) | ||||
| Adjusted Income Tax Expense from Continuing Operations | $ | (66,937) | $ | (69,218) | $ | (128,101) | $ | (132,369) |
(1) Includes estimated income tax impacts on real estate impairments associated with the Company's Focus 2023 transformation program and related to the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves for the three- and six- months ended March 31, 2023 and April 1, 2022, as well as tax impacts on charges associated with various transaction costs incurred with our acquisition and restructuring related activity associated with Company restructuring and integration programs.
(2) Includes estimated income tax impacts on amortization of intangible assets for the three- and six- months ended March 31, 2023 and April 1, 2022, certain income tax adjustments for the purposes of presenting the Company’s expected annual non-GAAP effective tax rate to facilitate a more meaningful evaluation of the Company’s current operating performance and comparisons to the Company’s operating performance in other periods and estimated tax impacts on certain subsidiary level contingent equity-based agreements in connection with the transaction structure of our PA Consulting investment for the three- and six-months ended March 31, 2023.
Reconciliation of Net Earnings Attributable to Jacobs from Continuing Operations to Adjusted Net Earnings Attributable to Jacobs from Continuing Operations (in thousands)
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | |||||
| Net Earnings Attributable to Jacobs from Continuing Operations | $ | 216,587 | $ | 88,817 | $ | 352,943 | $ | 223,082 |
| After-tax effects of Restructuring, Transaction and Other Charges (1): | ||||||||
| Focus 2023 Transformation, mainly real estate rescaling efforts | 8,088 | 6,277 | 28,583 | 59,189 | ||||
| Transaction costs | 4,240 | 5,353 | 7,791 | 9,623 | ||||
| Restructuring and integration charges | 1,437 | 81,939 | 6,921 | 84,110 | ||||
| After-tax effects of Other Adjustments (2): | ||||||||
| Amortization of intangibles | 33,575 | 31,997 | 66,432 | 62,512 | ||||
| Other income tax adjustments | (31,713) | 8,846 | (20,197) | (12,237) | ||||
| Other | (1,690) | — | 542 | 4 | ||||
| Adjusted Net Earnings Attributable to Jacobs from Continuing Operations | $ | 230,524 | $ | 223,229 | $ | 443,015 | $ | 426,283 |
(1) Includes estimated after-tax and related noncontrolling interest impacts from non-cash real estate impairment charges associated the Company's Focus 2023 program for the three- and six-months ended March 31, 2023 and April 1, 2022, and for the three- and six-months ended April 1, 2022, the final pre-tax settlement of the Legacy CH2M Matter, net of previously recorded reserves. Also includes charges associated with various transaction costs incurred with our acquisition and restructuring related activity associated with Company restructuring and integration programs.
(2) Includes estimated after-tax and noncontrolling interest impacts from amortization of intangible assets for the three- and six-months ended March 31, 2023 and April 1, 2022, certain income tax adjustments for the purposes of presenting the Company’s expected annual non-GAAP effective tax rate to facilitate a more meaningful evaluation of the Company’s current operating performance and comparisons to the Company’s operating performance in other periods and estimated tax impacts on certain subsidiary level contingent equity-based agreements in connection with the transaction structure of our PA Consulting investment for the three- and six-months ended March 31, 2023.
Reconciliation of Diluted Net Earnings from Continuing Operations Per Share to Adjusted Diluted Net Earnings from Continuing Operations Per Share (in thousands)
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | |||||
| Diluted Net Earnings from Continuing Operations Per Share | $ | 1.70 | $ | 0.68 | $ | 2.77 | $ | 1.71 |
| After-tax effects of Restructuring, Transaction and Other Charges (1): | ||||||||
| Focus 2023 Transformation, mainly real estate rescaling efforts | 0.06 | 0.05 | 0.22 | 0.46 | ||||
| Transaction costs | 0.03 | 0.04 | 0.06 | 0.07 | ||||
| Restructuring and integration charges | 0.01 | 0.63 | 0.05 | 0.65 | ||||
| After-tax effects of Other Adjustments (2): | ||||||||
| Amortization of intangibles | 0.26 | 0.24 | 0.52 | 0.48 | ||||
| Other income tax adjustments | (0.25) | 0.07 | (0.16) | (0.09) | ||||
| Other | (0.01) | — | — | — | ||||
| Adjusted Diluted Net Earnings from Continuing Operations Per Share | $ | 1.81 | $ | 1.72 | $ | 3.48 | $ | 3.28 |
(1) Includes estimated per-share impacts from real estate impairments associated with the Company's Focus 2023 transformation program for the three- and six-months ended March 31, 2023 and April 1, 2022, and for the three- and six-months ended April 1, 2022, the final pre-tax
settlement of the Legacy CH2M Matter, net of previously recorded reserves. Also includes related impacts associated with various transaction costs incurred with our acquisition and restructuring related activity costs associated with Company restructuring and integration programs.
(2) Includes estimated per-share impacts from amortization of intangible assets for the three- and six-months ended March 31, 2023 and April 1, 2022, certain income tax adjustments for the purposes of presenting the Company’s expected annual non-GAAP effective tax rate to facilitate a more meaningful evaluation of the Company’s current operating performance and comparisons to the Company’s operating performance in other periods and certain subsidiary level contingent equity-based agreements in connection with the transaction structure of our PA Consulting investment for the three- and six-months ended March 31, 2023.
Reconciliation from Revenue to constant currency Revenue
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in millions) | March 31, 2023 | April 1, 2022 | % Change | |||
| Total Net Revenue | ||||||
| Revenue | $ | 4,078 | $ | 3,834 | 6 | % |
| Exchange rate effect | $ | 108 | ||||
| Constant currency Revenue | $ | 4,186 | 9 | % |
Reconciliation from Net Revenue to constant currency Net Revenue
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in millions) | March 31, 2023 | April 1, 2022 | % Change | |||
| Total Net Revenue | ||||||
| Net Revenue | $ | 3,432 | $ | 3,261 | 5 | % |
| Exchange rate effect | $ | 101 | ||||
| Constant currency Net Revenue | $ | 3,533 | 8 | % |
Earnings Per Share:
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| Unaudited | March 31, 2023 | April 1, 2022 | March 31, 2023 | April 1, 2022 | ||||
| Numerator for Basic and Diluted EPS: | ||||||||
| Net earnings from continuing operations allocated to common stock for EPS calculation | $ | 216,587 | $ | 88,817 | $ | 352,943 | $ | 223,082 |
| Net loss from discontinued operations allocated to common stock for EPS calculation | $ | (75) | $ | (1) | $ | (783) | $ | (233) |
| Net earnings allocated to common stock for EPS calculation | $ | 216,512 | $ | 88,816 | $ | 352,160 | $ | 222,849 |
| Denominator for Basic and Diluted EPS: | ||||||||
| Shares used for calculating basic EPS attributable to common stock | 126,886 | 129,333 | 126,855 | 129,337 | ||||
| Effect of dilutive securities: | ||||||||
| Stock compensation plans | 473 | 640 | 573 | 796 | ||||
| Shares used for calculating diluted EPS attributable to common stock | 127,359 | 129,973 | 127,428 | 130,133 | ||||
| Net Earnings Per Share: | ||||||||
| Basic Net Earnings from Continuing Operations Per Share | $ | 1.71 | $ | 0.69 | $ | 2.78 | $ | 1.72 |
| Basic Net Loss from Discontinued Operations Per Share | $ | — | $ | — | $ | (0.01) | $ | — |
| Basic Earnings Per Share | $ | 1.71 | $ | 0.69 | $ | 2.78 | $ | 1.72 |
| Diluted Net Earnings from Continuing Operations Per Share | $ | 1.70 | $ | 0.68 | $ | 2.77 | $ | 1.71 |
| Diluted Net Loss from Discontinued Operations Per Share | $ | — | $ | — | $ | (0.01) | $ | — |
| Diluted Earnings Per Share | $ | 1.70 | $ | 0.68 | $ | 2.76 | $ | 1.71 |
Note: Per share amounts may not add due to rounding.
.
For additional information contact:
Investors:
Jonathan Evans
investor.relations@jacobs.com
Media:
Louise White
louise.white@jacobs.com
[ END ]
19
Document
Jacobs Announces Intention to Separate Critical Mission Solutions Business
Next Step in Strategic Portfolio Transformation to Unlock Enhanced Long-Term Shareholder Value
Creates a Streamlined Higher-Growth, Higher-Margin Business Portfolio Focused on Critical Infrastructure and Sustainability
Establishes CMS as a Leading, Pure-Play Government Services Provider
Separation Expected to be Effected Through Spin Off of CMS to Jacobs Shareholders
Company to Host Conference Call to Discuss Separation and Second Quarter Fiscal Year 2023 Results Today at 10:00 A.M. EDT
DALLAS, May 9, 2023 – Jacobs Solutions Inc. (NYSE: J) today announced that its Board of Directors has unanimously approved a plan to separate its Critical Mission Solutions (CMS) business from Jacobs, creating two independent companies, each positioned for greater success.
“Today’s announcement is a significant milestone in our long record of taking bold actions to drive value creation,” said Jacobs’ CEO Bob Pragada. “By separating CMS, we will streamline our business portfolio and transform Jacobs into a higher-growth, higher-margin company more closely aligned with key global mega trends and growth sectors. For the CMS business, the benefits from the separation are equally compelling. CMS has grown to be an industry leading government services provider with significant scale, differentiated services and deep client relationships. As an independent company, CMS will be better able to focus on its distinct strategy and operating needs, driving further momentum in its business. We believe the separation will create value for all stakeholders.”
Benefits of the Separation Transaction
As separate companies, Jacobs and the CMS business are expected to benefit from:
•Enhanced focus with the ability to pursue individualized strategies and operational initiatives specific to the industries in which they each operate
•Tailored capital allocation and structure, including equity, directed toward their respective growth opportunities and in line with industry-specific dynamics
•Strengthened ability to attract and retain top talent through incentive programs more closely aligned with individual business performance
•Investment profiles aligned with investor expectations and preferences for different market and business dynamics
•Proven leadership teams and dedicated employees delivering world-class services to clients
Two Leading Companies
Jacobs: Following the separation, Jacobs will continue to be a premier technology-enabled solutions provider focused on addressing the world’s most complex critical infrastructure and advanced manufacturing challenges. The streamlined portfolio will combine leading global capabilities in consulting, planning, engineering, design and program management with data science and technology-enabled expertise to deliver differentiated end-to-end solutions for primarily state, local and national governments and private sector clients throughout the world. The Company’s leading positions in the attractive water and environment, energy transition, transportation and advanced manufacturing sectors are each closely aligned with the Company’s three growth accelerators – Climate Response, Consulting and Advisory, and Data Solutions. Excluding the businesses to be separated, Jacobs generated approximately $10.5 billion in revenue in fiscal year 2022.
Critical Mission Solutions (CMS): CMS, which generated approximately $4.4 billion in revenue in fiscal year 2022, is a leading provider of technical consulting, applied science research, training, intelligent asset management and program management services to federal government agencies. CMS delivers mission-
critical technology-enabled solutions aligned to space, national security, nuclear remediation and 5G technology. CMS’s business benefits from a strong base of recurring, long-term enterprise contracts, where CMS’s distinctive capabilities and deep client relationships provide a competitive advantage.
Steve Arnette, EVP and President of CMS, will continue to lead CMS.
Separation Details
Jacobs is committed to maintaining an investment grade profile for Jacobs following the separation. The proposed capital structure, governance and other matters relating to CMS are still being determined and will be communicated at a later date.
Jacobs is targeting completing the separation in the second half of fiscal year 2024 through a distribution that is intended to be tax-free to Jacobs shareholders for U.S. federal income tax purposes. Completion of the separation transaction is subject to final approval by Jacobs’ Board of Directors and other customary conditions, including the receipt of a private letter ruling from the Internal Revenue Service, opinions from tax advisors and the filing and effectiveness of a registration statement with the U.S. Securities and Exchange Commission. Jacobs intends to provide updates on the separation as appropriate.
Fiscal Q2 2023 Earnings Results and Investor Conference Call
Jacobs will discuss the planned separation of the CMS business and its fiscal second quarter 2023 financial results, which were separately announced today, on a conference call/webcast scheduled today at 10:00 A.M. EDT, which it is webcasting live at https://invest.jacobs.com.
Advisors
Centerview Partners LLC and Perella Weinberg Partners LP are serving as financial advisors to Jacobs and Wachtell, Lipton, Rosen & Katz is serving as legal advisor.
About Jacobs
At Jacobs, we're challenging today to reinvent tomorrow by solving the world's most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge manufacturing, turning abstract ideas into realities that transform the world for good. With approximately $15 billion in annual revenue and a talent force of more than 60,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sectors. Visit jacobs.com and connect with Jacobs on LinkedIn, Twitter, Facebook and Instagram.
#
In addition to historical information, this press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as “expects,” “anticipates,” “believes,” “seeks,” “estimates,” “plans,” “intends,” “future,” “will,” “would,” “could,” “can,” “may,” “target,” “goal” and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning our plans to separate the CMS business through a spin-off that is intended to be tax-free to stockholders for U.S. federal income taxes purposes, the description of the CMS business following the separation, the timing of completion for the separation, our intent to maintain Jacobs’ investment grade credit profile, and the perceived benefits for both Jacobs and CMS to be derived from the separation. Although such statements are based on management’s current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors which could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include uncertainties as to the structure and timing of the separation of the CMS business, the possibility that closing conditions for a separation transaction may not be satisfied
or waived, the impact of the separation on Jacobs and the CMS businesses if the separation is completed, the possibility that the separation may not qualify for the expected tax treatment, the risk that any consents or approvals required in connection with the separation may not be received, the risk that the separation may be more difficult, time-consuming or costly than expected, the possibility that we may not retain key employees while the separation is pending or after it is completed, as well as other factors related to our business, such as competition from existing and future competitors in our target markets, our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, the impact of any pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to such pandemic, the timing of the award of projects and funding and potential changes to the amounts provided for, under the Infrastructure Investment and Jobs Act, financial market risks that may affect the Company, including by affecting the Company's access to capital, the cost of such capital and/or the Company's funding obligations under defined benefit pension and postretirement plans, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the impact of a possible recession or economic downturn on our results, prospects and opportunities, and geopolitical events and conflicts, among others. The impact of such matters includes, but is not limited to, the possibility that we will not complete the spin-off transaction. The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see those listed and discussed in Item 1A, Risk Factors included in our 2022 Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. We undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors, as well as the financial and business disclosures contained in our 2022 Annual Report on Form 10-K, our Quarterly Report on Form 10-Q and in other documents we file from time to time with the United States Securities and Exchange Commission.
Contacts
Investors
Jonathan Evans, Vice President, Investor Relations and Corporate Development: +1 (214) 583-8407
Media
Louise White, Vice President, Corporate Communications: +1 (469) 724-0810