Delaware | 1-33146 | 20-4536774 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
601 Jefferson Street | ||
Suite 3400 | ||
Houston, Texas 77002 | ||
(Address of principal executive offices) |
(d) | Exhibits |
KBR, INC. | ||
February 26, 2019 | /s/ Adam M. Kramer | |
Adam M. Kramer | ||
Vice President, Public Law and Corporate Secretary |
• | Revenue growth of 42% to $1.3 billion; Diluted EPS of $0.31; Adjusted EPS of $0.39 |
• | Industry-leading Government Services organic growth of 31% |
• | Operating cash flow of $129 million |
• | Revenue growth of 18% to $4.9 billion; Diluted EPS of $1.99; Adjusted EPS of $1.53 |
• | Industry-leading Government Services organic growth of 17% |
• | Operating cash flow of $165 million |
• | EPS guidance of $1.29-$1.44; Adjusted EPS guidance of $1.58-$1.73 |
• | Operating cash flow of $175-$205 million; 90%-110% of Net Income |
HOUSTON, Texas - February 26, 2019 - KBR, Inc. (NYSE: KBR), a global provider of differentiated, professional services and technologies across the asset and program life cycle of the government services and hydrocarbons industries today announced fourth quarter and fiscal 2018 financial results and guidance for fiscal 2019. |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Dollars in millions, except per share amounts | (Unaudited) | |||||||||||||||
Revenue | $ | 1,330 | $ | 937 | $ | 4,913 | $ | 4,171 | ||||||||
Operating Income | $ | 88 | $ | 27 | $ | 470 | $ | 266 | ||||||||
Net Income Attributable to KBR | $ | 43 | $ | 275 | $ | 281 | $ | 434 | ||||||||
Cash Flow Provided by Operating Activities | $ | 129 | $ | (45 | ) | $ | 165 | $ | 193 | |||||||
Diluted EPS | $ | 0.31 | $ | 1.94 | $ | 1.99 | $ | 3.06 | ||||||||
Adjusted EPS (1) | $ | 0.39 | $ | 0.28 | $ | 1.53 | $ | 1.49 | ||||||||
(1) See additional information at the end of this release regarding non-GAAP financial measures. |
• | Industry-leading organic revenue growth in our Government Services business of 31% underpinned by on-contract growth, take-away wins, and new work awarded under our portfolio of well-positioned contracting vehicles: |
◦ | We won a major award to support the U.S. Air Force at Tyndall Air Force Base as it recovered in the wake of Hurricane Michael, a Category 4 storm that damaged every building on base, devastated the military flight line and wiped out the marina. We rapidly deployed a team that tackled a broad spectrum of activities such as debris removal, airfield and flight line management, supply and restoration of emergency power and satellite communications, and recovery of unique military aircraft; |
◦ | New wins and takeaways, such as the MSOC NASA contract at Johnson Space Center under which we provide technical, managerial, and administrative services to ensure the availability, integrity, reliability, and security of systems supporting NASA spaceflight programs; and |
◦ | On-contract growth across our logistics business as additional activities are added to our scope of services; |
• | Incremental revenue and accretive earnings from our acquisition of SGT and consolidation of Aspire; |
• | Strong organic revenue growth in our Technology business of 12% attributable to increasing demand for our innovative solutions across the chemical, petrochemical and refining markets as well as increased bundling of technology licenses with ancillary services, proprietary equipment and catalysts; |
• | Interest expense was in line with expectations; |
• | Income taxes were in line with expectations. The 4th quarter of 2017 included a significant release of valuation allowances and other adjustments associated with 2017 U.S. Tax Reform resulting in a non-cash tax benefit of $241 million; and |
• | Operating cash flow of $129 million on strong collections and distributions from Joint Ventures. |
• | Industry-leading organic revenue growth in our Government Services business of 17% underpinned by on-contract growth in logistics and engineering, take-away wins, and new work awarded under our portfolio of well-positioned contracting vehicles, as discussed previously; |
• | Incremental revenue and accretive earnings from our acquisition of SGT and consolidation of Aspire, including a non-cash gain on consolidation of Aspire of $108 million; |
• | Strong organic revenue growth in our Technology business of 10% (same drivers as described above); |
• | Consistent execution across each of our segments, including the successful completion of several Hydrocarbons Services projects; |
• | Interest expense was in line with expectations; |
• | Income taxes were in line with expectations. 2017 included a significant release of valuation allowances and other adjustments associated with 2017 U.S. Tax Reform resulting in a non-cash tax benefit of $241 million; and |
• | Operating cash flow of $165 million on cash earnings, reduction in days sales outstanding and distributions from Joint Ventures. |
• | Fiscal 2018 operating cash flow to net income conversion, excluding the non-cash gain on Aspire, of 95%; |
• | Gross and net debt leverage as of December 31, 2018 of 3.2x and 1.4x, respectively, in line with management expectations; and |
• | Previously disclosed Ichthys funding expectations remain unchanged. |
• | Our Government Services business achieved numerous synergy wins during the year representing our ability to leverage strong customer relationships across our portfolio of high impact, mission critical capabilities. Such wins include a $500 million contract to provide personal services in human performance and behavioral health to the U.S. Special Operations Command, a contract from LIG Nex1 to support the Korean military's Identify Friend or Foe capabilities, and a seat on the U.S. Army Information Technology Enterprise Solutions-3 Services Contract. |
• | Our Technology business achieved record backlog as of December 31, 2018 of $0.6 billion - the fifth sequential quarter of record setting backlog for this business. In 2018, we continued to commission and prove our first of a kind technologies, such as K-SAAT™, a revolutionary technology that increases octane for high quality gasoline blending in a safer, more operationally efficient manner. Additionally, our ROSE® technology continues to be an attractive solution enabling refiners to meet IMO 2020 requirements that reduce allowable sulfur content and emissions for marine fuels. |
• | Our Hydrocarbons Services business continues to add quality projects aligned with our commercial strategies and deep technical expertise. Notable recent announcements include a reimbursable contract with ExxonMobil to provide detailed engineering, procurement, and construction services for the offsites and interconnecting units as part of the recently announced crude expansion project in Texas, a refinery debottlenecking project with SATORP, a joint venture between Saudi Aramco and Total, as well as a front-end engineering design project for Shell Australia’s Crux project to build an autonomous offshore platform and gas pipeline in Western Australia. |
• | Strong past performance credentials and win rates, positive synergy momentum from acquisitions, and increased U.S. Government Fiscal 2019 defense and space spending budgets are driving a robust opportunity pipeline; |
• | Growing global economy, technological development, and abundant sources of competitively priced feedstock are driving increased capital project demand in gas monetization and petrochemicals end markets; |
• | Greater than expected global demand for LNG coupled with projected capacity shortfalls are pushing IOC’s and developers to proceed with project final investment decisions in 2019 and 2020. |
• | Government Services, serving government customers globally, including capabilities that cover the full life-cycle of defense, space, aviation and other government programs and missions from research and development, through systems engineering, test and evaluation, program management, to operations, maintenance, and field logistics; |
• | Technology, including proprietary technology focused on the monetization of hydrocarbons (especially natural gas and natural gas liquids) in ethylene and petrochemicals; ammonia, nitric acid and fertilizers; oil refining and gasification; and |
• | Hydrocarbons Services, including onshore oil and gas; LNG (liquefaction and regasification)/GTL; oil refining; petrochemicals; chemicals; fertilizers; differentiated EPC; maintenance services (Brown & Root Industrial Services); offshore oil and gas (shallow-water, deep-water, subsea); floating solutions (FPU, FPSO, FLNG & FSRU); program management and consulting services. |
Three Months Ended | |||||||
December 31, | December 31, | ||||||
2018 | 2017 | ||||||
Revenues: | |||||||
Government Services | $ | 984 | $ | 553 | |||
Technology | 82 | 73 | |||||
Hydrocarbons Services | 263 | 310 | |||||
Subtotal | 1,329 | 936 | |||||
Non-strategic Business | 1 | 1 | |||||
Total revenues | 1,330 | 937 | |||||
Gross profit (loss): | |||||||
Government Services | 76 | 42 | |||||
Technology | 24 | 26 | |||||
Hydrocarbons Services | 24 | (3 | ) | ||||
Subtotal | 124 | 65 | |||||
Non-strategic Business | (1 | ) | — | ||||
Total gross profit | 123 | 65 | |||||
Equity in earnings of unconsolidated affiliates: | |||||||
Government Services | 10 | 2 | |||||
Hydrocarbons Services | 17 | 6 | |||||
Subtotal | 27 | 8 | |||||
Non-strategic Business | — | — | |||||
Total equity in earnings of unconsolidated affiliates | 27 | 8 | |||||
General and administrative expenses | (53 | ) | (40 | ) | |||
Acquisition and integration related costs | (2 | ) | — | ||||
Asset impairment and restructuring charges | — | (6 | ) | ||||
Loss on disposition of assets | (2 | ) | — | ||||
Loss on consolidation of Aspire entities | (5 | ) | — | ||||
Operating income | 88 | 27 | |||||
Interest expense | (23 | ) | (5 | ) | |||
Other non-operating (loss) income | (2 | ) | 13 | ||||
Income before income taxes and noncontrolling interests | 63 | 35 | |||||
(Provision) benefit for income taxes | (14 | ) | 243 | ||||
Net income | 49 | 278 | |||||
Net income attributable to noncontrolling interests | (6 | ) | (3 | ) | |||
Net income attributable to KBR | $ | 43 | $ | 275 | |||
Net income attributable to KBR per share: | |||||||
Basic | $ | 0.31 | $ | 1.94 | |||
Diluted | $ | 0.31 | $ | 1.94 | |||
Basic weighted average common shares outstanding | 141 | 140 | |||||
Diluted weighted average common shares outstanding | 141 | 140 | |||||
Cash dividends declared per share | $ | 0.08 | $ | 0.08 |
Year Ended | |||||||
December 31, | December 31, | ||||||
2018 | 2017 | ||||||
Revenues: | |||||||
Government Services | $ | 3,457 | $ | 2,193 | |||
Technology | 297 | 269 | |||||
Hydrocarbons Services | 1,157 | 1,671 | |||||
Subtotal | 4,911 | 4,133 | |||||
Non-strategic Business | 2 | 38 | |||||
Total revenues | 4,913 | 4,171 | |||||
Gross profit (loss): | |||||||
Government Services | 280 | 155 | |||||
Technology | 85 | 76 | |||||
Hydrocarbons Services | 99 | 111 | |||||
Subtotal | 464 | 342 | |||||
Non-strategic Business | (8 | ) | — | ||||
Total gross profit | 456 | 342 | |||||
Equity in earnings of unconsolidated affiliates: | |||||||
Government Services | 32 | 43 | |||||
Hydrocarbons Services | 49 | 29 | |||||
Total equity in earnings of unconsolidated affiliates | 81 | 72 | |||||
General and administrative expenses | (166 | ) | (147 | ) | |||
Acquisition and integration related costs | (7 | ) | — | ||||
Asset impairment and restructuring charges | — | (6 | ) | ||||
Loss (gain) on disposition of assets | (2 | ) | 5 | ||||
Gain on consolidation of Aspire entities | 108 | — | |||||
Operating income | 470 | 266 | |||||
Interest expense | (66 | ) | (21 | ) | |||
Other non-operating (loss) income | (6 | ) | 4 | ||||
Income before income taxes and noncontrolling interests | 398 | 249 | |||||
Provision for income taxes | (88 | ) | 193 | ||||
Net income | 310 | 442 | |||||
Net income attributable to noncontrolling interests | (29 | ) | (8 | ) | |||
Net income attributable to KBR | $ | 281 | $ | 434 | |||
Net income attributable to KBR per share: | |||||||
Basic | $ | 1.99 | $ | 3.06 | |||
Diluted | $ | 1.99 | $ | 3.06 | |||
Basic weighted average common shares outstanding | 140 | 141 | |||||
Diluted weighted average common shares outstanding | 141 | 141 | |||||
Cash dividends declared per share | $ | 0.32 | $ | 0.32 |
December 31, | December 31, | |||||||
2018 | 2017 | |||||||
(Unaudited) | ||||||||
Cash and equivalents | $ | 739 | $ | 439 | ||||
Accounts receivable, net of allowance for doubtful accounts of $9 and $12 | 927 | 510 | ||||||
Contract assets | 185 | 383 | ||||||
Other current assets | 108 | 93 | ||||||
Total current assets | 1,959 | 1,425 | ||||||
Total assets | 5,072 | 3,674 | ||||||
Total current liabilities | 1,419 | 1,071 | ||||||
Total long-term debt, including current maturities | 1,248 | 470 | ||||||
Total liabilities | 3,334 | 2,453 | ||||||
Total shareholders' equity | 1,738 | 1,221 | ||||||
Total liabilities and shareholders' equity | $ | 5,072 | $ | 3,674 |
Three Months Ended | |||||||
December 31, | December 31, | ||||||
2018 | 2017 | ||||||
Cash flows provided by operating activities: | |||||||
Net income | $ | 49 | $ | 278 | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 16 | 10 | |||||
Equity in earnings of unconsolidated affiliates | (27 | ) | (8 | ) | |||
Deferred income tax (benefit) | (1 | ) | (247 | ) | |||
Loss (gain) on disposition of assets | 2 | (5 | ) | ||||
Loss on consolidation of Aspire entities | 5 | — | |||||
Other | 11 | 9 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net of allowance for doubtful accounts | (59 | ) | (8 | ) | |||
Contract assets | 29 | 29 | |||||
Accounts payable | 40 | (49 | ) | ||||
Contract liabilities | 3 | 9 | |||||
Accrued salaries, wages and benefits | (7 | ) | (25 | ) | |||
Reserve for loss on uncompleted contracts | (1 | ) | (5 | ) | |||
Payments from unconsolidated affiliates, net | 5 | 5 | |||||
Distributions of earnings from unconsolidated affiliates | 59 | 21 | |||||
Other assets and liabilities | 5 | (59 | ) | ||||
Total cash flows provided by (used in) operating activities | 129 | (45 | ) | ||||
Cash flows from investing activities: | |||||||
Purchases of property, plant and equipment | (2 | ) | (2 | ) | |||
Investments in equity method joint ventures | (87 | ) | — | ||||
Proceeds from sale of assets or investments | 24 | — | |||||
Acquisition of businesses, net of cash acquired | — | (6 | ) | ||||
Other | 2 | — | |||||
Total cash flows used in investing activities | (63 | ) | (8 | ) | |||
Cash flows from financing activities: | |||||||
Payments to reacquire common stock | — | (1 | ) | ||||
Investments from noncontrolling interest | — | 1 | |||||
Distributions to noncontrolling interests | (3 | ) | (3 | ) | |||
Payments of dividends to shareholders | (10 | ) | (11 | ) | |||
Proceeds from sale of warrants | 22 | — | |||||
Purchase of note hedges | (62 | ) | — | ||||
Issuance of convertible notes | 350 | — | |||||
Excess tax benefits from share-based compensation | 1 | — | |||||
Borrowings on revolving credit agreements | — | — | |||||
Borrowings on long-term debt | 23 | — | |||||
Payments on revolving credit agreements | (115 | ) | — | ||||
Payments on short-term and long-term borrowings | (93 | ) | (4 | ) | |||
Debt issuance costs | (10 | ) | — | ||||
Other | (1 | ) | — | ||||
Total cash flows provided by (used in) financing activities | 102 | (18 | ) | ||||
Effect of exchange rate changes on cash | (10 | ) | (1 | ) | |||
Increase (decrease) in cash and equivalents | 158 | (72 | ) | ||||
Cash and equivalents at beginning of period | 581 | 511 | |||||
Cash and equivalents at end of period | $ | 739 | $ | 439 |
Year Ended | |||||||
December 31, | December 31, | ||||||
2018 | 2017 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 310 | $ | 442 | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 63 | 48 | |||||
Equity in earnings of unconsolidated affiliates | (81 | ) | (72 | ) | |||
Deferred income tax expense (benefit) | 28 | (322 | ) | ||||
Loss (gain) on disposition of assets | 2 | (5 | ) | ||||
Gain on consolidation of Aspire entities | (108 | ) | — | ||||
Other | 24 | 29 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net of allowance for doubtful accounts | (203 | ) | 92 | ||||
Contract assets | 25 | 40 | |||||
Claims receivable | — | 400 | |||||
Accounts payable | 112 | (193 | ) | ||||
Contract liabilities | (60 | ) | (198 | ) | |||
Accrued salaries, wages and benefits | 11 | 14 | |||||
Reserve for loss on uncompleted contracts | (9 | ) | (48 | ) | |||
Payments from unconsolidated affiliates, net | 12 | 11 | |||||
Distributions of earnings from unconsolidated affiliates | 75 | 62 | |||||
Other assets and liabilities | (36 | ) | (107 | ) | |||
Total cash flows provided by operating activities | 165 | 193 | |||||
Cash flows from investing activities: | |||||||
Purchases of property, plant and equipment | (17 | ) | (8 | ) | |||
Investments in equity method joint ventures | (344 | ) | — | ||||
Proceeds from sale of assets or investments | 25 | 2 | |||||
Acquisition of businesses, net of cash acquired | (354 | ) | (4 | ) | |||
Adjustments to cash due to consolidation of Aspire entities | 197 | — | |||||
Other | 2 | (2 | ) | ||||
Total cash flows used in investing activities | (491 | ) | (12 | ) | |||
Cash flows from financing activities: | |||||||
Payments to reacquire common stock | (3 | ) | (53 | ) | |||
Acquisition of remaining ownership interest in joint ventures | (56 | ) | — | ||||
Investments from noncontrolling interest | — | 1 | |||||
Distributions to noncontrolling interests | (3 | ) | (4 | ) | |||
Payments of dividends to shareholders | (44 | ) | (45 | ) | |||
Purchase of note hedges | (62 | ) | — | ||||
Issuance of convertible notes | 350 | — | |||||
Net proceeds from issuance of common stock | 2 | — | |||||
Excess tax benefits from share-based compensation | 1 | — | |||||
Borrowings on revolving credit agreements | 250 | — | |||||
Borrowings on long-term debt | 1,075 | — | |||||
Debt issuance costs | (57 | ) | — | ||||
Proceeds from sale of warrants | 22 | — | |||||
Payments on revolving credit agreements | (720 | ) | (180 | ) | |||
Payments on short-term and long-term borrowings | (100 | ) | (9 | ) | |||
Other | (1 | ) | — | ||||
Total cash flows provided by (used in) financing activities | 654 | (290 | ) | ||||
Effect of exchange rate changes on cash | (28 | ) | 12 | ||||
Increase (decrease) in cash and equivalents | 300 | (97 | ) | ||||
Cash and equivalents at beginning of period | 439 | 536 | |||||
Cash and equivalents at end of period | $ | 739 | $ | 439 |
December 31, | December 31, | ||||||
2018 | 2017 | ||||||
Government Services | $ | 11,005 | $ | 8,355 | |||
Technology | 594 | 387 | |||||
Hydrocarbons Services | 1,896 | 1,822 | |||||
Subtotal | 13,495 | 10,564 | |||||
Non-strategic Business | 2 | 6 | |||||
Total backlog | $ | 13,497 | $ | 10,570 |
(a) | Backlog generally represents the dollar amount of revenues we expect to realize in the future as a result of performing work on contracts and our pro-rata share of work to be performed by unconsolidated joint ventures. We generally include total expected revenues in backlog when a contract is awarded under a legally binding agreement. In many instances, arrangements included in backlog are complex, nonrepetitive and may fluctuate due to the release of contracted work in phases by the customer. Additionally, nearly all contracts allow customers to terminate the agreement at any time for convenience. Where contract duration is indefinite and clients can terminate for convenience without having to compensate us for periods beyond the date of termination, projects included in backlog are limited to the estimated amount of expected revenues within the following twelve months. Certain contracts provide maximum dollar limits, with actual authorization to perform work under the contract agreed upon on a periodic basis with the customer. In these arrangements, only the amounts authorized are included in backlog. For projects where we act solely in a project management capacity, we only include the value of our services on each project in backlog. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
(Unaudited) | |||||||||||||||
Diluted earnings per share: | |||||||||||||||
Reported EPS | $ | 0.31 | $ | 1.94 | $ | 1.99 | $ | 3.06 | |||||||
Adjustments: | |||||||||||||||
Legacy legal fees | 0.01 | 0.02 | 0.06 | 0.10 | |||||||||||
Non-cash imputed interest on conversion option | 0.01 | — | 0.01 | — | |||||||||||
Acquisition and integration related expenses | 0.01 | — | 0.04 | — | |||||||||||
Amortization related to Aspire acquisition | 0.02 | — | 0.06 | — | |||||||||||
Aspire (gain) loss on consolidation | 0.03 | — | (0.63 | ) | — | ||||||||||
Non-cash tax benefit for 2017 Tax Reform | — | (0.13 | ) | — | (0.13 | ) | |||||||||
Non-cash tax valuation allowance reduction | — | (1.59 | ) | — | (1.58 | ) | |||||||||
Impairment of shareholder loan receivable | — | 0.04 | — | 0.04 | |||||||||||
Adjusted EPS | $ | 0.39 | $ | 0.28 | $ | 1.53 | $ | 1.49 |
Diluted Earnings per Share: | 2019 Guidance (Unaudited) |
GAAP EPS Guidance | $1.29 to $1.44 |
Adjustments: | |
Legacy legal fees | 0.06 |
Non-cash imputed interest on conversion option | 0.06 |
Acquisition and integration related expenses | 0.02 |
Amortization related to Aspire consolidation | 0.06 |
Incremental interest expense on Ichthys funding | 0.09 |
Adjusted EPS Guidance | $1.58 to $1.73 |
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end