Amentum Reports Third Quarter Fiscal Year 2025 Results and Raises Full Year Organic Guidance
Revenues of
Net Income of
Diluted Earnings Per Share of
Operating Cash Flow of
Backlog of
Reduced Net Debt to
“Amentum’s third quarter performance reflects strong execution and demonstrates the continued strength of our business,” said Amentum Chief Executive Officer
Summary Operating Results |
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Three Months Ended |
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(in millions, except per share data) |
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% Change |
GAAP Measures: |
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Revenues |
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|
|
|
66% |
Operating income |
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|
16% |
Net income (loss) |
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|
138% |
Diluted earnings (loss) per share |
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|
114% |
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Pro Forma and Non-GAAP Measures1,2: |
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Revenues |
|
|
|
|
2% |
Adjusted EBITDA2 |
|
|
|
|
7% |
Adjusted EBITDA Margin2 |
7.7% |
|
7.4% |
|
+30 bps |
Adjusted Diluted Earnings Per Share (EPS)2 |
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|
|
10% |
Free Cash Flow2 |
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N/A |
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N/A |
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1 – |
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2 – Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Management believes that these non-GAAP measures provide another measure of Amentum’s results of operations and financial condition, including its ability to comply with financial covenants. See Unaudited Pro Forma Non-GAAP Financial Measures at the end of this press release for more information and a reconciliation of our selected reported results to these non-GAAP measures. |
GAAP Results
GAAP revenues increased 66% year-over-year primarily as a result of revenues from the combination with Jacobs' Critical Mission Solutions and Cyber & Intelligence (CMS) businesses. GAAP operating income increased as a result of the contribution from CMS, partially offset by increased intangible amortization expense. GAAP net income and diluted earnings per share improved year-over-year due to the higher operating income and lower interest expense.
Pro Forma and Non-GAAP Results
Pro forma revenues, which include the results of CMS prepared in accordance with the requirements of Article 11 of Regulation S-X, increased 2% year-over-year driven by growth in Digital Solutions. Pro Forma Adjusted EBITDA increased 7% year-over-year primarily due to the higher revenues and improved operating performance. Pro Forma Adjusted Net Income and Adjusted Diluted Earnings Per Share increased due to higher operating profit partially offset by an increase in interest expense.
Pro Forma and Non-GAAP Segment Results
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Three Months Ended |
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Nine Months Ended |
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(in millions) |
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% Change |
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% Change |
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Revenues |
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|
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|
|
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Digital Solutions |
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12% |
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|
|
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5% |
|
|
2,140 |
|
2,216 |
|
(3)% |
|
6,421 |
|
6,441 |
|
—% |
Total Revenues |
|
|
|
|
2% |
|
|
|
|
|
2% |
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|
|
|
|
|
|
|
|
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Adjusted EBITDA2 |
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|
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|
|
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|
|
|
|
|
Digital Solutions |
|
|
|
|
21% |
|
|
|
|
|
10% |
|
|
160 |
|
163 |
|
(2)% |
|
483 |
|
479 |
|
1% |
Total Adjusted EBITDA |
|
|
|
|
7% |
|
|
|
|
|
4% |
|
|
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1 – |
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2 – Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. Management believes that these non-GAAP measures provide another measure of Amentum’s results of operations and financial condition, including its ability to comply with financial covenants. See Unaudited Pro Forma Non-GAAP Financial Measures at the end of this press release for more information and a reconciliation of our selected reported results to these non-GAAP measures. |
Digital Solutions revenues for the third quarter increased 12% year-over-year driven by higher volume from the ramp up of new commercial contract awards. Adjusted EBITDA increased 21% year-over-year due to the higher revenues and improved operational performance.
Cash Flow Summary
During the three months ended
Backlog and Contract Awards
As of
Notable Q3 Fiscal Year 2025 Highlights
-
Space Force Range Contract (SFRC) - The United States Space Force awarded Amentum SFRC, a
$4 billion single-award indefinite delivery indefinite quantity contract with a ten-year ordering period, to advance the national capability for Assured Access To Space from the Eastern and Western Ranges through responsive and flexible operations, maintenance, sustainment, systems engineering and integration solutions. The award is under protest and therefore is not yet included in backlog or book-to-bill. -
Canadian Nuclear Laboratories (CNL) - TheAtomic Energy of Canada Limited awarded the CNL operations and management solutions contract, a CAD$1.2 billion annual contract with a six-year base and extension periods up to a total of twenty years, toNuclear Laboratory Partners ofCanada, Inc. As part of the joint venture partnership, Amentum will continue to bring comprehensive nuclear operational solutions, research and development, and technical expertise inCanada . -
Multiple Intelligence Awards - Amentum secured two new awards totaling over
$500 million to provide Intelligence customers with a broad range of advanced engineering and technology solutions including mission-critical data modeling and analysis. The awards illustrate the continued strong demand for Amentum's expertise and innovative intelligence solutions. -
On-Contract Growth Modifications and Extensions - Amentum benefited from over
$2 billion in bookings from contract modifications and extensions from a variety of end-market customers, including theU.S. Air Force ,U.S. Navy , and Fortune 500 clients.
Completed Divestitures
On
Updated Fiscal Year 2025 Guidance
Amentum raises its fiscal year 2025 organic guidance as follows:
(in millions, except per share data) |
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Prior Guidance |
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Current Guidance |
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Implied Underlying
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Revenues |
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- |
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- |
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Adjusted EBITDA1 |
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- |
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- |
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Adjusted Diluted EPS1 |
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- |
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- |
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Free Cash Flow1 |
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- |
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- |
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1 – Represents a Non-GAAP financial measure - see the related explanations included elsewhere in this release. Amentum does not provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results for the relevant period. |
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2 – Represents increases to the guidance mid-points plus the estimated fourth quarter impact from the divested Rapid Solutions and |
Webcast Information
Amentum will host a conference call beginning at
About Amentum
Amentum is a global leader in advanced engineering and innovative technology solutions, trusted by
Visit us at amentum.com to learn how we advance the future together.
Cautionary Note Regarding Forward Looking Statements
This release contains or incorporates by reference statements that relate to future events and expectations and, as such, could be interpreted to be “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements may be characterized by terminology such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including projections of financial performance; statements of plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings relating to products or services; any statements regarding future economic conditions or performance; any statements of assumptions underlying any of the foregoing; and any other statements that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future.
Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others: changes in
Pro Forma and Non-GAAP Measures
This release includes the presentation and discussion of pro forma financial information that incorporates the results of CMS prepared in accordance with the requirements of Article 11 of Regulation S-X. This release also includes the presentation and discussion of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Free Cash Flow and Net Leverage, which are not measures of financial performance under Generally Accepted Accounting Principles in
Definitions of applicable non-GAAP measures and reconciliations to the most directly comparable GAAP measures are provided elsewhere in this release.
In addition to the above non-GAAP financial measures, the Company has included backlog, net bookings, and book-to-bill in this release. Backlog is an operational measure representing the estimated amount of future revenues to be recognized under negotiated contracts, and net bookings represent the change in backlog between reporting periods plus reported revenues for the period. Book-to-bill represents net bookings divided by reported revenues for the same period. We believe these metrics are useful for investors because they are an important measure of business development performance and are used by management to conduct and evaluate its business during its regular review of operating results.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) |
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Three Months Ended |
|
Nine Months Ended |
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Revenues |
$ |
3,561 |
|
|
$ |
2,142 |
|
|
$ |
10,468 |
|
|
$ |
6,176 |
|
Cost of revenues |
|
(3,193 |
) |
|
|
(1,936 |
) |
|
|
(9,372 |
) |
|
|
(5,576 |
) |
Selling, general, and administrative expenses |
|
(165 |
) |
|
|
(77 |
) |
|
|
(440 |
) |
|
|
(216 |
) |
Amortization of intangibles |
|
(118 |
) |
|
|
(57 |
) |
|
|
(358 |
) |
|
|
(171 |
) |
Equity earnings of non-consolidated subsidiaries |
|
18 |
|
|
|
17 |
|
|
|
47 |
|
|
|
51 |
|
Operating income |
|
103 |
|
|
|
89 |
|
|
|
345 |
|
|
|
264 |
|
Interest expense and other, net |
|
(88 |
) |
|
|
(108 |
) |
|
|
(261 |
) |
|
|
(330 |
) |
Loss on extinguishment of debt |
|
(3 |
) |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(3 |
) |
Income (loss) before income taxes |
|
12 |
|
|
|
(22 |
) |
|
|
81 |
|
|
|
(69 |
) |
Provision for income taxes |
|
(13 |
) |
|
|
(2 |
) |
|
|
(59 |
) |
|
|
(36 |
) |
Net income (loss) including non-controlling interests |
|
(1 |
) |
|
|
(24 |
) |
|
|
22 |
|
|
|
(105 |
) |
Less: net income (loss) attributable to non-controlling interests |
|
11 |
|
|
|
(2 |
) |
|
|
4 |
|
|
|
(3 |
) |
Net income (loss) attributable to common shareholders |
$ |
10 |
|
|
$ |
(26 |
) |
|
$ |
26 |
|
|
$ |
(108 |
) |
|
|
|
|
|
|
|
|
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Basic and diluted earnings (loss) per share attributable to common shareholders |
$ |
0.04 |
|
|
$ |
(0.29 |
) |
|
$ |
0.11 |
|
|
$ |
(1.20 |
) |
Basic and diluted weighted average shares outstanding |
|
243 |
|
|
|
90 |
|
|
|
243 |
|
|
|
90 |
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except per share data) |
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ASSETS |
|
|
|
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Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
738 |
|
|
$ |
452 |
|
Accounts receivable, net |
|
2,475 |
|
|
|
2,401 |
|
Prepaid expenses and other current assets |
|
214 |
|
|
|
231 |
|
Total current assets |
|
3,427 |
|
|
|
3,084 |
|
Property and equipment, net |
|
115 |
|
|
|
144 |
|
Equity method investments |
|
198 |
|
|
|
123 |
|
|
|
5,616 |
|
|
|
5,556 |
|
Intangible assets, net |
|
2,075 |
|
|
|
2,623 |
|
Other long-term assets |
|
377 |
|
|
|
444 |
|
Total assets |
$ |
11,808 |
|
|
$ |
11,974 |
|
|
|
|
|
||||
LIABILITIES |
|
|
|
||||
Current liabilities: |
|
|
|
||||
Current portion of long-term debt |
$ |
43 |
|
|
$ |
36 |
|
Accounts payable |
|
821 |
|
|
|
764 |
|
Accrued compensation and benefits |
|
692 |
|
|
|
696 |
|
Contract liabilities |
|
147 |
|
|
|
113 |
|
Other current liabilities |
|
469 |
|
|
|
356 |
|
Total current liabilities |
|
2,172 |
|
|
|
1,965 |
|
Long-term debt, net of current portion |
|
4,441 |
|
|
|
4,643 |
|
Deferred tax liabilities |
|
249 |
|
|
|
370 |
|
Other long-term liabilities |
|
357 |
|
|
|
444 |
|
Total liabilities |
|
7,219 |
|
|
|
7,422 |
|
|
|
|
|
||||
SHAREHOLDERS' EQUITY |
|
|
|
||||
Common stock, |
|
2 |
|
|
|
2 |
|
Additional paid-in capital |
|
4,914 |
|
|
|
4,962 |
|
Retained deficit |
|
(501 |
) |
|
|
(527 |
) |
Accumulated other comprehensive income |
|
43 |
|
|
|
23 |
|
Total Amentum shareholders' equity |
|
4,458 |
|
|
|
4,460 |
|
Non-controlling interests |
|
131 |
|
|
|
92 |
|
Total shareholders' equity |
|
4,589 |
|
|
|
4,552 |
|
Total liabilities and shareholders' equity |
$ |
11,808 |
|
|
$ |
11,974 |
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) |
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|
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|
Three Months Ended |
|
Nine Months Ended |
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|
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|
|
|
|
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Cash flows from operating activities |
|
|
|
|
|
|
|
||||||||
Net (loss) income including non-controlling interests |
$ |
(1 |
) |
|
$ |
(24 |
) |
|
$ |
22 |
|
|
$ |
(105 |
) |
Adjustments to reconcile net (loss) income including non-controlling interests to net cash provided by operating activities: |
|
|
|
|
|
|
|
||||||||
Depreciation |
|
11 |
|
|
|
5 |
|
|
|
29 |
|
|
|
17 |
|
Amortization of intangibles |
|
118 |
|
|
|
57 |
|
|
|
358 |
|
|
|
171 |
|
Amortization of deferred loan costs and original issue discount |
|
3 |
|
|
|
5 |
|
|
|
8 |
|
|
|
16 |
|
Derivative instruments |
|
2 |
|
|
|
3 |
|
|
|
8 |
|
|
|
34 |
|
Equity earnings of non-consolidated subsidiaries |
|
(18 |
) |
|
|
(17 |
) |
|
|
(47 |
) |
|
|
(51 |
) |
Distributions from equity method investments |
|
22 |
|
|
|
15 |
|
|
|
57 |
|
|
|
46 |
|
Deferred income taxes |
|
(33 |
) |
|
|
12 |
|
|
|
(44 |
) |
|
|
(17 |
) |
Equity-based compensation |
|
7 |
|
|
|
1 |
|
|
|
15 |
|
|
|
3 |
|
Other |
|
4 |
|
|
|
4 |
|
|
|
3 |
|
|
|
6 |
|
Changes in assets and liabilities, net of effects of business acquisition: |
|
|
|
|
|
|
|
||||||||
Accounts receivable, net |
|
(27 |
) |
|
|
117 |
|
|
|
(154 |
) |
|
|
29 |
|
Prepaid expenses and other assets |
|
4 |
|
|
|
17 |
|
|
|
75 |
|
|
|
69 |
|
Accounts payable, contract liabilities, and other current liabilities |
|
(17 |
) |
|
|
(13 |
) |
|
|
(28 |
) |
|
|
(111 |
) |
Accrued employee compensation and benefits |
|
37 |
|
|
|
61 |
|
|
|
(9 |
) |
|
|
57 |
|
Other long-term liabilities |
|
(6 |
) |
|
|
(5 |
) |
|
|
(20 |
) |
|
|
(4 |
) |
Net cash provided by operating activities |
|
106 |
|
|
|
238 |
|
|
|
273 |
|
|
|
160 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
||||||||
Acquisition, net of cash acquired |
|
(70 |
) |
|
|
— |
|
|
|
(70 |
) |
|
|
— |
|
Divestitures, net of cash conveyed |
|
358 |
|
|
|
— |
|
|
|
358 |
|
|
|
— |
|
Payments for property and equipment |
|
(6 |
) |
|
|
(2 |
) |
|
|
(18 |
) |
|
|
(7 |
) |
Contributions to equity method investments |
|
(8 |
) |
|
|
— |
|
|
|
(36 |
) |
|
|
— |
|
Other |
|
1 |
|
|
|
— |
|
|
|
2 |
|
|
|
(1 |
) |
Net cash provided by (used in) investing activities |
|
275 |
|
|
|
(2 |
) |
|
|
236 |
|
|
|
(8 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
||||||||
Borrowings on revolving credit facilities |
|
345 |
|
|
|
— |
|
|
|
858 |
|
|
|
562 |
|
Payments on revolving credit facilities |
|
(345 |
) |
|
|
— |
|
|
|
(858 |
) |
|
|
(562 |
) |
Repayments of borrowings under the credit agreement |
|
(200 |
) |
|
|
(158 |
) |
|
|
(200 |
) |
|
|
(175 |
) |
Repayments of borrowings under other agreements |
|
(2 |
) |
|
|
(4 |
) |
|
|
(7 |
) |
|
|
(10 |
) |
Distributions to non-controlling interests |
|
1 |
|
|
|
— |
|
|
|
(21 |
) |
|
|
(2 |
) |
Other |
|
(2 |
) |
|
|
1 |
|
|
|
(3 |
) |
|
|
(2 |
) |
Net cash used in financing activities |
|
(203 |
) |
|
|
(161 |
) |
|
|
(231 |
) |
|
|
(189 |
) |
Effect of exchange rate changes on cash |
|
14 |
|
|
|
(1 |
) |
|
|
8 |
|
|
|
3 |
|
Net change in cash and cash equivalents |
|
192 |
|
|
|
74 |
|
|
|
286 |
|
|
|
(34 |
) |
Cash and cash equivalents, beginning of period |
|
546 |
|
|
|
197 |
|
|
|
452 |
|
|
|
305 |
|
Cash and cash equivalents, end of period |
$ |
738 |
|
|
$ |
271 |
|
|
$ |
738 |
|
|
$ |
271 |
|
UNAUDITED NON-GAAP FINANCIAL MEASURES
The presentation and discussion of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow are not measures of financial performance under Generally Accepted Accounting Principles in
Adjusted EBITDA is defined as GAAP net income attributable to common shareholders adjusted for interest expense and other, net, provision for income taxes, depreciation and amortization, and excludes the following discrete items:
- Acquisition, transaction, and integration costs – Represents acquisition, transaction and integration costs, including severance, retention, and other adjustments related to acquisition and integration activities.
- Amortization of intangibles – Represents the amortization of intangible assets.
- Non-cash GAAP expense (gain) – Represents a non-cash goodwill impairment charge and a non-cash gain on acquisition of controlling interest.
- Divestitures – Represents divestiture gains and losses.
- Loss on extinguishment of debt – Represents the write-off of debt discount and debt issuance costs as a result of debt modifications.
- Utilization of certain fair market value adjustments assigned in purchase accounting – Represents the periodic utilization of the fair market value adjustments assigned to certain equity method investments and non-controlling interests based on the remaining period of performance for the related contract.
- Share-based compensation – Represents non-cash compensation expenses recognized for share based arrangements.
Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenues.
Adjusted Net Income is defined as GAAP net income attributable to common shareholders excluding the discrete items listed under Adjusted EBITDA and the related tax impacts.
Adjusted Diluted EPS is defined as Adjusted Net Income divided by diluted weighted average number of common shares outstanding.
Free Cash Flow is defined as GAAP cash flow provided by operating activities less purchases of property and equipment.
UNAUDITED NON-GAAP FINANCIAL MEASURES
(in millions, except per share data and margin percentages)
The following table presents the reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Diluted EPS to the most directly comparable GAAP measures for the three months ended
|
For the Three Months Ended |
|||||||||||||||||||||||||||||
|
As
|
|
Acquisition,
|
|
Amortization
|
|
Divestitures |
|
Loss on
|
|
Utilization of
|
|
Share-based
|
|
Non-
|
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Revenues |
$ |
3,561 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income |
$ |
103 |
|
|
$ |
32 |
|
|
$ |
118 |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
5 |
|
|
$ |
7 |
|
|
$ |
265 |
|
Non-operating expenses, net |
|
(91 |
) |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
3 |
|
|
— |
|
|
|
— |
|
|
|
(85 |
) |
Income before income taxes |
|
12 |
|
|
|
32 |
|
|
|
118 |
|
|
|
3 |
|
|
|
3 |
|
|
5 |
|
|
|
7 |
|
|
|
180 |
|
Provision for income taxes 1 |
|
(13 |
) |
|
|
(8 |
) |
|
|
(11 |
) |
|
|
(8 |
) |
|
|
— |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(43 |
) |
Net income including non-controlling interests |
|
(1 |
) |
|
|
24 |
|
|
|
107 |
|
|
|
(5 |
) |
|
|
3 |
|
|
4 |
|
|
|
5 |
|
|
|
137 |
|
Less: net income (loss) attributable to non-controlling interests |
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(13 |
) |
|
|
— |
|
|
|
(2 |
) |
Net income (loss) attributable to common shareholders |
$ |
10 |
|
|
$ |
24 |
|
|
$ |
107 |
|
|
$ |
(5 |
) |
|
$ |
3 |
|
$ |
(9 |
) |
|
$ |
5 |
|
|
$ |
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Basic and diluted income per share attributable to common shareholders |
$ |
0.04 |
|
|
$ |
0.10 |
|
|
$ |
0.44 |
|
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
$ |
(0.03 |
) |
|
$ |
0.02 |
|
|
$ |
0.56 |
|
Basic and diluted weighted average shares outstanding |
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) attributable to common shareholders |
$ |
10 |
|
|
$ |
24 |
|
|
$ |
107 |
|
|
$ |
(5 |
) |
|
$ |
3 |
|
$ |
(9 |
) |
|
$ |
5 |
|
|
$ |
135 |
|
Net income margin 2 |
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.8 |
% |
|||||||||||
Depreciation expense |
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
11 |
|
Amortization of intangibles |
|
118 |
|
|
|
— |
|
|
|
(118 |
) |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Interest expense and other, net |
|
88 |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
85 |
|
Provision for income taxes |
|
13 |
|
|
|
8 |
|
|
|
11 |
|
|
|
8 |
|
|
|
— |
|
|
1 |
|
|
|
2 |
|
|
|
43 |
|
EBITDA (non-GAAP) |
$ |
240 |
|
|
$ |
32 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3 |
|
$ |
(8 |
) |
|
$ |
7 |
|
|
$ |
274 |
|
EBITDA margin |
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.7 |
% |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
1 - Calculation uses a full year estimated statutory rate on each non-GAAP tax deductible adjustment, unless the nature of the item requires application of specific tax treatment for related impacts. |
||||||||||||||||||||||||||||||
2 - Calculated as net income (loss) attributable to common shareholders divided by revenues. |
UNAUDITED NON-GAAP FINANCIAL MEASURES
(in millions, except per share data and margin percentages)
The following table presents the reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Diluted EPS to the most directly comparable GAAP measures for the nine months ended
|
For the Nine Months Ended |
|||||||||||||||||||||||||||||
|
As
|
|
Acquisition,
|
|
Amortization
|
|
Divestitures |
|
Loss on
|
|
Utilization of
|
|
Share-based
|
|
Non-
|
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Revenues |
$ |
10,468 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income |
$ |
345 |
|
|
$ |
62 |
|
|
$ |
358 |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
16 |
|
|
$ |
15 |
|
|
$ |
796 |
|
Non-operating expenses, net |
|
(264 |
) |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
3 |
|
|
— |
|
|
|
— |
|
|
|
(258 |
) |
Income before income taxes |
|
81 |
|
|
|
62 |
|
|
|
358 |
|
|
|
3 |
|
|
|
3 |
|
|
16 |
|
|
|
15 |
|
|
|
538 |
|
Provision for income taxes 1 |
|
(59 |
) |
|
|
(15 |
) |
|
|
(41 |
) |
|
|
(8 |
) |
|
|
— |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(129 |
) |
Net income (loss) including non-controlling interests |
|
22 |
|
|
|
47 |
|
|
|
317 |
|
|
|
(5 |
) |
|
|
3 |
|
|
13 |
|
|
|
12 |
|
|
|
409 |
|
Less: net income (loss) attributable to non-controlling interests |
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(25 |
) |
|
|
— |
|
|
|
(21 |
) |
Net income (loss) attributable to common shareholders |
$ |
26 |
|
|
$ |
47 |
|
|
$ |
317 |
|
|
$ |
(5 |
) |
|
$ |
3 |
|
$ |
(12 |
) |
|
$ |
12 |
|
|
$ |
388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Basic and diluted income (loss) per share attributable to common shareholders |
$ |
0.11 |
|
|
$ |
0.19 |
|
|
$ |
1.30 |
|
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
$ |
(0.04 |
) |
|
$ |
0.05 |
|
|
$ |
1.60 |
|
Basic and diluted weighted average shares outstanding |
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss) attributable to common shareholders |
$ |
26 |
|
|
$ |
47 |
|
|
$ |
317 |
|
|
$ |
(5 |
) |
|
$ |
3 |
|
$ |
(12 |
) |
|
$ |
12 |
|
|
$ |
388 |
|
Net income margin 2 |
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.7 |
% |
|||||||||||
Depreciation expense |
|
29 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
29 |
|
Amortization of intangibles |
|
358 |
|
|
|
— |
|
|
|
(358 |
) |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Interest expense and other, net |
|
261 |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
258 |
|
Provision for income taxes |
|
59 |
|
|
|
15 |
|
|
|
41 |
|
|
|
8 |
|
|
|
— |
|
|
3 |
|
|
|
3 |
|
|
|
129 |
|
EBITDA (non-GAAP) |
$ |
733 |
|
|
$ |
62 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3 |
|
$ |
(9 |
) |
|
$ |
15 |
|
|
$ |
804 |
|
EBITDA margin |
|
7.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.7 |
% |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
1 - Calculation uses a full year estimated statutory rate on each non-GAAP tax deductible adjustment, unless the nature of the item requires application of specific tax treatment for related impacts. |
||||||||||||||||||||||||||||||
2 - Calculated as net income (loss) attributable to common shareholders divided by revenues. |
UNAUDITED PRO FORMA NON-GAAP FINANCIAL MEASURES
The presentation and discussion of Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin, Pro Forma Adjusted Net Income, Pro Forma Adjusted Diluted EPS, and Net Leverage are not measures of financial performance under Generally Accepted Accounting Principles in
Pro Forma Adjusted EBITDA is defined as pro forma net income attributable to common shareholders, which incorporates the results of CMS prepared in accordance with the requirements of Article 11 of Regulation S-X, adjusted for pro forma interest expense and other, net, pro forma provision for income taxes, pro forma depreciation and amortization, and excludes the following discrete pro forma items:
- Acquisition, transaction, and integration costs – Represents acquisition, transaction and integration costs, including severance, retention, and other adjustments related to acquisition and integration activities.
- Amortization of intangibles – Represents the amortization of intangible assets.
- Non-cash GAAP expense (gain) – Represents a non-cash goodwill impairment charge and a non-cash gain on acquisition of controlling interest.
- Loss on extinguishment of debt – Represents the write-off of debt discount and debt issuance costs as a result of debt modifications.
- Utilization of certain fair market value adjustments assigned in purchase accounting – Represents the periodic utilization of the fair market value adjustments assigned to certain equity method investments and non-controlling interests based on the remaining period of performance for the related contract.
- Share-based compensation – Represents non-cash compensation expenses recognized for share based arrangements.
Pro Forma Adjusted EBITDA Margin is defined as Pro Forma Adjusted EBITDA divided by Pro Forma Revenues.
Pro Forma Adjusted Net Income is defined as pro forma net income attributable to common shareholders, which incorporates the results of CMS prepared in accordance with the requirements of Article 11 of Regulation S-X, excluding the discrete pro forma items listed under Pro Forma Adjusted EBITDA and the related pro forma tax impacts.
Pro Forma Adjusted Diluted EPS is defined as Pro Forma Adjusted Net Income divided by pro forma diluted weighted average number of common shares outstanding.
Net Leverage is defined as GAAP total debt (excluding unamortized original issue discount and deferred financing costs) less cash and cash equivalents, divided by last twelve months Pro Forma Adjusted EBITDA, which is a non- GAAP measure. For FY25 Q3, Net Leverage was 3.5x, consisting of
UNAUDITED PRO FORMA NON-GAAP FINANCIAL MEASURES
(in millions, except per share data and margin percentages)
The following table presents the unaudited pro forma combined reconciliation of Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin, Pro Forma Adjusted Net Income and Pro Forma Adjusted Diluted EPS to the most directly comparable pro forma measures for the Company, including CMS, for the three months ended
|
For the Three Months Ended |
|||||||||||||||||||||||||
|
Pro Forma
|
|
Acquisition,
|
|
Amortization
|
|
Loss on
|
|
Utilization of
|
|
Share-based
|
|
Pro Forma
|
|||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||
Revenues |
$ |
3,490 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
3,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income |
$ |
112 |
|
|
$ |
9 |
|
|
$ |
132 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2 |
|
$ |
255 |
|
Non-operating expenses, net |
|
(83 |
) |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
(80 |
) |
Income before income taxes |
|
29 |
|
|
|
9 |
|
|
|
132 |
|
|
|
3 |
|
|
|
— |
|
|
|
2 |
|
|
175 |
|
Provision for income taxes 1 |
|
(9 |
) |
|
|
(2 |
) |
|
|
(31 |
) |
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
(43 |
) |
Net income including non-controlling interests |
|
20 |
|
|
|
7 |
|
|
|
101 |
|
|
|
2 |
|
|
|
— |
|
|
|
2 |
|
|
132 |
|
Less: net income attributable to non-controlling interests |
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
(7 |
) |
Net income (loss) attributable to common shareholders |
$ |
17 |
|
|
$ |
7 |
|
|
$ |
101 |
|
|
$ |
2 |
|
|
$ |
(4 |
) |
|
$ |
2 |
|
$ |
125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted income (loss) per share attributable to common shareholders |
$ |
0.07 |
|
|
$ |
0.03 |
|
|
$ |
0.41 |
|
|
$ |
0.01 |
|
|
$ |
(0.02 |
) |
|
$ |
0.01 |
|
$ |
0.51 |
|
Basic and diluted weighted average shares outstanding |
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss) attributable to common shareholders |
$ |
17 |
|
|
$ |
7 |
|
|
$ |
101 |
|
|
$ |
2 |
|
|
$ |
(4 |
) |
|
$ |
2 |
|
$ |
125 |
|
Net income margin 2 |
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
3.6 |
% |
|||||||||
Depreciation expense |
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
9 |
|
Amortization of intangibles |
|
132 |
|
|
|
— |
|
|
|
(132 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
Interest expense and other, net |
|
80 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
80 |
|
Provision for income taxes |
|
9 |
|
|
|
2 |
|
|
|
31 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
43 |
|
EBITDA (non-GAAP) |
$ |
247 |
|
|
$ |
9 |
|
|
$ |
— |
|
|
$ |
3 |
|
|
$ |
(4 |
) |
|
$ |
2 |
|
$ |
257 |
|
EBITDA margin |
|
7.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
7.4 |
% |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
1 - Calculation uses a full year estimated statutory rate on each non-GAAP tax deductible adjustment, unless the nature of the item requires application of specific tax treatment for related impacts. |
||||||||||||||||||||||||||
2 - Calculated as net income attributable to common shareholders divided by revenues. |
UNAUDITED PRO FORMA NON-GAAP FINANCIAL MEASURES
(in millions, except per share data and margin percentages)
The following table presents the unaudited pro forma combined reconciliation of Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin, Pro Forma Adjusted Net Income and Pro Forma Adjusted Diluted EPS to the most directly comparable pro forma measures for the Company, including CMS, for the nine months ended
|
For the Nine Months Ended |
|||||||||||||||||||||||||
|
Pro Forma
|
|
Acquisition,
|
|
Amortization
|
|
Loss on
|
|
Utilization of
|
|
Share-based
|
|
Pro Forma
|
|||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||
Revenues |
$ |
10,293 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
$ |
10,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income |
$ |
345 |
|
|
$ |
20 |
|
|
$ |
389 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
7 |
|
$ |
761 |
|
Non-operating expenses, net |
|
(250 |
) |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
(247 |
) |
Income before income taxes |
|
95 |
|
|
|
20 |
|
|
|
389 |
|
|
|
3 |
|
|
|
— |
|
|
|
7 |
|
|
514 |
|
Provision for income taxes 1 |
|
(4 |
) |
|
|
(9 |
) |
|
|
(110 |
) |
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
(124 |
) |
Net income including non-controlling interests |
|
91 |
|
|
|
11 |
|
|
|
279 |
|
|
|
2 |
|
|
|
— |
|
|
|
7 |
|
|
390 |
|
Less: net income attributable to non-controlling interests |
|
(4 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14 |
) |
|
|
— |
|
|
(18 |
) |
Net income (loss) attributable to common shareholders |
$ |
87 |
|
|
$ |
11 |
|
|
$ |
279 |
|
|
$ |
2 |
|
|
$ |
(14 |
) |
|
$ |
7 |
|
$ |
372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted income (loss) per share attributable to common shareholders |
$ |
0.36 |
|
|
$ |
0.04 |
|
|
$ |
1.15 |
|
|
$ |
0.01 |
|
|
$ |
(0.06 |
) |
|
$ |
0.03 |
|
$ |
1.53 |
|
Basic and diluted weighted average shares outstanding |
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
|
243 |
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss) attributable to common shareholders |
$ |
87 |
|
|
$ |
11 |
|
|
$ |
279 |
|
|
$ |
2 |
|
|
$ |
(14 |
) |
|
$ |
7 |
|
$ |
372 |
|
Net income margin 2 |
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
3.6 |
% |
|||||||||
Depreciation expense |
|
29 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
29 |
|
Amortization of intangibles |
|
389 |
|
|
|
— |
|
|
|
(389 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
Interest expense and other, net |
|
247 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
247 |
|
Provision for income taxes |
|
4 |
|
|
|
9 |
|
|
|
110 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
124 |
|
EBITDA (non-GAAP) |
$ |
756 |
|
|
$ |
20 |
|
|
$ |
— |
|
|
$ |
3 |
|
|
$ |
(14 |
) |
|
$ |
7 |
|
$ |
772 |
|
EBITDA margin |
|
7.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
7.5 |
% |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
1 - Calculation uses a full year estimated statutory rate on each non-GAAP tax deductible adjustment, unless the nature of the item requires application of specific tax treatment for related impacts. |
||||||||||||||||||||||||||
2 - Calculated as net income attributable to common shareholders divided by revenues. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20250805657724/en/
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