PAE Incorporated (“PAE” or the “Company”) (NASDAQ: PAE, PAEWW)
today announced first-quarter 2021 financial and operating results.
CEO Commentary
PAE Interim President and CEO Charlie Peiffer
said, “I am very proud of the PAE team and very pleased with our
operating results. We grew organic revenue about 7% over the prior
year period and delivered strong adjusted EBITDA, margins and cash
flow. Our strategy of expanding the business towards higher margin
contract opportunities is yielding positive results. We’ll continue
to execute our strategy and build on this strong momentum.”
First-Quarter 2021 Results
Revenues for the quarter of $748.6 million
increased $131.3 million, or 21.3%, compared to the prior year
period. The increase was attributable to $88.8 million of revenue
from recent acquisitions and by a $42.5 million net increase from
new business awards and other changes in contract volume. The
Global Mission Services and National Security Solutions segments’
revenues increased by approximately $64.1 million and $67.2
million, respectively.
Operating income for the quarter was $26.2
million, compared with operating income of $7.5 million in the
prior year period. The increase resulted from higher revenue volume
in the current period and lower selling, general and administrative
expenses as a percentage of revenue.
The net income attributed to PAE for the quarter
was $13.4 million, or $0.14 per diluted share, compared with net
income of approximately $26.0 million, or $0.43 per diluted share
in the prior year period. The decrease in net income for the first
quarter of 2021 was primarily driven by changes in fair value of
the warrants, which decrease was partially offset by the increase
in operating income and the reduction in interest expense.
Adjusted EBITDA for the quarter was $47.0 million, or
6.3% of revenue, compared to $41.6 million, or 6.7% of revenue, in
the prior year period. Adjusted EBITDA increased due to higher
revenue volume while margins declined due primarily to higher
non-labor revenue in the current period.
Global Mission ServicesGMS revenues for the
quarter of $521.6 million increased $64.1 million, or 14.0%,
compared to the prior year period. The increase was attributable to
new business awards, including COVID-19 relief opportunities, which
increase was partially offset by reductions in contract volume on
certain programs.
GMS operating income for the quarter was $24.5
million, compared to $12.6 million in the prior-year period. The
increase was driven by higher revenue volume, lower selling,
general and administrative expenses as a percentage of revenue and
an increase in consolidated venture income. These increases were
partially offset by higher cost of sales from an increase in
non-labor revenue.
GMS adjusted operating income2 for the quarter
was $27.8 million, or 5.3% of revenue, compared to $27.3 million,
or an operating margin of 6.0% of revenue, in the prior year
period. The variances in GMS adjusted operating income and margins2
were driven by the increase in revenue volume including higher
non-labor revenue in the current period.
National Security SolutionsNSS revenues for the
quarter of $227.0 million increased $67.2 million, or 42.0%,
compared to the prior year period. The increase was attributable to
$88.8 million of revenue from recent acquisitions, partially offset
by a $23.0 million decrease from small business set aside
re-compete losses and changes in contract volume, net of new
business wins.
NSS operating income for the quarter was $11.4
million, compared to $4.4 million in the prior year period. The
increase resulted from higher revenue volume, improved program
performance and lower selling, general and administrative expense
as a percentage of revenue.
NSS adjusted operating income3 for the quarter
was $19.3 million, or an operating margin of 8.5% of revenue,
compared to $14.3 million, or 9.0% of revenue, in the prior year
period. The variances in NSS adjusted operating income and margins
were driven by the increase in revenue volume and the timing of net
profit adjustments in the prior year period.
Cash Flow Summary
Net cash provided by operating activities for
the quarter of $55.4 million increased $44.5 million over the prior
year period, driven primarily by higher cash collections and
increases in accounts payable and accrued expenses in the current
period.
As of March 28, 2021, PAE had cash and cash
equivalents totaling $118.2 million and had no outstanding
borrowings on its senior secured revolving credit facility.
Business Development Highlights and
Contract Awards
Net bookings totaled $292 million in the first
quarter and $2.7 billion over the trailing 12 months (“TTM”),
representing a book to bill ratio of 0.4x and 1.0x for the first
quarter and TTM, respectively.
Notable first quarter awards received
include:
Notable New Business Awards:
- Global Tactical Advanced
Communication Systems II Global FSR task order: PAE’s NSS
segment was awarded a task order, valued at $25 million to provide
support for Satellite Communications’ terminals and network
operability and sustainment.
- Department of State Rapid
Engineering and Construction Program: PAE’s GMS segment
was awarded multiple subcontracts totaling approximately $20
million to support the development of a rapid response supply chain
to carry out procurement and construction activities during
contingency operations and various emergency situations.
Notable Recompete Awards:
- Joint Personnel Recovery
Agency: PAE’s NSS segment was awarded an approximate $27
million contract to provide cleared personnel for SERE instruction,
curriculum development, strategy, operations and intelligence
analysis.
- The Bureau of Alcohol, Tobacco, Firearms and Explosives
National Integrated Ballistic Information Network National
Correlation and Training Center: PAE’s NSS segment was
awarded a contract, valued at approximately $15 million, to provide
intelligence focused support to enhance ATF’s abilities to solve,
reduce and prevent firearm-related violent crime.
The Company’s backlog at the end of the quarter
was $7.5 billion, of which approximately $1.3 billion was
funded.
2021 Financial Outlook
PAE is reiterating the fiscal 2021 guidance it
issued on March 11, 2021, based on the Company's financial results
for the first quarter of 2021 and its current outlook for the
remainder of the year. The table below summarizes the
Company's 2021 financial guidance:
Revenue: |
$3,050 million
- $3,150 million |
Adjusted EBITDA: |
$205 million - $215 million |
Cash flow provided by operations: |
At least $120 million |
Adjusted EBITDA is a non-GAAP financial measure.
The Company is not providing a quantitative reconciliation of
adjusted EBITDA in its 2021 financial guidance in reliance on the
“unreasonable efforts” exception for forward-looking non-GAAP
measures set forth in Securities and Exchange Commission rules
because certain financial information, the probable significance of
which cannot be determined, is not available and cannot be
reasonably estimated without unreasonable effort and expense. In
this regard, the Company does not provide a reconciliation of
forward-looking adjusted EBITDA (non-GAAP) to GAAP net income, due
to the inherent difficulty in forecasting and quantifying certain
amounts that are necessary for such reconciliation. Because certain
deductions for non-GAAP exclusions used to calculate projected net
income may vary significantly based on actual events, the Company
is not able to forecast on a GAAP basis with reasonable certainty
all deductions needed to provide a GAAP calculation of projected
net income at this time. The amounts of these deductions may be
material and, therefore, could result in actual GAAP net income
being materially less than is indicated by estimated adjusted
EBITDA (non-GAAP). Due to the uncertainty of estimates and
assumptions used in preparing forward-looking non-GAAP measures,
actual results could differ materially from these non-GAAP
financial projections.
Conference Call Information
As previously announced, PAE will host a
conference call and webcast today, May 6, 2021, at 8 a.m. ET.
Management will review the Company's first-quarter 2021 financial
results, followed by a question-and-answer session. Listeners will
be able to access a presentation summarizing the first-quarter 2021
results on the PAE Investor Relations website.
Interested parties are invited to join the
webcast from the PAE Investor Relations website and may register
for an email reminder using the “Events and Presentations” link.
Due to the COVID-19 pandemic, teleconference providers globally are
experiencing significant increases in conference call volume. As
such, the Company recommends that parties participate by joining
the webcast. Alternatively, if the webcast is not practical,
attendees may listen to the conference call by dialing (855)
982-6676 and entering conference ID 2929758. The international
dial-in access number is (614) 999-9188.
The Company will post an archive of the webcast following the
call on the PAE Investor Relations website.
Forward-Looking Statements
This press release may contain a number of
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) as defined in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements relate to
management’s assumptions, expectations, projections, intentions
and/or beliefs about future events or occurrences, and include, but
are not limited to, statements about PAE’s possible or assumed
future results of operations and cash flows, financial results,
business strategies, debt levels, competitive position, industry
environment, potential growth opportunities, potential impact of
COVID-19, effects of regulation, backlog, estimation of resources
for contracts, risks related to IDIQ contracts, risks related to
integration of acquisitions, strategy for and management of growth,
needs for additional capital, risks related to U.S. government
contracting generally, including congressional approval of
appropriations, and bid protests. These forward-looking statements
are based on PAE’s management’s current expectations, estimates,
projections and beliefs, as well as a number of assumptions
concerning future events. When used in this press release, the
words “estimates,” “projected,” “expects,” “anticipates,”
“forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,”
“will,” “should,” “future,” “propose” and variations of these words
or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking
statements.
These forward-looking statements are not
guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
PAE’s management’s control, that could cause actual results to
differ materially from the results discussed in the forward-looking
statements. Some factors that could cause actual results to differ
include a loss of contracts with the U.S. federal government or its
agencies or other state, local or foreign governments or agencies,
including as a result of a reduction in government spending;
service failures or failures to properly manage projects; issues
that damage our professional reputation; disruptions in or changes
to prices relating to our supply chain, including as a result of
difficulties in the supplier qualification process; failures on the
part of our subcontractors or joint venture partners to perform
their contractual obligations; failures to maintain strong
relationships with other contractors; the impact of a negative
audit or other investigation; failure to comply with numerous laws
and regulations regarding procurement, anti-bribery and
organizational conflicts of interest; inability to comply with the
laws and other security requirements governing access to classified
information; inability to share information from classified
contracts with investors; impact of implementing various data
privacy and cybersecurity laws; costs and liabilities arising under
various environmental laws and regulations; various claims,
litigation and other disputes that could be resolved against PAE;
delays, contract terminations or cancellations caused by
competitors’ protests of major contract awards received by us;
risks related to acquisitions, including our ability to realize the
benefits of acquisitions in a manner consistent with our
expectations and integration risks; risks from operating
internationally; the effects of COVID-19 outbreak and other
pandemics or health epidemics, including disruptions to our
workforce and the impact on government spending; disruptions caused
by natural or environmental disasters, terrorist activities or
other events outside our control; disruptions caused by social
unrest, including related protests or disturbances; issues arising
from cybersecurity threats or intellectual property infringement
claims; the loss of members of senior management; the inability to
attract, train or retain employees with the requisite skills,
experience and security clearances; the impact of the expiration of
our collective bargaining agreements; and other risks and
uncertainties described under the heading “Risk Factors” and
elsewhere in our reports filed with the Securities and Exchange
Commission (“SEC”).
Forward-looking statements included in this
release speak only as of the date of this release. PAE does not
undertake any obligation to update its forward-looking statements
to reflect events or circumstances after the date of this release
except as may be required by the federal securities laws.
About PAE
For more than 65 years, PAE has tackled the
world’s toughest challenges to deliver agile and steadfast
solutions to the U.S. government and its allies. With a global
workforce of approximately 20,000 on all seven continents and in
approximately 60 countries, PAE delivers a broad range of
operational support services to meet the critical needs of our
clients. Our headquarters is in Falls Church, Virginia. Find us
online at pae.com, on Facebook, Twitter and LinkedIn.
For investor inquiries regarding PAE:
Mark ZindlerVice President Investor
RelationsPAE703-717-6017mark.zindler@pae.com
For media inquiries regarding PAE:
Terrence NowlinSenior Communications
ManagerPAE703-656-7423terrence.nowlin@pae.com
PAE IncorporatedCondensed Consolidated Statement
of Operations (Unaudited)(In thousands, except share and per share
data)
|
Three Months Ended |
|
March 28, |
|
March 29, |
|
2021 |
|
2020 |
Revenues |
$ |
748,567 |
|
|
|
$ |
617,253 |
|
|
Cost of revenues |
566,666 |
|
|
|
465,208 |
|
|
Selling, general and
administrative expenses |
145,291 |
|
|
|
137,326 |
|
|
Amortization of intangible
assets |
12,215 |
|
|
|
8,047 |
|
|
Total operating expenses |
724,172 |
|
|
|
610,581 |
|
|
Program profit |
24,395 |
|
|
|
6,672 |
|
|
Other operating income
net |
1,801 |
|
|
|
785 |
|
|
Operating income |
26,196 |
|
|
|
7,457 |
|
|
Interest expense, net |
(12,514 |
) |
|
|
(20,948 |
) |
|
Other income, net |
1,200 |
|
|
|
30,112 |
|
|
Income (loss) before income
taxes |
14,882 |
|
|
|
16,621 |
|
|
Expense (benefit) from income
taxes |
2,609 |
|
|
|
(9,529 |
) |
|
Net income (loss) |
12,273 |
|
|
|
26,150 |
|
|
Noncontrolling interest in
earnings of ventures |
(1,111 |
) |
|
|
166 |
|
|
Net income (loss) attributed
to PAE Incorporated |
$ |
13,384 |
|
|
|
$ |
25,984 |
|
|
|
|
|
|
Net income (loss) per share
attributed to PAE Incorporated: |
|
|
|
Basic |
$ |
0.14 |
|
|
|
$ |
0.43 |
|
|
Diluted |
$ |
0.14 |
|
|
|
$ |
0.43 |
|
|
|
|
|
|
Weighted average shares
outstanding |
|
|
|
Basic |
92,613,057 |
|
|
|
59,807,549 |
|
|
Diluted |
95,128,326 |
|
|
|
59,807,549 |
|
|
|
|
|
|
|
|
|
|
PAE IncorporatedCondensed Consolidated Balance
Sheets (Unaudited)(In thousands, except share and par value
amounts)
|
March 28, |
|
December 31, |
|
2021 |
|
2020 |
|
|
|
|
Assets |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
118,150 |
|
|
|
$ |
85,908 |
|
|
Accounts receivable, net |
562,398 |
|
|
|
585,511 |
|
|
Prepaid expenses and other
current assets |
69,902 |
|
|
|
61,607 |
|
|
Total current assets |
750,450 |
|
|
|
733,026 |
|
|
Property and equipment,
net |
27,652 |
|
|
|
27,615 |
|
|
Investments |
19,400 |
|
|
|
18,272 |
|
|
Goodwill |
591,209 |
|
|
|
590,668 |
|
|
Intangible assets, net |
245,995 |
|
|
|
258,210 |
|
|
Operating lease right-of-use
assets, net |
183,276 |
|
|
|
191,370 |
|
|
Other noncurrent assets |
10,283 |
|
|
|
10,209 |
|
|
Total assets |
$ |
1,828,265 |
|
|
|
$ |
1,829,370 |
|
|
Liabilities and stockholders'
equity |
|
|
|
Current liabilities: |
|
|
|
Accounts payable |
$ |
177,911 |
|
|
|
$ |
152,962 |
|
|
Accrued expenses |
121,274 |
|
|
|
114,222 |
|
|
Customer advances and billings
in excess of costs |
74,197 |
|
|
|
106,475 |
|
|
Salaries, benefits and payroll
taxes |
158,841 |
|
|
|
145,186 |
|
|
Accrued taxes |
15,186 |
|
|
|
15,582 |
|
|
Current portion of long-term
debt, net |
5,920 |
|
|
|
5,961 |
|
|
Operating lease liabilities,
current portion |
47,163 |
|
|
|
46,756 |
|
|
Other current liabilities |
42,393 |
|
|
|
45,037 |
|
|
Total current liabilities |
642,885 |
|
|
|
632,181 |
|
|
Deferred income taxes,
net |
6,587 |
|
|
|
4,389 |
|
|
Long-term debt, net |
861,057 |
|
|
|
860,306 |
|
|
Long-term operating lease
liabilities |
136,473 |
|
|
|
145,569 |
|
|
Warrant liability |
49,267 |
|
|
|
50,467 |
|
|
Other long-term
liabilities |
32,441 |
|
|
|
30,273 |
|
|
Total liabilities |
1,728,710 |
|
|
|
1,723,185 |
|
|
Stockholders' equity: |
|
|
|
Preferred stock, $0.0001 par
value per share, 1,000,000 shares authorized; no shares issued and
outstanding |
— |
|
|
|
— |
|
|
Common stock, $0.0001 par
value per share: 210,000,000 shares authorized; 93,069,815 and
92,040,654 shares issued and outstanding as of March 28, 2021 and
December 31, 2020, respectively |
9 |
|
|
|
9 |
|
|
Additional paid-in
capital |
167,898 |
|
|
|
188,685 |
|
|
Accumulated deficit |
(103,237 |
) |
|
|
(116,621 |
) |
|
Accumulated other
comprehensive loss |
881 |
|
|
|
1,876 |
|
|
Total PAE Incorporated stockholders' equity |
65,551 |
|
|
|
73,949 |
|
|
Noncontrolling interests |
34,004 |
|
|
|
32,236 |
|
|
Total liabilities and stockholders' equity |
$ |
1,828,265 |
|
|
|
$ |
1,829,370 |
|
|
PAE IncorporatedCondensed Consolidated Statements
of Cash Flows (Unaudited) (In thousands)
|
Three Months Ended |
|
March 28, |
|
March 29, |
|
2021 |
|
2020 |
Operating
activities |
|
|
|
Net income (loss) |
$ |
12,273 |
|
|
|
$ |
26,150 |
|
|
Adjustments to reconcile net
income (loss) to net cash provided by operating activities: |
|
|
|
Depreciation of property and equipment |
2,268 |
|
|
|
2,583 |
|
|
Amortization of intangible assets |
12,215 |
|
|
|
8,047 |
|
|
Amortization of debt issuance cost |
777 |
|
|
|
6,063 |
|
|
Stock-based compensation |
2,270 |
|
|
|
— |
|
|
Net undistributed (loss) income from unconsolidated ventures |
(2,411 |
) |
|
|
(663 |
) |
|
Deferred income taxes, net |
2,818 |
|
|
|
(9,896 |
) |
|
Change in fair value of Warrant liability |
(1,200 |
) |
|
|
(33,599 |
) |
|
Other non-cash activities, net |
(140 |
) |
|
|
270 |
Changes in operating assets
and liabilities, net of acquisitions: |
|
|
|
Accounts receivable, net |
22,685 |
|
|
|
20,869 |
|
|
Accounts payable |
25,037 |
|
|
|
(2,417 |
) |
|
Accrued expenses |
7,335 |
|
|
|
(292 |
) |
|
Customer advances and billings in excess of costs |
(32,276 |
) |
|
|
18,223 |
|
|
Salaries, benefits and payroll taxes |
13,951 |
|
|
|
(21,307 |
) |
|
Prepaid expenses and other current assets |
(8,555 |
) |
|
|
(1,579 |
) |
|
Other current and noncurrent liabilities |
(10,632 |
) |
|
|
(4,545 |
) |
|
Investments |
1,374 |
|
|
|
750 |
|
|
Other noncurrent assets |
7,999 |
|
|
|
4,729 |
|
|
Accrued taxes |
(392 |
) |
|
|
(2,473 |
) |
|
Net cash provided by operating activities |
55,396 |
|
|
|
10,913 |
|
|
Investing
activities |
|
|
|
Expenditures for property and
equipment |
(2,434 |
) |
|
|
(404 |
) |
|
Proceeds from sales of
property |
222 |
|
|
|
— |
|
|
Acquisition of noncontrolling
interest |
(14,300 |
) |
|
|
— |
|
|
Other investing activities,
net |
(372 |
) |
|
|
— |
|
|
Net cash used in investing
activities |
(16,884 |
) |
|
|
(404 |
) |
|
Financing
activities |
|
|
|
Net contributions from
noncontrolling interests |
490 |
|
|
|
150 |
|
|
Borrowings on long-term
debt |
20,000 |
|
|
|
60,000 |
|
|
Repayments on long-term
debt |
(20,000 |
) |
|
|
(196,544 |
) |
|
Payment of debt issuance
costs |
— |
|
|
|
(964 |
) |
|
Recapitalization from merger
with Gores III |
— |
|
|
|
605,708 |
|
|
Payment of underwriting and
transaction costs |
— |
|
|
|
(27,268 |
) |
|
Distribution to selling
stockholders |
— |
|
|
|
(419,548 |
) |
|
Stock-based compensation tax
withholding obligation |
(5,659 |
) |
|
|
— |
|
|
Net cash (used in) provided by financing activities |
(5,169 |
) |
|
|
21,534 |
|
|
Effect of exchange rate
changes on cash and cash equivalents |
(1,101 |
) |
|
|
(288 |
) |
|
Net increase in cash
and cash equivalents |
32,242 |
|
|
|
31,755 |
|
|
Cash and cash equivalents at
beginning of period |
85,908 |
|
|
|
68,035 |
|
|
Cash and cash
equivalents at end of period |
$ |
118,150 |
|
|
|
$ |
99,790 |
|
|
Supplemental cash flow
information |
|
|
|
Cash paid for interest |
$ |
11,977 |
|
|
|
$ |
10,900 |
|
|
Cash paid for taxes |
$ |
471 |
|
|
|
$ |
1,523 |
|
|
PAE INCORPORATEDSEGMENT DATA(in thousands)
|
Three Months Ended |
|
March 28, |
|
March 29, |
|
2021 |
|
2020 |
Revenues |
|
|
|
GMS |
$ |
521,561 |
|
|
|
$ |
457,444 |
|
|
NSS |
227,006 |
|
|
|
159,809 |
|
|
Consolidated revenues |
$ |
748,567 |
|
|
|
$ |
617,253 |
|
|
|
|
|
|
Operating income |
|
|
|
GMS |
$ |
24,514 |
|
|
|
$ |
12,603 |
|
|
NSS |
11,390 |
|
|
|
4,367 |
|
|
Corporate |
(9,708 |
) |
|
|
(9,513 |
) |
|
Consolidated operating
income |
$ |
26,196 |
|
|
|
$ |
7,457 |
|
|
|
|
|
|
Amortization of intangible
assets |
|
|
|
GMS |
$ |
4,161 |
|
|
|
$ |
4,115 |
|
|
NSS |
8,054 |
|
|
|
3,932 |
|
|
Consolidated amortization of
intangible assets |
$ |
12,215 |
|
|
|
$ |
8,047 |
|
|
|
|
|
|
|
|
|
|
|
|
PAE INCORPORATEDBACKLOG(in thousands)
|
As of |
|
As of |
|
March 28, |
|
December 31, |
|
2021 |
|
2020 |
Global Mission Services: |
|
|
|
Funded backlog |
$ |
832,553 |
|
|
|
$ |
946,711 |
|
|
Unfunded backlog |
4,234,540 |
|
|
|
4,445,442 |
|
|
Total GMS backlog |
$ |
5,067,093 |
|
|
|
$ |
5,392,153 |
|
|
|
|
|
|
National Security
Solutions: |
|
|
|
Funded backlog |
$ |
451,574 |
|
|
|
$ |
476,618 |
|
|
Unfunded backlog |
1,940,234 |
|
|
|
2,046,634 |
|
|
Total NSS backlog |
$ |
2,391,808 |
|
|
|
$ |
2,523,252 |
|
|
|
|
|
|
Total: |
|
|
|
Funded backlog |
$ |
1,284,127 |
|
|
|
$ |
1,423,329 |
|
|
Unfunded backlog |
6,174,774 |
|
|
|
6,492,076 |
|
|
Total backlog |
$ |
7,458,901 |
|
|
|
$ |
7,915,405 |
|
|
Backlog represents the estimated amount of
future revenues to be recognized under negotiated contracts and
task orders as work is performed and excludes contract awards which
have been protested by competitors until the protest is resolved in
our favor. PAE segregates backlog into two categories, funded
backlog and unfunded backlog.
Funded backlog refers to the value on contracts
for which funding is appropriated less revenues previously
recognized on these contracts.
Unfunded backlog represents the estimated future
revenues to be earned from negotiated contracts for which funding
has not been appropriated or authorized, and unexercised priced
contract options. Unfunded backlog does not include any estimate of
future potential task orders expected to be awarded under
indefinite delivery, indefinite quantity, U.S. General Services
Administration schedules or other master agreement contract
vehicles.
Non-GAAP Financial Measures
The Company uses EBITDA, adjusted EBITDA,
adjusted EBITDA margin, adjusted operating income per segment and
adjusted operating income margin per segment as supplemental
non-GAAP measures of performance. PAE defines EBITDA as net income
excluding (i) interest expense, (ii) provision for or benefit from
income taxes and (iii) depreciation and amortization. Adjusted
EBITDA and adjusted operating income per segment exclude certain
amounts included in EBITDA as provided in the reconciliations
provided herein. Adjusted EBITDA is equal to the sum of adjusted
operating income for each segment. Adjusted EBITDA margin is
calculated as adjusted EBITDA divided by revenues expressed as a
percentage and adjusted operating income margin is calculated as
adjusted operating income divided by revenues expressed as a
percentage.
For 2021 and 2020, the Company’s net income was
impacted by certain events, as described in the footnotes to the
reconciliation tables, that do not reflect the cost of our
operations and which may affect the period-over-period assessment
of operating results. The non-GAAP financial measures demonstrate
the impact of these events.
These non-GAAP measures of performance are used
by management to conduct and evaluate its business during its
regular review of operating results for the periods presented.
Management and the Company’s Board utilize these non-GAAP measures
to make decisions about the use of the Company’s resources, analyze
performance between periods, develop internal projections and
measure management performance. PAE believes these non-GAAP
measures are useful to investors in evaluating the Company’s
ongoing operating and financial results and understanding how such
results compare with the Company’s historical performance.
In addition to the above non-GAAP financial
measures, the Company has included backlog, net bookings, and
book-to-bill ratio in this release. Backlog is an operational
measure representing the estimated amount of future revenues to be
recognized under negotiated contracts and task orders as work is
performed and excludes contract awards which have been protested by
competitors until the protest is resolved in our favor. Net
bookings are an operational measure representing the change in
backlog between reporting periods plus reported revenue for the
period and book-to-bill ratio is an operational measure
representing net bookings divided by reported revenues for the same
period. We believe backlog, net bookings and book-to-bill ratio are
useful metrics for investors because they are an important measure
of business development performance and revenue growth. These
metrics are used by management to conduct and evaluate its business
during its regular review of operating results for the periods
presented.
|
|
|
|
|
|
Reconciliation of GAAP
net income to Adjusted EBITDA, a non-GAAP Measure -
Company |
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 28, |
|
March 29, |
|
|
|
2021 |
|
2020 |
|
Change |
Net income (loss) attributed to PAE Incorporated |
$ |
13,384 |
|
|
|
$ |
25,984 |
|
|
|
$ |
(12,600 |
) |
|
Interest expense, net |
12,514 |
|
|
|
20,948 |
|
|
|
(8,434 |
) |
|
Provision for taxes |
2,609 |
|
|
|
(9,529 |
) |
|
|
12,138 |
|
|
Depreciation and
amortization |
14,483 |
|
|
|
10,630 |
|
|
|
3,853 |
|
|
M&A and Integration
costs |
1,833 |
|
|
|
23,980 |
|
|
|
(22,147 |
) |
|
Disposal of assets |
— |
|
|
|
— |
|
|
|
— |
|
|
Non-core expenses (1) |
1,066 |
|
|
|
258 |
|
|
|
808 |
|
|
Non-cash items (2) |
— |
|
|
|
— |
|
|
|
— |
|
|
Equity based compensation
(3) |
1,931 |
|
|
|
— |
|
|
|
1,931 |
|
|
Other (4) |
(791 |
) |
|
|
(30,626 |
) |
|
|
29,835 |
|
|
Adjusted EBITDA |
$ |
47,029 |
|
|
|
$ |
41,646 |
|
|
|
$ |
5,384 |
|
|
Adjusted EBITDA margin |
6.3 |
% |
|
|
6.7 |
% |
|
|
|
Reconciliation of GAAP
operating income to adjusted operating income, a
non-GAAP Measure - GMS |
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 28, |
|
March 29, |
|
|
|
2021 |
|
|
2020 |
|
|
Change |
Operating income |
$ |
24,514 |
|
|
|
$ |
12,603 |
|
|
|
$ |
11,911 |
|
|
Corp operating loss allocation
(5) |
(7,674 |
) |
|
|
(7,049 |
) |
|
|
(625 |
) |
|
Corp other income (loss)
allocation (6) |
949 |
|
|
|
22,316 |
|
|
|
(21,367 |
) |
|
Corporate NCI allocation |
925 |
|
|
|
(222 |
) |
|
|
1,147 |
|
|
Depreciation and
amortization |
5,862 |
|
|
|
6,151 |
|
|
|
(289 |
) |
|
M&A and Integration
costs |
1,449 |
|
|
|
15,912 |
|
|
|
(14,463 |
) |
|
Disposal of assets |
— |
|
|
|
— |
|
|
|
— |
|
|
Non-core expenses (1) |
843 |
|
|
|
191 |
|
|
|
652 |
|
|
Equity based compensation
(3) |
1,526 |
|
|
|
— |
|
|
|
1,526 |
|
|
Other (4) |
(625 |
) |
|
|
(22,588 |
) |
|
|
21,963 |
|
|
Adjusted operating income |
$ |
27,769 |
|
|
|
$ |
27,314 |
|
|
|
$ |
455 |
|
|
Adjusted operating income
margin |
|
5.3 |
% |
|
|
|
6.0 |
% |
|
|
|
Reconciliation of GAAP
operating income to adjusted operating income, a non-GAAP Measure -
NSS |
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 28, |
|
March 29, |
|
|
|
2021 |
|
|
2020 |
|
|
Change |
Operating income |
$ |
11,390 |
|
|
|
$ |
4,367 |
|
|
|
$ |
7,023 |
|
|
Corp operating loss allocation
(5) |
(2,034 |
) |
|
|
(2,463 |
) |
|
|
429 |
|
|
Corp other income (loss)
allocation (6) |
251 |
|
|
|
7,796 |
|
|
|
(7,545 |
) |
|
Corporate NCI allocation |
186 |
|
|
|
56 |
|
|
|
130 |
|
|
Depreciation and
amortization |
8,621 |
|
|
|
4,479 |
|
|
|
4,142 |
|
|
M&A and Integration
costs |
384 |
|
|
|
8,068 |
|
|
|
(7,684 |
) |
|
Disposal of assets |
— |
|
|
|
— |
|
|
|
— |
|
|
Non-core expenses (1) |
223 |
|
|
|
67 |
|
|
|
156 |
|
|
Non-cash items (2) |
— |
|
|
|
— |
|
|
|
— |
|
|
Equity based compensation
(3) |
405 |
|
|
|
— |
|
|
|
405 |
|
|
Other (4) |
(166 |
) |
|
|
(8,038 |
) |
|
|
7,872 |
|
|
Adjusted operating income |
$ |
19,260 |
|
|
|
$ |
14,332 |
|
|
|
$ |
4,928 |
|
|
Adjusted operating income
margin |
|
8.5 |
% |
|
|
|
9.0 |
% |
|
|
|
(1) Non-core expenses include certain
professional fees, gain/loss on disposal of fixed assets,
settlements and certain severance costs.
(2) Non-cash items include idle facilities
charges for facilities the Company no longer occupies, pension
curtailment costs and unrealized FX gains/losses.
(3) Equity based compensation reflects costs
associated with the issuance of restricted stock units and
performance-based restricted stock units to PAE employees and
independent directors.
(4) Other costs include adjustments to offset
capitalized internal labor, state income taxes that were not
captured in reported income tax expense and warrant-related
expenses.
(5) Corporate operating loss allocation includes
certain selling, general and administrative, depreciation and
amortization costs that cannot be assigned to a specific segment;
this cost is allocated based on proportionate segment revenues for
the period in which the cost is incurred.
(6) Corporate other income (loss) allocation
includes changes in the fair value of the warrants and transaction
expenses allocated to the warrants.
1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP
financial measures. A reconciliation of adjusted EBITDA and
adjusted EBITDA margin to their most directly comparable GAAP
financial measure, net income (loss), and a discussion of Adjusted
EBITDA, Adjusted EBITDA margin and other non-GAAP financial
measures, is contained in the “Non-GAAP Financial Measures” section
of this release.2 GMS adjusted operating income and adjusted
operating income margin are non-GAAP financial measures. A
reconciliation of GMS adjusted operating income and adjusted
operating income margin to their most directly comparable GAAP
financial measure, GMS operating income (loss), is contained in the
“Non-GAAP Financial Measures” section of this release.3 NSS
adjusted operating income and adjusted operating income margin are
non-GAAP financial measures. A reconciliation of NSS adjusted
operating income and adjusted operating income margin to their most
directly comparable GAAP financial measure, NSS operating income
(loss), is contained in the “Non-GAAP Financial Measures” section
of this release.
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