-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SRjAXgn2M7kxyi4RHY77CwD+c00C6m0ZhFgq/RTv8Dqsj1D2H+QmG8wOkwuvOlMl UQFH3TLFjaOaNzn0By83pg== 0001163842-05-000060.txt : 20050727 0001163842-05-000060.hdr.sgml : 20050727 20050727092954 ACCESSION NUMBER: 0001163842-05-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050727 DATE AS OF CHANGE: 20050727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTEON INTERNATIONAL CORP CENTRAL INDEX KEY: 0001163842 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 133880755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31258 FILM NUMBER: 05975681 BUSINESS ADDRESS: STREET 1: 3211 JERMANTOWNE ROAD STREET 2: SUITE 700 CITY: FAIRFAX STATE: VA ZIP: 22030-2801 BUSINESS PHONE: (703) 246-0200 MAIL ADDRESS: STREET 1: 3211 JERMANTOWN ROAD STREET 2: SUITE 700 CITY: FAIRFAX STATE: VA ZIP: 22030-2801 FORMER COMPANY: FORMER CONFORMED NAME: AZIMUTH TECHNOLOGIES INC DATE OF NAME CHANGE: 20011219 8-K 1 ascii.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 27, 2005 ANTEON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-31258 13-3880755 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3211 Jermantown Road Fairfax, VA 22030-2801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 246-0200 NOT APPLICABLE (Former name or former address, if changed since last report) 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 (see General Instruction A.2. below): |_| 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)) Item 2.02. Results of Operations and Financial Condition. On July 27, 2005, Anteon International Corporation, a Delaware corporation (the "Company"), issued a press release announcing the Company's financial results for the second quarter ended June 30, 2005 and updating its guidance for the third quarter of 2005 as well as the full year 2005. The Company also announced the schedule for a conference call and "web cast" on the same date. A copy of the Company's press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. Also attached to this Current Report on Form 8-K as Exhibit 99.2 is a reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP financial measures used in the press release and/or expected to be discussed by the Company during its conference call. The reconciliation materials are also incorporated by reference herein. The information contained in this Form 8-K, including the attached exhibits, is being furnished under Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description 99.1 Press Release, dated July 27, 2005, announcing the Company's financial results for the second quarter ended June 30, 2005. 99.2 Reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP financial measures used in the press release and/or expected to be discussed by the Company during its July 27, 2005 conference call. SIGNATURES 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. ANTEON INTERNATIONAL CORPORATION Date: July 27, 2005 /s/ Curtis L. Schehr - -------------------- ----------------------------------- Curtis L. Schehr Senior Vice President, General Counsel and Secretary Exhibit 99.1 NEWS FOR IMMEDIATE RELEASE Contacts: Investors Dennis Kelly 703-246-0318 dkelly@anteon.com Media Mark Meudt 703-246-0525 mmeudt@anteon.com ANTEON REPORTS EXCEPTIONAL 2nd QUARTER 2005 RESULTS - RAISES FULL YEAR 2005 GUIDANCE o Revenues of $368.6 million, up 21.2%; 16.8% organic o Operating margin was 9.3% o Fully diluted EPS of $0.53, up 35.9% o New orders exceeded $500 million FAIRFAX, VA, July 27, 2005 - Anteon International Corporation, NYSE: ANT, a leading information technology, and systems engineering and integration company, announced today its operating results for the second quarter ended June 30, 2005. Financial Results Revenues for the second quarter of 2005 increased 21.2% to $368.6 million from $304.2 million for the comparable period in 2004. The organic revenue growth rate was 16.8%. Operating income for the second quarter increased 38.3% to $34.5 million from $24.9 million for the comparable period in 2004. Operating income margin increased to 9.3%, including some upward contract profit adjustments. The operating margin was 8.2% for the comparable period in 2004. Net income for the second quarter increased 36.2% to $20.0 million versus $14.7 million in the comparable period in 2004. Earnings per share on a fully diluted basis was $0.53 versus $0.39 in the comparable quarter in 2004, an increase of 35.9%. Cash flow from operations for the second quarter was $19.9 million, and days sales outstanding improved 4 days during the quarter to 73. A reconciliation between certain non-GAAP financial measures and reported financial results is provided as an attachment to this press release. New Business Anteon generated $510 million of new business orders during the second quarter. New orders for the quarter were largely driven by new task order activity on existing delivery order contracts. Additionally, contracts awarded during the second quarter included: o A $100 million ceiling value contract with the Air Force Research Laboratory to integrate and transition technology from the lab through test and evaluation; o A $33 million ceiling value contract with the US Navy PEO Ships office to support its mission of combat system acquisition; and o A $27 million ceiling value contract with the Naval Air Systems Command to provide simulation and training services. CEO Comments Joseph M. Kampf, President and Chief Executive Officer of Anteon, said, "The second quarter of 2005 was an exceptional quarter for Anteon, our strongest quarter ever. Anteon has met or exceeded each and every key financial target; we are very pleased with our cumulative first half performance as well. We are raising our guidance for the remainder of the year as a result of our strong performance. Anteon's full year 2005 revenue guidance is now between $1.465 - $1.490 billion and full year fully diluted earnings per share is now expected to meet or exceed $2.01. We are well positioned to take advantage of our market's steady growth and opportunity." Company Guidance The Company provides guidance for the third quarter 2005 and updates its full year 2005 guidance as summarized in the table below. 2005 FINANCIAL GUIDANCE Dollars and shares in millions, except per share amounts Q3 2005 Full Year 2005 ------- -------------- Revenues $365-$380 $1,465-$1,490 Weighted Average Shares Outstanding 38.0 37.9 Tax Rate 38.5% 38.5% Fully Diluted Earnings Per Share Meet or exceed $0.50 Meet or exceed $2.01 Conference Call Anteon has scheduled a conference call for 10:00 a.m. Eastern Daylight Time TODAY, July 27, 2005, during which senior management will discuss second quarter results and respond to questions. The conference call will be Webcast listen only via Anteon's website at www.anteon.com. A telephone replay of the call also will be available beginning at 1:00 p.m. Eastern Daylight Time on July 27, 2005, until midnight August 3, 2005. To access the replay, call 877- 519-4471 U.S. or 973-341-3080 International. The confirmation code for access to the replay is 6272548. A replay also will be available on Anteon's website shortly after the conclusion of the call. About Anteon Anteon, headquartered in Fairfax, Virginia, is a leading systems integrator, providing information technology and engineering solutions to the U.S. Federal government and international customers. Anteon designs, integrates, maintains, and upgrades state-of-the-art systems for national defense, intelligence, homeland security, and other high priority government missions. Anteon also provides many of its government clients with the systems analysis, integration, and program management skills necessary to manage the development and operations of their mission critical systems. The Company was founded in 1976 and currently employs approximately 9,300 employees in more than 100 offices worldwide. Anteon consistently ranks among the top information technology integrators based on independent surveys, and has been named to the Forbes List of the 400 Best Big Companies in 2005, earning distinction on the Forbes Platinum List. Anteon is listed on the Standards & Poor's MidCap 400 Index. For more information, visit www.anteon.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, forward-looking statements. The Company has tried, whenever possible, to identify these forward-looking statements using words such as "projects," "anticipates," "believes," "estimates," "expects," "plans," "intends," and similar expressions. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. The risks and uncertainties involving forward-looking statements include the Company's dependence on continued funding of U.S. government programs, government contract procurement and termination risks, including risks associated with protests, and other risks described in the Company's Securities and Exchange Commission filings. These statements reflect the Company's current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this release are likely to cause these statements to become outdated with the passage of time. The Company does not currently intend, however, to update the guidance provided today prior to its next earnings release. # # #
ANTEON INTERNATIONAL CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the three months ended June 30, 2005 and 2004 ($ in thousands, except EPS) Ended Three Months Three Months Ended Percentage June 2005 June 2004 Change -------------- ------------ ----------- Revenues $ 368,595 $ 304,161 21.2% Costs of revenues 314,981 262,195 General and administrative expenses 18,470 16,372 Amortization of intangible assets 686 680 ------------- ------------ Operating income 34,458 24,914 38.3% Operating margin 9.3% 8.2% Other income 34 2 Interest expense 2,106 1,950 Minority interest (24) (30) ------------ ------------ Pretax income 32,362 22,936 41.1% Income tax 12,388 8,271 ------------- ------------ Net income 19,974 $ 14,665 36.2% ============= ============ After tax margin 5.4% 4.8% EBITDA 36,235 26,499 36.7% Cash flow from operations 19,864 29,913 (33.6%) Tax rate 38.3% 36.1% Basic shares 36,642 35,624 Diluted shares 37,819 37,204 EPS, basic $ 0.55 $ 0.41 34.1% EPS, diluted $ 0.53 $ 0.39 35.9%
ANTEON INTERNATIONAL CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS for the six months ended June 30, 2005 and 2004 ($ in thousands, except EPS) Six Months Ended Six Months Ended Percentage June 2005 June 2004 Change ------------------ ----------------- ---------- Revenues $ 718,577 $ 592,311 21.3% Costs of revenues 613,207 510,254 General and administrative expenses 38,740 32,247 Amortization of intangible assets 1,372 1,359 ---------- ---------- Operating Income 65,258 48,451 34.7% Operating margin 9.1% 8.2% Other income 907 4 Interest expense 4,320 3,744 Minority interest (53) (35) ---------- ---------- Pretax income 61,792 44,676 38.3% Income tax 23,794 16,677 ---------- ---------- Net income $ 37,998 $ 27,999 35.7% ========== ========== After tax margin 5.3% 4.7% EBITDA 69,656 51,765 34.6% Cash flow from operations 71,577 30,462 135.0% Tax rate 38.5% 37.3% Basic shares 36,465 35,536 Diluted shares 37,702 37,176 EPS, basic $ 1.04 $ 0.79 31.6% EPS, diluted $ 1.01 $ 0.75 34.7%
ANTEON INTERNATIONAL CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS ($ in thousands) As of June 30, 2005 As of (unaudited) December 31, 2004 $ Change ---------------- ------------------ -------------- ASSETS Cash and cash equivalents $ 30,125 $ 4,103 $ 26,022 Short term investments 30,000 -- 30,000 Accounts receivable, net 296,925 317,296 (20,371) Other current assets 25,312 17,205 8,107 Property and equipment, net 13,736 12,920 816 Goodwill 241,965 242,066 (101) Intangible and other assets, net 17,755 19,836 (2,081) ---------------- ------------------ ------------- Total assets $ 655,818 $ 613,426 $ 42,392 ================ ================== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable/accrued expenses and other current liabilities $ 160,961 $ 154,031 $ 6,930 Indebtedness 163,763 184,388 (20,625) Deferred revenue 20,886 13,764 7,122 Other long-term liabilities 13,028 13,685 (657) ---------------- ------------------ -------------- Total liabilities 358,638 365,868 (7,230) Minority interest in subsidiaries 335 282 53 Stockholders' equity 296,845 247,276 49,569 ---------------- ------------------ -------------- Total liabilities and stockholders' equity $ 655,818 $ 613,426 $ 42,392 ================ ================== ==============
ANTEON INTERNATIONAL CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ($ in thousands) For the six months ended June 30, 2005 2004 -------------- --------------- OPERATING ACTIVITIES: Net income $ 37,998 $ 27,999 Adjustments to reconcile net income to net cash provided by operating activities: Gain on reversal of an acquisition reserve (900) -- Depreciation and amortization on property and equipment, intangibles and financing fees 3,868 3,713 Deferred income taxes 152 (613) Minority interest in earnings of subsidiaries 53 35 Changes in assets and liabilities 30,406 (672) -------------- --------------- Net Cash Provided By Operating Activities 71,577 30,462 -------------- --------------- INVESTING ACTIVITIES: Purchases of property, equipment and other assets (2,969) (2,044) Purchases of short term investments (30,000) -- Other 100 269 -------------- --------------- Net Cash Used For Investing Activities (32,869) (1,775) -------------- --------------- FINANCING ACTIVITIES Principal payments on Term Loan B (825) (750) Deferred financing fees -- (88) Net proceeds (payments)on revolving credit facility (19,800) (4,400) Redemption of senior subordinated notes payable -- (1,876) Principal payment under capital lease obligations (126) (167) Proceeds from issuance of common stock, net of expense 8,065 2,841 -------------- --------------- Net Cash Used For Financing Activities (12,686) (4,440) -------------- --------------- CASH AND CASH EQUIVALENTS: Net Increase in cash and cash equivalents 26,022 24,247 Cash and cash equivalents, beginning of period 4,103 2,088 -------------- --------------- Cash and cash equivalents, end of period $ 30,125 $ 26,335 -------------- ---------------
RECONCILIATION BETWEEN NET INCOME AND EBITDA ( in thousands) Trailing Q3 2004 Q4 2004 Q1 2005 Q2 2005 Twelve Months ------------ ----------- ------------ ----------- --------------- Net Income $ 16,849 $ 16,957 $ 18,024 $ 19,974 $ 71,804 Provision for income taxes 9,936 10,503 11,406 12,388 44,233 Interest expense, net of interest income 1,831 2,194 2,214 2,106 8,345 Amortization 542 775 686 686 2,689 Depreciation 959 1,071 1,091 1,081 4,202 ------------ ----------- ------------ ----------- --------------- EBITDA (1) $ 30,117 $ 31,500 $ 33,421 $ 36,235 $ 131,273 ============ =========== ============ =========== ===============
(1) The Company believes that EBITDA is a useful supplement to net income and other income statement data in understanding cash flows generated from operations that are available for taxes, debt service and capital expenditures. "EBITDA" as defined represents income before income taxes plus depreciation, amortization, and net interest expense. EBITDA is a key financial measure but should not be construed as an alternative to operating income or cashflows from operating activities (as determined in accordance with accounting principles generally accepted in the United States of America).
RECONCILIATION BETWEEN TOTAL REVENUE GROWTH AND ORGANIC REVENUE GROWTH ($ in thousands) Q1 Q2 H1 ------------ ------------ ----------- 2004 Revenue $ 288,150 $ 304,161 $ 592,311 2005 Revenue 349,982 368,595 718,577 ------------ ------------ ----------- Total Revenue Growth over 2004 21.5% 21.2% 21.3% 2004 Revenues (a) 288,150 304,161 592,311 ------------ ------------ ----------- 2005 Revenue 349,982 368,595 718,577 Less: 2005 IMSI and STI Revenues (12,430) (13,273) (25,703) ------------ ------------ ----------- Adjusted Total 2004 Revenue (b) 337,552 355,322 692,874 ============ ============= =========== Organic Revenue Growth over 2004 (b-a)/a 17.1% 16.8% 17.0%
(2) The Company defines organic growth as the increase in revenues excluding the revenues associated with acquisition, divestitures and closures of businesses in comparable periods. The Company believes that organic growth is a useful supplemental measure to revenue. The Company uses organic growth as part of its evaluation of core operating results and underlying trends. RECONCILIATION OF CASH FLOW FROM OPERATIONS TO FREE CASH FLOW (in thousands) Free Cash Flow Q1 2005 Q2 2005 H1 2005 - ----------------------------- ------------ ------------ -------------- Cash flow from operations $ 51,713 $ 19,864 $ 71,577 Less: capital expenditures (1,538) (1,431) (2,969) ------------ ------------ -------------- Free cash flow (3) $ 50,175 $ 18,433 $ 68,608 ============ ============ ============== (3) The Company believes that free cash flow is a useful supplemental measure of cash available to the Company after the payments for the capital expenditures. NET DEBT RECONCILIATION ($ in thousands) Net Debt Q2 2005 Q1 2005 - ----------------------------- ------------- -------------- Revolving credit facility $ -- $ -- Term Loan B 163,763 164,175 ------------- -------------- Total: 163,763 164,175 Less: cash (30,125) (35,145) Short term investments (30,000) -- ------------- -------------- Net debt $ 103,638 $ 129,030 ============= ============== (4) The Company believes that net debt is a useful measure of actual indebtedness of the Company. Exhibit 99.2
RECONCILIATION BETWEEN NET INCOME AND EBITDA ( in thousands) Trailing Q3 2004 Q4 2004 Q1 2005 Q2 2005 Twelve Months ------------ ----------- ------------ ----------- --------------- Net Income $ 16,849 $ 16,957 $ 18,024 $ 19,974 $ 71,804 Provision for income taxes 9,936 10,503 11,406 12,388 44,233 Interest expense, net of interest income 1,831 2,194 2,214 2,106 8,345 Amortization 542 775 686 686 2,689 Depreciation 959 1,071 1,091 1,081 4,202 ------------ ----------- ------------ ----------- --------------- EBITDA (1) $ 30,117 $ 31,500 $ 33,421 $ 36,235 $ 131,273 ============ =========== ============ =========== ===============
(1) The Company believes that EBITDA is a useful supplement to net income and other income statement data in understanding cash flows generated from operations that are available for taxes, debt service and capital expenditures. "EBITDA" as defined represents income before income taxes plus depreciation, amortization, and net interest expense. EBITDA is a key financial measure but should not be construed as an alternative to operating income or cashflows from operating activities (as determined in accordance with accounting principles generally accepted in the United States of America).
RECONCILIATION BETWEEN TOTAL REVENUE GROWTH AND ORGANIC REVENUE GROWTH ($ in thousands) Q1 Q2 H1 ------------ ------------ ----------- 2004 Revenue $ 288,150 $ 304,161 $ 592,311 2005 Revenue 349,982 368,595 718,577 ------------ ------------ ----------- Total Revenue Growth over 2004 21.5% 21.2% 21.3% 2004 Revenues (a) 288,150 304,161 592,311 ------------ ------------ ----------- 2005 Revenue 349,982 368,595 718,577 Less: 2005 IMSI and STI Revenues (12,430) (13,273) (25,703) ------------ ------------ ----------- Adjusted Total 2004 Revenue (b) 337,552 355,322 692,874 ============ ============= =========== Organic Revenue Growth over 2004 (b-a)/a 17.1% 16.8% 17.0%
(2) The Company defines organic growth as the increase in revenues excluding the revenues associated with acquisition, divestitures and closures of businesses in comparable periods. The Company believes that organic growth is a useful supplemental measure to revenue. The Company uses organic growth as part of its evaluation of core operating results and underlying trends. RECONCILIATION OF CASH FLOW FROM OPERATIONS TO FREE CASH FLOW (in thousands) Free Cash Flow Q1 2005 Q2 2005 H1 2005 - ----------------------------- ------------ ------------ -------------- Cash flow from operations $ 51,713 $ 19,864 $ 71,577 Less: capital expenditures (1,538) (1,431) (2,969) ------------ ------------ -------------- Free cash flow (3) $ 50,175 $ 18,433 $ 68,608 ============ ============ ============== (3) The Company believes that free cash flow is a useful supplemental measure of cash available to the Company after the payments for the capital expenditures. NET DEBT RECONCILIATION ($ in thousands) Net Debt Q2 2005 Q1 2005 - ----------------------------- ------------- -------------- Revolving credit facility $ -- $ -- Term Loan B 163,763 164,175 ------------- -------------- Total: 163,763 164,175 Less: cash (30,125) (35,145) Short term investments (30,000) -- ------------- -------------- Net debt $ 103,638 $ 129,030 ============= ============== (4) The Company believes that net debt is a useful measure of actual indebtedness of the Company. -----END PRIVACY-ENHANCED MESSAGE-----