0001336920-15-000034.txt : 20150730 0001336920-15-000034.hdr.sgml : 20150730 20150730163051 ACCESSION NUMBER: 0001336920-15-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150724 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150730 DATE AS OF CHANGE: 20150730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leidos, Inc. CENTRAL INDEX KEY: 0000353394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953630868 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12771 FILM NUMBER: 151016554 BUSINESS ADDRESS: STREET 1: LEGAL DEPT STREET 2: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 571-526-6000 MAIL ADDRESS: STREET 1: LEGAL DEPT STREET 2: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: SCIENCE APPLICATIONS INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leidos Holdings, Inc. CENTRAL INDEX KEY: 0001336920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 203562868 FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33072 FILM NUMBER: 151016555 BUSINESS ADDRESS: STREET 1: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 571-526-6000 MAIL ADDRESS: STREET 1: 11951 FREEDOM DRIVE CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: SAIC, Inc. DATE OF NAME CHANGE: 20050823 8-K 1 ldosfy2015c8-kplainfield.htm 8-K LDOS FY2015C 8-K PLAINFIELD


 
 
 
 
 
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 24, 2015
 
 
 
 
 
 
 
 
 
Commission
File Number
  
Exact Name of Registrant as Specified in its Charter,
Address of Principal Executive Offices and Telephone Number
  
State of
Incorporation
  
I.R.S. Employer
Identification No
001-33072
  
Leidos Holdings, Inc.
  
Delaware
  
20-3562868
 
  
11951 Freedom Drive, Reston, Virginia 20190
  
 
  
 
 
  
(571) 526-6000
  
 
  
 
 
 
 
 
000-12771
  
Leidos, Inc.
  
Delaware
  
95-3630868
 
  
11951 Freedom Drive, Reston, Virginia 20190
  
 
  
 
 
  
(571) 526-6000
  
 
  
 

 N/A
(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: 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 
 
 
 






FORM 8-K
 
Item 2.01.
Completion of Acquisition or Disposition of Assets
On July 24, 2015, Leidos Engineering, LLC (“Leidos Engineering”), a wholly-owned subsidiary of Leidos, Inc. (“Leidos”) sold all of the outstanding equity interests in Leidos Renewable Energy, LLC (“LRE”), the indirect parent of Plainfield Renewable Energy, LLC ("PRE"), to Greenleaf Power Consolidated, LLC (“Buyer”) pursuant to the Membership Interest Purchase Agreement by and among Leidos Engineering, PRE and Buyer dated March 24, 2015, as amended July 17, 2015 (the "Agreement").
Upon closing of the sale transaction, Buyer provided to Leidos Engineering aggregate consideration of $101 million, subject to certain adjustments, and contingent earn-out payments. The consideration received by Leidos Engineering at closing consisted of a cash payment of approximately $29 million (the "Closing Payment") and a secured promissory note for approximately $73 million (the “Note”). Payments under the Note are secured by a general security interest in the personal property of PRE, a pledge of the membership interests of PRE and a first mortgage over the real property that comprises the Plainfield Facility. In addition to the Closing Payment and the Note, the Company is eligible to receive certain contingent earn-out payments contemplated by the Agreement not to exceed $30 million.
 
Item 9.01.
Financial Statements and Exhibits.
 
(b)
Pro forma financial information

The following unaudited Pro Forma Financial Statements of the Company reflecting the closing of the sale of Plainfield are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference:

i.Condensed consolidated balance sheet as of April 3, 2015;

ii.Condensed consolidated statement of income for the quarter ended April 3, 2015; and

iii.Consolidated statement of income for the year ended January 30, 2015.

(d)
Exhibits
Exhibit 10.1
  
Membership Interest Purchase Agreement by and among Leidos Engineering, LLC, Greenleaf Power Consolidated, LLC and Plainfield Renewable Energy, LLC dated March 24, 2015. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 25, 2015.
Exhibit 10.2
 
Amendment to Membership Interest Purchase Agreement by and among Leidos Engineering, LLC, Greenleaf Power Consolidated, LLC and Plainfield Renewable Energy, LLC dated July 17, 2015. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 23, 2015.
Exhibit 99.1
  
Unaudited pro forma condensed consolidated balance sheet as of April 3, 2015, unaudited pro forma condensed consolidated statement of income for the quarter ended April 3, 2015 and unaudited pro forma consolidated statement of income for the year ended January 30, 2015.





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
(Registrant)
 
 
LEIDOS HOLDINGS, INC.
 
 
 
 
Date: July 30, 2015
 
 
By:
 
/s/ Vincent A. Maffeo
 
 
 
 
 
Vincent A. Maffeo
 
 
 
Its:
 
Executive Vice President and General Counsel
 
 
 
(Registrant)
 
 
LEIDOS, INC.
 
 
 
 
Date: July 30, 2015
 
 
By:
 
/s/ Vincent A. Maffeo
 
 
 
 
 
Vincent A. Maffeo
 
 
 
Its:
 
Executive Vice President and General Counsel



 EX-99.1 2 ldosfy2015c8-kplainfieldex.htm EXHIBIT 99.1 LDOS FY2015C 8-K PLAINFIELD EXHIBIT 99.1
Exhibit 99.1


LEIDOS HOLDINGS, INC. AND LEIDOS, INC.
UNAUDITED PRO FORMA
FINANCIAL STATEMENTS

On July 24, 2015, Leidos Engineering, LLC (“Leidos Engineering”), a wholly-owned subsidiary of Leidos, Inc. (“Leidos”) sold all of the outstanding equity interests in Leidos Renewable Energy, LLC (“LRE”), the indirect parent of Plainfield Renewable Energy, LLC ("PRE"), to Greenleaf Power Consolidated, LLC (“Buyer”) pursuant to the Membership Interest Purchase Agreement by and among Leidos Engineering, PRE and Buyer dated March 24, 2015, as amended July 17, 2015 (the "Agreement").

Plainfield was historically included as part of Leidos' Health and Engineering reportable segment. The disposal of Plainfield does not represent a strategic shift in Leidos' business and does not qualify for presentation as a discontinued operation. Plainfield was classified as "Held for Sale" in Leidos' condensed consolidated balance sheet as of July 3, 2015.

The unaudited pro forma financial statements were derived from the Company’s historical financial statements and are being presented to give effect to the disposal of Plainfield.
 
Included herein are the following unaudited pro forma financial statements:

•
Condensed consolidated balance sheet as of April 3, 2015;

•
Condensed consolidated statement of income for the quarter ended April 3, 2015; and

•
Consolidated statement of income for the year ended January 30, 2015

The unaudited pro forma condensed consolidated balance sheet and statements of income should be read in conjunction with the historical financial statements and accompanying notes.

The pro forma adjustments are based on the best information available and assumptions that management believes are reasonable, that reflect the impacts of events directly attributable to the disposal and related transactions, and that are factually supportable. The unaudited pro forma financial statements are provided for illustrative and informational purposes only and are not intended to represent or be indicative of what Leidos' results of operations or financial position would have been had the sale occurred during those periods. The unaudited pro forma financial statements also should not be considered representative of Leidos’ future results of operations or financial position.

See combined notes to the unaudited pro forma condensed consolidated balance sheet and statements of income for a more detailed discussion of these transactions.





LEIDOS HOLDINGS, INC. AND LEIDOS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
 
 
April 3, 2015
 
 
 
Pro-Forma Adjustments
 
 
(in millions)
Historical Leidos Holdings, Inc.
 
Plainfield
[A]
 
Other
 
Pro-Forma
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
377

 
$
—

 
$
—

 
$
377

Receivables, net
977

 
(2
)
 
—

 
975

Inventory, prepaid expenses and other current assets
297

 
(3
)
 
(1
)
 [B]
293

Total current assets
1,651

 
(5
)
 
(1
)
 
1,645

Property, plant and equipment, net
308

 
(122
)
 
—

 
186

Intangible assets, net
35

 
—

 
—

 
35

Goodwill
1,207

 
—

 
—

 
1,207

Deferred income taxes
13

 
—

 
(6
)
[B]
7

Other assets
95

 
(1
)
 
—

 
94

Total assets
$
3,309

 
$
(128
)
 
$
(7
)
 
$
3,174

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
745

 
$
(3
)
 
$
(1
)
[B]
$
741

Accrued payroll and employee benefits
237

 
—

 
—

 
237

Notes payable and long-term debt, current portion
2

 
—

 
—

 
2

Liabilities of discontinued operations
3

 
—

 
—

 
3

Total current liabilities
987

 
(3
)
 
(1
)
 
983

Notes payable and long-term debt, net of current portion
1,156

 
—

 
—

 
1,156

Other long-term liabilities
166

 
—

 
(6
)
[B]
160

Commitments and contingencies
 
 

 

 

Stockholders' equity:
1,000

 
(125
)
 
—

 
875

Total stockholders' equity
1,000

 
(125
)
 
—

 
875

Total liabilities and stockholder's equity
$
3,309

 
$
(128
)
 
$
(7
)
 
$
3,174




LEIDOS HOLDINGS, INC. AND LEIDOS, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME

 
Three Months Ended April 3, 2015
 
 
 
Pro-Forma Adjustments
 
 
(in millions, except per share amounts)
Historical Leidos Holdings, Inc.
 
Plainfield
[A]
 
Other
 
Pro-Forma
 
 
 
 
 
 
 
 
Revenues
$
1,246

 
$
(5
)
 
$
—

 
$
1,241

Costs and expenses:
 
 
 
 
 
 
 
Cost of revenues
1,093

 
(9
)

—

 
1,084

Selling, general and administrative expenses
75

 
(2
)
 
—

 
73

Asset impairment charges
40

 
(40
)
 
—

 
—

Operating income
38

 
46

 
—

 
84

Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense, net
(14
)
 
1


(1
)
[C]
(14
)
Other expense, net
(1
)
 
—

 
—

 
(1
)
Income from continuing operations before income taxes
23

 
47

 
(1
)
 
69

Income tax expense
—

 
—


(18
)
[D]
(18
)
Income from continuing operations
$
23

 
$
47

 
$
(19
)
 
$
51

Earnings per share:
 
 
 
 
 
 
 
Basic earnings per share from continuing operations
 
 
 
 
 
 
$
0.70

Diluted earnings per share from continuing operations
 
 
 
 
 
 
$
0.68





LEIDOS HOLDINGS, INC. AND LEIDOS, INC.
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF INCOME
 
Year Ended January 30, 2015
 
 
 
Pro-Forma Adjustments
 
 
(in millions, except per share amounts)
Historical Leidos Holdings, Inc.
 
Plainfield
[A]
 
Other
 
Pro-Forma
 
 
 
 
 
 
 
 
Revenues
$
5,063

 
$
(13
)
 
$
—

 
$
5,050

Costs and expenses:
 
 
 
 
 
 
 
Cost of revenues
4,392

 
(34
)
 
—

 
4,358

Selling, general and administrative expenses
315

 
(8
)
 
—


307

Goodwill impairment charges
486

 
—

 
—

 
486

Asset impairment charges
81

 
(43
)
 
—

 
38

Separation transaction expenses
3

 
—

 
—


3

Operating loss
(214
)
 
72

 
—

 
(142
)
Non-operating income (expense):
 
 
 
 
 
 
 
Interest income
1

 
—

 
—

 
1

Interest expense
(75
)
 
3

 
(3
)
[C]
(75
)
Other income, net
5

 
—

 
—

 
5

Loss from continuing operations before income taxes
(283
)
 
75

 
(3
)
 
(211
)
Income tax expense
(47
)
 
—

 
(29
)
[D]
(76
)
Loss from continuing operations
$
(330
)
 
$
75

 
$
(32
)
 
$
(287
)
Loss per share:
 
 
 
 
 
 
 
Basic loss per share from continuing operations
 
 
 
 
 
 
$
(3.88
)
Diluted loss per share from continuing operations
 
 
 
 
 
 
$
(3.88
)



LEIDOS HOLDINGS, INC. AND LEIDOS, INC.
COMBINED NOTES TO UNAUDITED PRO FORMA
FINANCIAL STATEMENTS

[A]
The adjustments remove the balances and the results of operations of Plainfield Renewable Energy, LLC ("Plainfield"). The adjustments to the results of operations exclude certain corporate allocations and intercompany transactions, which would have been absorbed by Leidos on a consolidated level, independent of Plainfield.
 
 
 
 
 
 
[B]
The adjustments reflect the tax impacts due to Plainfield operations.
 
 
 
 
 
 
[C]
Plainfield interest expense incurred is intercompany in nature and is eliminated in consolidations.
 
 
 
 
 
 
[D]
The adjustments in [A] above in the statements of operations were tax effected using an estimated tax rate of 39.8%, based on the blended federal and state statutory income tax rates.