exv99w1
Exhibit 99.1
BOOZ ALLEN HAMILTON ANNOUNCES
FOURTH QUARTER AND FULL YEAR FISCAL 2011 RESULTS
Fourth quarter revenue increased 10.4 percent, to $1.49 billion with increased margins
Full year revenue increased 9.1 percent to $5.59 billion
Full year Adjusted EBITDA increased 20.7 percent, to $444 million
Full year Adjusted Diluted Earnings per Share increased by 41 cents, to $1.24 per share
Total backlog at fiscal year end increased 21.2 percent, to $10.9 billion
McLean, Virginia; June 7, 2011 — Booz Allen Hamilton Holding Corporation (NYSE:BAH), the parent
company of management and technology consulting firm Booz Allen Hamilton Inc., today
announced preliminary results for the fourth quarter and full year of its fiscal 2011 with
significant revenue and earnings growth over the prior year. Booz Allen also reported strong
backlog of $10.9 billion as of March 31, 2011. Booz Allen’s fiscal year runs from April 1 to March
31, with the fourth quarter of fiscal 2011 ending March 31, 2011.
Revenue in the fourth quarter of fiscal 2011 was $1.49 billion, compared with $1.35 billion in the
prior year period, an increase of 10.4 percent. In fiscal year 2011, revenue was $5.59 billion,
compared with $5.12 billion in the prior year, an increase of 9.1 percent. During fiscal 2011, Booz
Allen continued to grow revenue organically across all markets.
In the fourth quarter of fiscal 2011, net income increased to $18.1 million from $4.9 million in
the prior year period and Adjusted Net Income increased to $50.5 million from $20.1 million in the
prior year period. Diluted Earnings per Share (EPS) and Adjusted Diluted EPS in the fourth quarter
of fiscal 2011 were $0.13 and $0.36, respectively, compared with $0.04 and $0.17 in the prior year
period.
In fiscal 2011, net income increased to $84.7 million from $25.4 million in fiscal 2010 and
Adjusted Net Income increased to $157.5 million from $97.0 million in fiscal 2010. Diluted EPS and
Adjusted Diluted EPS in fiscal 2011 were $0.66 and $1.24, respectively, compared with $0.22 and
$0.83 in fiscal 2010.
Ralph W. Shrader, Booz Allen’s Chairman, Chief Executive Officer, and President, said, “We grew
revenue in all of our major markets — defense, intelligence, and civil — for the full fiscal year
and the fourth quarter. Additionally, we saw profitability gains due in part to a larger
percentage of higher-margin, fixed-price work. Our ability to grow even in a challenging and
uncertain budget environment is testament to our unique
management consulting heritage, collaborative culture, and continued ability to deliver value and
enduring results to our clients.”
“On a year-over-year basis, we grew our total backlog to $10.9 billion as of March 31, 2011, from
$9.0 billion as of March 31, 2010. Client demand across our service offerings of strategy and
organization, technology, analytics, and engineering and operations remains solid,” said Dr.
Shrader.
“Our fastest growing current business areas are cyber and health, and we will have expanded
access to commercial and international markets for all of our service offerings when the
non-compete agreement with our spin off, Booz & Co., ends on July 31, 2011,” Dr. Shrader added. “We
will focus our commercial expansion in areas that benefit from our core strengths in management
consulting combined with technology and analytics expertise. We plan to serve clients in industries
such as financial services, health care, and energy where we see strong intersections between the
commercial and government sector.”
Financial Review
Fourth Quarter 2011 — Booz Allen’s 10.4 percent increase in revenue in the fourth quarter of
fiscal 2011 over the prior year period was a result of the deployment of additional consulting
staff against funded backlog under existing contracts and funded backlog under new contracts in all
markets, and a related increase in billable expenses.
In the fourth quarter of fiscal 2011, operating income increased to $83.7 million from $48.6
million in the prior year period and Adjusted Operating Income increased to $101.9 million from
$72.1 million in the prior year period. The increase in Adjusted Operating Income was primarily
driven by higher revenue and increased profitability, which was positively affected by a continuing
shift in Booz Allen’s contract mix toward fixed-price contracts.
In the fourth quarter of fiscal 2011, net income increased to $18.1 million from $4.9 million in
the prior year period and Adjusted Net Income increased to $50.5 million from $20.1 million in the
prior year period. Adjusted EBITDA increased 36.0 percent to $115.6 million in the fourth quarter
of fiscal 2011 compared with $85.0 million in the prior year period. In the fourth quarter of
fiscal 2011, diluted EPS increased to $0.13 per share from $0.04 per share in the prior year
period, while Adjusted Diluted EPS increased to $0.36 per share from $0.17 per share in the prior
year period.
Full Fiscal Year 2011 — Booz Allen’s 9.1 percent increase in revenue in fiscal 2011 over the prior
year was a result of the deployment of additional consulting staff against funded backlog under
existing contracts and funded backlog under new contracts in all markets despite funding delays by
the U.S. federal government.
In fiscal 2011, operating income increased to $319.4 million from $199.6 million in fiscal 2010 and
Adjusted Operating Income increased to $392.5 million from $313.2 million in fiscal 2010. The
increase in Adjusted Operating Income was primarily driven by higher revenue and increased
profitability, which was positively affected by a shift in Booz Allen’s contract mix toward more
fixed-price contracts.
In fiscal 2011, net income increased to $84.7 million from $25.4 million in fiscal 2010 and
Adjusted Net Income increased to $157.5 million from $97.0 million in fiscal 2010. Adjusted EBITDA
increased 20.7 percent to $444.4 million in fiscal 2011 compared with $368.3 million in fiscal
2010, primarily as a result of the growth in Adjusted Operating Income. In fiscal 2011, diluted
EPS increased to $0.66 per share from $0.22 per share in fiscal 2010. In fiscal 2011, Adjusted
Diluted EPS increased to $1.24 per share from $0.83 per share in fiscal 2010, excluding the effects
of an $0.08 per share benefit related to the reversal of tax reserves during the third quarter of
fiscal 2011.
Net cash provided by operating activities in fiscal 2011 was $296.3 million compared to $270.5
million in fiscal 2010. Free Cash Flow was $207.6 million in fiscal 2011, compared to $221.2
million in fiscal 2010. Free Cash Flow in fiscal 2011 was impacted by both the $16.5 million cash
effect of the pre-payment costs associated with early repayments of debt and the debt refinancing
in February 2011, and additional property and equipment costs associated with Booz Allen’s facility
strategy of realigning offices in the Washington DC metropolitan area.
Funded backlog as of March 31, 2011 was $2.39 billion, compared to $2.53 billion as of March 31,
2010. This was impacted by the repeated use of Continuing Resolutions to fund the government, and a
threatened government shutdown, which was finally resolved on April 15, 2011 by the passage of a
spending bill providing funding for the government through the end of the government’s fiscal 2011.
Booz Allen’s priced options during fiscal 2011 have increased by more than $1.5 billion. A
significant contributor to the increase in priced options was the signing of a 10-year cyber
contract in the intelligence market.
Financial Outlook
Booz Allen currently forecasts revenue growth and margin improvements to continue, with top-line
revenue in fiscal 2012 expected to be in the range of mid-single digits for the first half of the
fiscal year, with higher growth rates expected in the second half of the year, similar to the
pattern we experienced in our fiscal 2011. This is in line with the U.S. government’s historical
timing on contract awards and funding patterns which have historically increased in September at
the end of the government fiscal year, and reflects our current expectations for continued growth
despite the generally challenging environment for government contractors.
In fiscal 2012, diluted EPS is expected to be in the range of $1.40 to $1.50 per share, not
including any potential gain from the sale of the state and local transportation business, and
Adjusted Diluted EPS is expected to be in the range of $1.55 to $1.65 per share, higher than
previously forecast, with bottom-line performance expected to benefit from reduced interest expense
and an attractive contract mix with more fixed-price work. As a result of the refinancing of our
credit facilities and use of cash on hand in February 2011 to repay debt, we have less total debt
outstanding at lower interest rates. We expect the resulting annual reduction in interest expense
to positively affect net income in fiscal 2012 and beyond by approximately $38 million after tax,
assuming no change in the interest rates on our outstanding indebtedness. The firm has reduced its
total outstanding debt by $574.3 million to $994.3 million as of March 31, 2011.
These EPS estimates are based on fiscal year 2012 estimated average diluted shares outstanding of
143,000,000 shares.
Conference Call Information
Booz Allen will host a conference call at 8:00 a.m. EDT on Tuesday, June 7, 2011, to discuss the
financial results for its fourth quarter and full year of fiscal 2011. Analysts and institutional
investors may participate on the call by dialing 888-679-8035 (international 617-213-4848) and
entering passcode 35009362. The conference call will be webcast simultaneously to the public
through a link on the investor relations section of the Booz Allen Hamilton web site at
www.boozallen.com. A replay of the conference call will be available online at www.boozallen.com
beginning at 11:00 a.m. EST on June 7, 2011, and continuing until July 7, 2011. The replay will
also be available by telephone at 888-286-8010 (international 617-801-6888) with the passcode
99562654.
About Booz Allen Hamilton
Booz Allen Hamilton is a leading provider of management and technology consulting services
primarily to the U.S. government in the defense, intelligence, and civil markets. Booz Allen
Hamilton is headquartered in McLean, Virginia, employs more than 25,000 people, and had revenue of
more than $5.5 billion in its latest fiscal year.
CONTACT: Media Relations — Marie Lerch 703-902-5559; James Fisher 703-377-7595
Investor Relations — Curt Riggle 703-377-5332.
Non-GAAP Financial Information
“Adjusted Operating Income” represents Operating Income before (i) certain stock option-based and
other equity-based compensation expenses, (ii) the impact of the application of purchase
accounting, (iii) adjustments related to the amortization of intangible assets, and (iv) any
extraordinary, unusual, or non-
recurring items. Booz Allen prepares Adjusted Operating Income to eliminate the impact of items it
does not consider indicative of ongoing operating performance due to their inherent unusual,
extraordinary or non-recurring nature or because they result from an event of a similar nature.
“Adjusted EBITDA” represents net income before income taxes, net interest and other expense
and depreciation and amortization and before certain other items, including: (i) certain stock
option-based and other equity-based compensation expenses, (ii) transaction costs, fees, losses,
and expenses, including fees associated with debt prepayments (iii) the impact of the application
of purchase accounting and (iv) any extraordinary, unusual or non-recurring items. Booz Allen
prepares Adjusted EBITDA to eliminate the impact of items it does not consider indicative of
ongoing operating performance due to their inherent unusual, extraordinary or non-recurring nature
or because they result from an event of a similar nature.
“Adjusted Net Income” represents net income before: (i) certain stock option-based and other
equity-based compensation expenses, (ii) transaction costs, fees, losses, and expenses, including
fees associated with debt prepayments, (iii) the impact of the application of purchase accounting,
(iv) adjustments related to the amortization of intangible assets, (v) amortization or write-off of
debt issuance costs and write-off of original issue discount and (vi) any extraordinary, unusual or
non-recurring items, in each case net of the tax effect calculated using an assumed effective tax
rate. Booz Allen prepares Adjusted Net Income to eliminate the impact of items, net of tax, it does
not consider indicative of ongoing operating performance due to their inherent unusual,
extraordinary or non-recurring nature or because they result from an event of a similar nature.
“Adjusted Diluted EPS” represents Diluted EPS calculated using Adjusted Net Income as opposed to
Net Income.
“Free Cash Flow” represents the net cash generated from operating activities less the impact of
purchases of property and equipment.
Booz Allen utilizes and discusses in this release Adjusted Operating Income, Adjusted EBITDA,
Adjusted Net Income, and Adjusted Diluted EPS because management uses these measures for business
planning purposes. Management views Adjusted Operating Income, Adjusted EBITDA, Adjusted Net
Income, and Adjusted Diluted EPS as measures of the core operating business, which exclude the
impact of the items detailed in the supplemental exhibits, as these items are generally not
operational in nature. These supplemental performance measures also provide another basis for
comparing period to period results by excluding potential differences caused by non-operational and
unusual or non-recurring items. Booz Allen also utilizes and discusses Free Cash Flow in this
release because management uses this measure for business planning purposes, measuring the cash
generating ability of the operating business and measuring liquidity generally. Booz Allen presents
these supplemental measures because it believes that these measures provide investors and
securities analysts with important supplemental information with which to evaluate Booz Allen’s
performance, long term earnings potential, or liquidity, as applicable, and to enable them to
assess Booz Allen’s performance on the same basis as management. These supplemental performance
measurements may vary from and may not be comparable to similarly titled measures by other
companies in Booz Allen’s industry. Adjusted Operating Income, Adjusted EBITDA, Adjusted Net
Income, Adjusted Diluted EPS, and Free Cash Flow are not recognized measurements under GAAP and
when analyzing Booz Allen’s performance or liquidity, as applicable, investors should (i) evaluate
each adjustment in our reconciliation of Operating and Net Income to Adjusted Operating Income,
Adjusted EBITDA and Adjusted Net Income, and the explanatory footnotes regarding those adjustments,
and (ii) use Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS,
and Free Cash Flow in addition to, and not as an alternative to Operating Income, Net Income or
Diluted EPS as a measure of operating results or Net Cash Provided by Operating Activities as
a measure of liquidity, each as defined under GAAP. Exhibit 5 includes a reconciliation of Adjusted
Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow to
the most directly comparable financial measure calculated and presented in accordance with GAAP.
No reconciliation of the forecasted range for Adjusted Diluted EPS to Diluted EPS for fiscal 2012
is included in this release because we are unable to quantify certain amounts that would be
required to be included in the GAAP measure without unreasonable efforts and we believe such
reconciliations would imply a degree of precision that would be confusing or misleading to
investors.
Forward Looking Statements
Certain statements contained in this press release and in related comments by our management
include “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. Examples of forward-looking statements include information concerning Booz Allen’s
preliminary financial results, financial outlook and guidance, including forecasted revenue,
Diluted EPS, and Adjusted Diluted EPS, as well as any other statement that does not directly relate
to any historical or current fact. In some cases, you can identify forward-looking statements by
terminology such as “may,” “will,” “could,” “should,” “forecasts,“expects,” “intends,” “plans,”
“anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,”
“preliminary,” or the negative of these terms or other comparable terminology. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we can give you
no assurance these expectations will prove to have been correct.
These forward-looking statements relate to future events or our future financial performance and
involve known and unknown risks, uncertainties and other factors that may cause our actual results,
levels of activity, performance or achievements to differ materially from any future results,
levels of activity, performance or achievements expressed or implied by these forward-looking
statements.
These risks and other factors include: cost cutting initiatives and other efforts to reduce U.S.
government spending, which could reduce or delay funding for orders for services especially in the
current political environment; delayed funding of our contracts due to delays in the completion of
the U.S. government’s budgeting process and the use of continuing resolutions or related changes in
the pattern or timing of government funding and spending; any issue that compromises our
relationships with the U.S. government or damages our professional reputation; changes in U.S.
government spending and mission priorities that shift expenditures away from agencies or programs
that we support; the size of our addressable markets and the amount of U.S. government spending on
private contractors; failure to comply with numerous laws and regulations; our ability to compete
effectively in the competitive bidding process and delays caused by competitors’ protests of major
contract awards received by us; the loss of General Services Administration schedules or our
position as prime contractor on Government-wide Acquisition Contracts; changes in the mix of our
contracts and our ability to accurately estimate or otherwise recover expenses, time and resources
for our contracts; our ability to generate revenue under certain of our contracts; our ability to
realize the full value of our backlog and the timing of our receipt of revenue under contracts
included in backlog; changes in estimates used in recognizing revenue; any inability to attract,
train or retain employees with the requisite skills, experience and security clearances; an
inability to hire, assimilate and deploy enough employees to serve our clients under existing
contracts; an inability to effectively and timely utilize our employees and professionals; failure
by us or our employees to obtain and maintain necessary security clearances; the loss of members of
senior management or failure to develop new leaders; misconduct or other improper activities from
our employees or subcontractors; increased competition from other companies in our industry;
failure to maintain strong relationships with other contractors; inherent uncertainties and
potential adverse developments in legal proceedings, including litigation, audits, reviews and
investigations, which may
result in materially adverse judgments, settlements or other unfavorable outcomes; internal system
or service failures and security breaches; risks related to our indebtedness and credit facilities
which contain financial and operating covenants; the adoption by the U.S. government of new laws,
rules and regulations, such as those relating to organizational conflicts of interest issues; an
inability to utilize existing or future tax benefits, including those related to our Net Operating
Losses and stock-based compensation expense, for any reason, including a change in law; and
variable purchasing patterns under U.S. government GSA schedules, blanket purchase agreements and
Indefinite Delivery/Indefinite Quantity contracts. Additional information concerning these and
other factors can be found in our filings with the Securities and Exchange Commission, including
the prospectus, dated November 16, 2010, relating to the Company’s initial public offering.
All forward-looking statements attributable to the company or persons acting on the company’s
behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such
statements speak only as of the date made and, except as required by law, the company undertakes no
obligation to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
Exhibits:
| |
|
|
|
Exhibit 1:
|
|
Consolidated Statements of Operations |
Exhibit 2:
|
|
Consolidated Balance Sheets |
Exhibit 3:
|
|
Consolidated Statements of Cash Flows |
Exhibit 4:
|
|
Basic and Diluted Earnings Per Share Calculations |
Exhibit 5:
|
|
Non-GAAP Financial Information |
Exhibit 6:
|
|
Operating Data |
Exhibit 1
Booz Allen Hamilton Holding Corporation
Consolidated Statements of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months |
|
|
Three Months |
|
|
Fiscal Year |
|
|
Fiscal Year |
|
| |
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
| |
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
| (Amounts in thousands, except per share data) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
1,492,977 |
|
|
$ |
1,352,564 |
|
|
$ |
5,591,296 |
|
|
$ |
5,122,633 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
742,723 |
|
|
|
688,800 |
|
|
|
2,836,955 |
|
|
|
2,654,143 |
|
Billable expenses |
|
|
389,265 |
|
|
|
358,837 |
|
|
|
1,473,266 |
|
|
|
1,361,229 |
|
General and administrative expenses |
|
|
256,495 |
|
|
|
233,284 |
|
|
|
881,028 |
|
|
|
811,944 |
|
Depreciation and amortization |
|
|
20,835 |
|
|
|
23,090 |
|
|
|
80,603 |
|
|
|
95,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs and expenses |
|
|
1,409,318 |
|
|
|
1,304,011 |
|
|
|
5,271,852 |
|
|
|
4,923,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
83,659 |
|
|
|
48,553 |
|
|
|
319,444 |
|
|
|
199,554 |
|
Interest expense |
|
|
(18,177 |
) |
|
|
(39,945 |
) |
|
|
(131,892 |
) |
|
|
(150,734 |
) |
Other, net |
|
|
(33,722 |
) |
|
|
456 |
|
|
|
(59,488 |
) |
|
|
174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
31,760 |
|
|
|
9,064 |
|
|
|
128,064 |
|
|
|
48,994 |
|
Income tax expense |
|
|
13,690 |
|
|
|
4,174 |
|
|
|
43,370 |
|
|
|
23,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
18,070 |
|
|
$ |
4,890 |
|
|
$ |
84,694 |
|
|
$ |
25,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.14 |
|
|
$ |
0.05 |
|
|
$ |
0.74 |
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.13 |
|
|
$ |
0.04 |
|
|
$ |
0.66 |
|
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per share |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 2
Booz Allen Hamilton Holding Corporation
Consolidated Balance Sheets
| |
|
|
|
|
|
|
|
|
| |
|
March 31, |
|
| (Amounts in thousands, except share and per share data) |
|
2011 |
|
|
2010 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
192,631 |
|
|
$ |
307,835 |
|
Accounts receivable, net of allowance |
|
|
1,111,004 |
|
|
|
1,018,311 |
|
Prepaid expenses |
|
|
38,703 |
|
|
|
32,546 |
|
Other current assets |
|
|
23,311 |
|
|
|
11,476 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
1,365,649 |
|
|
|
1,370,168 |
|
Property and equipment, net |
|
|
173,430 |
|
|
|
136,648 |
|
Intangible assets, net |
|
|
240,238 |
|
|
|
268,880 |
|
Goodwill |
|
|
1,163,549 |
|
|
|
1,163,129 |
|
Other long-term assets |
|
|
81,157 |
|
|
|
123,398 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
3,024,023 |
|
|
$ |
3,062,223 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
30,000 |
|
|
$ |
21,850 |
|
Accounts payable and other accrued expenses |
|
|
406,310 |
|
|
|
354,097 |
|
Accrued compensation and benefits |
|
|
396,996 |
|
|
|
385,145 |
|
Other current liabilities |
|
|
32,829 |
|
|
|
24,828 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
866,135 |
|
|
|
785,920 |
|
Long-term debt, net of current portion |
|
|
964,328 |
|
|
|
1,546,782 |
|
Income tax reserve |
|
|
90,474 |
|
|
|
100,178 |
|
Other long-term liabilities |
|
|
195,836 |
|
|
|
119,760 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
2,116,773 |
|
|
|
2,552,640 |
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
Common stock, Class A — $0.01 par value —
authorized, 600,000,000 shares; issued and
outstanding, 122,784,835 shares at March 31, 2011 and
102,922,900 shares at March 31, 2010 |
|
|
1,227 |
|
|
|
1,029 |
|
Non-voting common stock, Class B —
$0.01 par value — authorized, 16,000,000
shares; issued and outstanding, 3,053,130
shares at March 31, 2011 and
2,350,200 shares at March 31, 2010 |
|
|
31 |
|
|
|
24 |
|
Restricted common stock, Class C — $0.01 par value
— authorized, 5,000,000
shares; issued and outstanding, 2,028,270
shares at March 31, 2011 and 2010 |
|
|
20 |
|
|
|
20 |
|
Special voting common stock, Class E —
$0.003 par value — authorized, 25,000,000
shares; issued and outstanding, 12,348,860
shares at March 31, 2011 and
13,345,880 shares at March 31, 2010 |
|
|
37 |
|
|
|
40 |
|
Additional paid-in capital |
|
|
840,058 |
|
|
|
525,652 |
|
Retained earnings (Accumulated deficit) |
|
|
71,330 |
|
|
|
(13,364 |
) |
Accumulated other comprehensive loss |
|
|
(5,453 |
) |
|
|
(3,818 |
) |
|
|
|
|
|
|
|
Total stockholders’ equity |
|
|
907,250 |
|
|
|
509,583 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
3,024,023 |
|
|
$ |
3,062,223 |
|
|
|
|
|
|
|
|
Exhibit 3
Booz Allen Hamilton Holding Corporation
Consolidated Statements of Cash Flows
| |
|
|
|
|
|
|
|
|
| |
|
Fiscal Year |
|
|
Fiscal Year |
|
| |
|
Ended |
|
|
Ended |
|
| |
|
March 31, |
|
|
March 31, |
|
| (Amounts in thousands) |
|
2011 |
|
|
2010 |
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
84,694 |
|
|
$ |
25,419 |
|
Adjustments to reconcile net income to net cash provided
by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
80,603 |
|
|
|
95,763 |
|
Amortization of debt issuance costs |
|
|
6,925 |
|
|
|
5,700 |
|
Amortization of original issuance discount on debt |
|
|
2,640 |
|
|
|
2,505 |
|
Non-cash expense of debt repayments |
|
|
43,177 |
|
|
|
— |
|
Excess tax benefits from the exercise of stock options |
|
|
(15,974 |
) |
|
|
(1,915 |
) |
Stock-based compensation expense |
|
|
48,678 |
|
|
|
71,897 |
|
Loss on disposition of property and equipment |
|
|
41 |
|
|
|
— |
|
Deferred income taxes |
|
|
42,763 |
|
|
|
19,837 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(92,693 |
) |
|
|
(92,386 |
) |
Income taxes receivable / payable |
|
|
2,907 |
|
|
|
(14,429 |
) |
Prepaid expenses |
|
|
(6,157 |
) |
|
|
150 |
|
Other current assets |
|
|
(12,941 |
) |
|
|
15,672 |
|
Other long-term assets |
|
|
(1,627 |
) |
|
|
(3,742 |
) |
Accrued compensation and benefits |
|
|
9,804 |
|
|
|
33,760 |
|
Accounts payable and accrued expenses |
|
|
52,214 |
|
|
|
110,265 |
|
Accrued interest |
|
|
8,451 |
|
|
|
(10,633 |
) |
Income tax reserve |
|
|
(10,163 |
) |
|
|
2,483 |
|
Deferred revenue |
|
|
612 |
|
|
|
(8,190 |
) |
Postretirement obligations |
|
|
5,898 |
|
|
|
6,139 |
|
Other long-term liabilities |
|
|
46,487 |
|
|
|
12,189 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
296,339 |
|
|
|
270,484 |
|
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(88,784 |
) |
|
|
(49,271 |
) |
Escrow payment |
|
|
1,384 |
|
|
|
38,280 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(87,400 |
) |
|
|
(10,991 |
) |
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
|
|
|
Net proceeds from issuance of common stock |
|
|
251,135 |
|
|
|
— |
|
Cash dividends paid |
|
|
— |
|
|
|
(612,401 |
) |
Repayment of debt |
|
|
(1,637,850 |
) |
|
|
(16,100 |
) |
Net proceeds from debt |
|
|
1,041,808 |
|
|
|
330,692 |
|
Payment of deferred payment obligation |
|
|
— |
|
|
|
(78,000 |
) |
Excess tax benefits from the exercise of stock options |
|
|
15,974 |
|
|
|
1,915 |
|
Stock option exercises |
|
|
4,790 |
|
|
|
1,334 |
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(324,143 |
) |
|
|
(372,560 |
) |
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(115,204 |
) |
|
|
(113,067 |
) |
Cash and cash equivalents — beginning of period |
|
|
307,835 |
|
|
|
420,902 |
|
|
|
|
|
|
|
|
Cash and cash equivalents — end of period |
|
$ |
192,631 |
|
|
$ |
307,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
109,895 |
|
|
$ |
126,744 |
|
|
|
|
|
|
|
|
Income taxes, net |
|
$ |
7,715 |
|
|
$ |
5,474 |
|
|
|
|
|
|
|
|
Exhibit 4
Booz Allen Hamilton Holding Corporation
Basic and Diluted Earnings Per Share Calculations
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months |
|
|
Three Months |
|
|
Fiscal Year |
|
|
Fiscal Year |
|
| |
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
| |
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
| (Amounts in thousands, except share and per share data) |
|
2011 |
|
2010 |
|
|
|
2011 |
|
2010 |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
Net earnings for basic and diluted computations |
|
$ |
18,070 |
|
|
$ |
4,890 |
|
|
$ |
84,694 |
|
|
$ |
25,419 |
|
Adjusted earnings for basic and diluted computations |
|
$ |
50,539 |
|
|
$ |
20,106 |
|
|
$ |
157,511 |
|
|
$ |
97,001 |
|
Total basic weighted-average common shares outstanding |
|
|
127,860,654 |
|
|
|
107,257,583 |
|
|
|
114,478,947 |
|
|
|
106,477,650 |
|
Weighted-average number of diluted shares outstanding |
|
|
140,718,057 |
|
|
|
119,643,501 |
|
|
|
127,448,700 |
|
|
|
116,228,380 |
|
Earnings per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.14 |
|
|
$ |
0.05 |
|
|
$ |
0.74 |
|
|
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.13 |
|
|
$ |
0.04 |
|
|
$ |
0.66 |
|
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.40 |
|
|
$ |
0.19 |
|
|
$ |
1.38 |
|
|
$ |
0.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.36 |
|
|
$ |
0.17 |
|
|
$ |
1.24 |
|
|
$ |
0.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 5
Booz Allen Hamilton Holding Corporation
Non-GAAP Financial Information
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months |
|
|
Three Months |
|
|
Fiscal Year |
|
|
Fiscal Year |
|
| |
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
| |
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
| (Amounts in thousands, except share and per share data) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Adjusted Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
$ |
83,659 |
|
|
$ |
48,553 |
|
|
$ |
319,444 |
|
|
$ |
199,554 |
|
Certain stock-based compensation expense (a) |
|
|
6,816 |
|
|
|
13,345 |
|
|
|
39,947 |
|
|
|
68,517 |
|
Purchase accounting adjustments (b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,074 |
|
Amortization of intangible assets (c) |
|
|
7,161 |
|
|
|
10,161 |
|
|
|
28,641 |
|
|
|
40,597 |
|
Transaction expenses (d) |
|
|
4,313 |
|
|
|
— |
|
|
|
4,448 |
|
|
|
3,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Operating Income |
|
$ |
101,949 |
|
|
$ |
72,059 |
|
|
$ |
392,480 |
|
|
$ |
313,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA & Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
18,070 |
|
|
$ |
4,890 |
|
|
$ |
84,694 |
|
|
$ |
25,419 |
|
Income tax expense |
|
|
13,690 |
|
|
|
4,174 |
|
|
|
43,370 |
|
|
|
23,575 |
|
Interest and other, net |
|
|
51,899 |
|
|
|
39,489 |
|
|
|
191,380 |
|
|
|
150,560 |
|
Depreciation and amortization |
|
|
20,835 |
|
|
|
23,090 |
|
|
|
80,603 |
|
|
|
95,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
104,494 |
|
|
|
71,643 |
|
|
|
400,047 |
|
|
|
295,317 |
|
Certain stock-based compensation expense (a) |
|
|
6,816 |
|
|
|
13,345 |
|
|
|
39,947 |
|
|
|
68,517 |
|
Transaction expenses (d) |
|
|
4,313 |
|
|
|
— |
|
|
|
4,448 |
|
|
|
3,415 |
|
Purchase accounting adjustments (b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
115,623 |
|
|
$ |
84,988 |
|
|
$ |
444,442 |
|
|
$ |
368,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
18,070 |
|
|
$ |
4,890 |
|
|
$ |
84,694 |
|
|
$ |
25,419 |
|
Certain stock-based compensation expense (a) |
|
|
6,816 |
|
|
|
13,345 |
|
|
|
39,947 |
|
|
|
68,517 |
|
Transaction expenses (e) |
|
|
10,975 |
|
|
|
— |
|
|
|
20,948 |
|
|
|
3,415 |
|
Purchase accounting adjustments (b) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,074 |
|
Amortization of intangible assets (c) |
|
|
7,161 |
|
|
|
10,161 |
|
|
|
28,641 |
|
|
|
40,597 |
|
Amortization or write-off of debt issuance
costs and write-off of original issue discount |
|
|
29,163 |
|
|
|
1,854 |
|
|
|
50,102 |
|
|
|
5,700 |
|
Release of FIN 48 reserves (f) |
|
|
— |
|
|
|
— |
|
|
|
(10,966 |
) |
|
|
— |
|
Adjustments for tax effect (g) |
|
|
(21,646 |
) |
|
|
(10,144 |
) |
|
|
(55,855 |
) |
|
|
(47,721 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income |
|
$ |
50,539 |
|
|
$ |
20,106 |
|
|
$ |
157,511 |
|
|
$ |
97,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Diluted Earnings Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of diluted shares outstanding |
|
|
140,718,057 |
|
|
|
119,643,501 |
|
|
|
127,448,700 |
|
|
|
116,228,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Net Income Per Diluted Share |
|
$ |
0.36 |
|
|
$ |
0.17 |
|
|
$ |
1.24 |
|
|
$ |
0.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free Cash Flow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
15,534 |
|
|
$ |
51,084 |
|
|
$ |
296,339 |
|
|
$ |
270,484 |
|
Less: Purchases of property and equipment |
|
|
(27,351 |
) |
|
|
(14,405 |
) |
|
|
(88,784 |
) |
|
|
(49,271 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Free Cash Flow |
|
$ |
(11,817 |
) |
|
$ |
36,679 |
|
|
$ |
207,555 |
|
|
$ |
221,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (a) |
|
Reflects stock-based compensation expense for options for Class A Common Stock
and restricted shares, in each case, issued in connection with the acquisition under
the Officer’s Rollover Stock Plan that was established in connection with the
acquisition. Also reflects stock-based compensation expense for Equity Incentive
Plan Class A Common Stock options issued in connection with the acquisition under
the Equity Incentive Plan that was established in the connection with the
acquisition. |
| |
| (b) |
|
Reflects adjustments resulting from the application of purchase accounting in
connection with the acquisition not otherwise included in depreciation and
amortization. |
| |
| (c) |
|
Reflects amortization of intangible assets resulting from the acquisition. |
| |
| (d) |
|
Three months ended March 31, 2011 reflects costs related to the modification of
our credit facilities in connection with the Refinancing Transaction. Fiscal 2011
reflects debt refinancing costs incurred in connection with the Refinancing
Transaction and certain external administrative and other expenses incurred in
connection with the initial public offering. Fiscal 2010 reflects costs related to
the modification of our credit facilities, the establishment of the Tranche C term
loan facility under our senior secured credit facilities and the related payment of
special dividends. |
| |
| (e) |
|
Three months ended March 31, 2011 reflects costs related to the modification of
our credit facilities and prepayment fees associated with early repayments on the
mezzanine term loan and credit facilities in connection with the Refinancing
Transaction. Fiscal 2011 reflects debt refinancing costs and prepayment fees incurred
in connection with the Refinancing Transaction, as well as certain external
administrative and other expenses incurred in connection with the initial public
offering. Fiscal 2010 reflects costs related to the modification of our credit
facilities, the establishment of the Tranche C term loan facility under our senior
secured credit facilities and the related payment of special dividends. |
| |
| (f) |
|
Reflects the release of uncertain tax reserves, net of tax. |
| |
| (g) |
|
Reflects tax adjustments at an assumed marginal tax rate of 40%. |
Exhibit 6
Booz Allen Hamilton Holding Corporation
Operating Data
| |
|
|
|
|
|
|
|
|
| |
|
As of |
|
|
As of |
|
| |
|
March 31, |
|
|
March 31, |
|
| (Amounts in millions) |
|
2011 |
|
|
2010 |
|
Backlog |
|
|
|
|
|
|
|
|
Funded |
|
$ |
2,392 |
|
|
$ |
2,528 |
|
Unfunded (1) |
|
|
2,979 |
|
|
|
2,453 |
|
Priced Options (2) |
|
|
5,553 |
|
|
|
4,032 |
|
Total Backlog |
|
$ |
10,924 |
|
|
$ |
9,013 |
|
|
|
|
| (1) |
|
Incorporates a reduction, estimated by management, to the revenue value of orders for services
under two existing single award ID/IQ contracts, based on an established pattern of funding under
these contracts by the U.S. government. |
| |
| (2) |
|
Amounts shown reflect 100% of the undiscounted revenue
value of all priced options. |
| |
|
|
|
|
|
|
|
|
| |
|
As of |
|
|
As of |
|
| |
|
March 31, |
|
|
March 31, |
|
| |
|
2011 |
|
|
2010 |
|
Headcount |
|
|
|
|
|
|
|
|
Total Headcount |
|
|
25,024 |
|
|
|
23,315 |
|
Consulting Staff Headcount |
|
|
22,586 |
|
|
|
21,078 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months |
|
|
Three Months |
|
|
Fiscal Year |
|
|
Fiscal Year |
|
| |
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
| |
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
|
March 31, |
|
| |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Percentage of Total Revenue by Contract Type |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost-Reimbursable (3) |
|
|
52 |
% |
|
|
49 |
% |
|
|
51 |
% |
|
|
50 |
% |
Time-and-Materials |
|
|
32 |
% |
|
|
37 |
% |
|
|
35 |
% |
|
|
38 |
% |
Fixed-Price (4) |
|
|
16 |
% |
|
|
14 |
% |
|
|
14 |
% |
|
|
12 |
% |
|
|
|
| (3) |
|
Includes both cost-plus-fixed-fee and
cost-plus-award fee contracts. |
| |
| (4) |
|
Includes fixed-price
level of effort contracts. |
| |
|
|
|
|
|
|
|
|
| |
|
Three Months |
|
|
Three Months |
|
| |
|
Ended |
|
|
Ended |
|
| |
|
March 31, |
|
|
March 31, |
|
| |
|
2011 |
|
|
2010 |
|
Days Sales Outstanding * |
|
|
68 |
|
|
|
69 |
|
|
|
|
| * |
|
Calculated as total accounts receivable divided by revenue per day during the relevant fiscal
quarter. |
