Combination Creates a Government Services Prime

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November 17, 2023

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#1Jacobs Challenging today. Reinventing tomorrow. Creating a New Government Services Leader: Jacobs To Spin-off and Merge Its CMS and C&I Businesses with Amentum November 20, 2023#2Disclaimer Certain statements contained in this presentation constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as "expects," "anticipates," "believes," "seeks," "estimates," "plans," "intends," "future," "will," "would," "could," "can," "may," "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning our plans to spin off and merge with Amentum the CMS business and the above-referenced portion of the DVS business in a proposed transaction that is intended to be tax-free to stockholders for U.S. federal income taxes purposes, Jacobs' and its stockholders respective ownership percentages of the combined company, the amount of cash payment and value to be derived from the disposition of Jacobs' stake in the combined company, the expected timing, structure and tax treatment of the proposed transaction, our intent to maintain Jacobs' investment grade credit profile, the ability of the parties to complete the proposed transaction, the potential benefits and synergies of the proposed transaction, including future financial and operating results and strategic benefits, the description of the combined company's anticipated revenue, business and growth opportunities, and the combined company's plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing. Although such statements are based on Jacobs' and Amentum's current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include uncertainties as to the structure and timing of the proposed transaction, the impact of the proposed transaction on Jacobs and the combined company if the proposed transaction is completed, the possibility that the proposed transaction may not qualify for the expected tax treatment, the ability to obtain all required regulatory approvals, the possibility that closing conditions for the proposed transaction may not be satisfied or waived, on a timely basis or otherwise, the risk that any consents or approvals required in connection with the proposed transaction may not be received, the risk that the proposed transaction may not be completed on the terms or in the time-frame expected by the parties, unexpected costs, charges or expenses resulting from the proposed transaction, business and management strategies and the growth expectations of the combined company, the ability of the parties to combine the combined company and to implement its business strategy and realize the expected benefits, including the ability to realize the estimated synergies, the inability of the Company and the combined company to retain and hire key personnel, customers or suppliers while the proposed transaction is pending or after it is completed, as well as other factors related to the combined company business, such as competition from existing and future competitors in its target markets, financial market risks that may affect Jacobs or the combined company, including by affecting Jacobs' or the combined company's access to capital, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the impact of a possible recession or economic downturn on our results, prospects and opportunities, and geopolitical events and conflicts, the risk that disruptions from the proposed transaction will impact the Jacobs' or Amentum's business, the risk that the separation of the CMS business from the Company is more difficult than expected, the risk of a disruption in the Company's business as a result of the pending proposed transaction, a possible decrease in the trading price of the Company's and/or the combined company's shares, as well as factors related to our business or detailed from time to time in the Company's reports filed with the U.S. Securities and Exchange Commission ("SEC"). The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements see our Annual Report on Form 10-K for the year ended September 29, 2023, and in particular the discussions contained therein under Item 1-Business; Item 1A-Risk Factors; Item 3-Legal Proceedings; and Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations, our Quarterly Reports on Form 10-Q, as well as the Company's other filings with the SEC. The Company is not under any duty to update any of the forward-looking statements after the date of this presentation to conform to actual results, except as required by applicable law. We encourage you to read carefully the risk factors, as well as the financial and business disclosures contained in our Annual Report on Form 10-K, our Quarterly Report on Form 10-Q and in other documents we file from time to time with the United States Securities and Exchange Commission. Non-GAAP Financial Measures and Operating Metrics To supplement the financial results presented in accordance with generally accepted accounting principles in the United States ("GAAP"), we present certain non-GAAP financial measures within the meaning of Regulation G under the Securities Exchange Act of 1934, as amended. These measures are not, and should not be viewed as, substitutes for GAAP financial measures. This presentation contains certain operating metrics which management believes are useful in evaluating the transaction. We generally explain these metrics in footnotes when used. Combined Backlog represents revenue the combined company expects to realize for work to be completed, including work to be completed by their consolidated subsidiaries and the proportionate share of work to be performed by unconsolidated joint ventures. Backlog to revenue represents the ratio of combined backlog to the revenue of the separated businesses plus Amentum's revenue. Leverage equals the sum of indebtedness of Amentum and CMS expected to be outstanding at a point in time less cash and cash equivalents as of the same point in time, divided by the adjusted earnings before interest, taxes, depreciation and amortization for the 12-month period ending on that date. We regularly monitor these operating metrics to evaluate our business, identify trends affecting our business, and make strategic decisions, and expect the combined company to similarly evaluate these metrics. Disclaimer of Amentum Information: Certain information contained he rein, including the combined company's expected revenue, the percen tage of revenue derived from prime contracts, and the combined backlog and pipeline, is based in part on information provided by Amentum in connection with the proposed transaction. Jacobs has not independently verified this information. Information regarding Ament um's and CMS's future expectations of performance, including project ed Adj. EBITDA margin, and projected leverage ratios, are based on estimates and assumptions. There can be no assurance that these estimates and assumptions are correct, and you should not unduly rely upon them. Jacobs 2023#3Transaction Rationale ✓ Jacobs to spin-off and merge its CMS business with Amentum, creating a new independent, publicly- traded company ✓ Transaction perimeter includes Jacobs CMS segment plus the closely related Cyber and Intelligence unit ("C&I") from Divergent Solutions ("DVS") ✓ Culmination of a comprehensive review to determine highest value alternative for Jacobs' shareholders following inbound inquiries received after spin-off announcement of the CMS segment on May 9th - - Creates a scaled pure-play government services engineering and technology leader with an enhanced strategic and financial profile Drives higher growth by combining portfolios with complementary capabilities and client sets Benefits from $50-70M of expected net cost synergies - Preserves tax efficiency of a spin for Jacobs' shareholders 3 ✓ Transaction marks a critical milestone in Jacobs' strategic portfolio transformation to a more focused, higher margin portfolio aligned to critical infrastructure tailwinds ✓ Achieves objective of creating two independent companies after the separation, each positioned for greater success Jacobs 2023#4Combination Creates a Government Services Prime ~$13B FY23 Combined Revenue ~$50B Combined Backlog ~3.7x Combined Backlog Coverage Capabilities to solve the most complex challenges for clients across energy, space, cyber, and defense Stable base of long-term contracts with capabilities aligned with governments' highest priority growth areas Scale and expertise to win transformative opportunities Combined culture with shared values & technical focus with unwavering commitment to clients' missions ~$1.1B FY24E Combined Adj. EBITDA ~8% FY24E Combined Adj. EBITDA Margin Jacobs 2023#5Jacobs CMS + C&I Overview Company Overview ■ Mission critical support services to key defense, space, energy, commercial and intelligence customers ☐ Marquee contract positions include JETS II (NASA), COMET (NASA), IRES (MDA), Idaho Cleanup Project (DOE), Paducah (DOE) Recognized capabilities aligned to global priorities in the areas of national security, space, and nuclear energy, supplemented by expertise in future-oriented high tech areas Targeted capabilities in fast-growing cyber, intelligence, and ISR sectors across DOD and FedCiv clients ■ Business development driven by relationship-based sales approach and history of past performance, with a growth strategy focused on emerging technologies Summary Financials ~$5.5B 2023 Revenue ~8% 2023 Adj. EBITDA Margin +96% 2023 Free Cash Flow Conversion¹ Key Statistics $23B Current Backlog ~4.2x Backlog / Revenue (FY 2023A) 18k Employees >50% Employees with Clearance Separation Perimeter Business Units from DVS Sharing Strategic, Operational and Systems Fit with CMS Business Mix² End Market³ Segment $0.9B 2023 Revenue Business Units Energy, Security Advanced Intelligence RDT&E Telecom 3%9% and Technology Defense 35% 35% 7% 17% Space 29% 50% Energy & Env. Advanced Engineering, Research & Operations Cyber and Intelligence 85% 15% In Perimeter ☐ Cyber and Intelligence Solutions Most of Technology & Innovative Solutions 15% Stays w/ Jacobs BlackLynx StreetLight Data Other Platforms, Technologies and Software Solutions 1 Defined as (Adj. EBITDA - Capex) / Adj. EBITDA. 2 Based on FY23 Adj. EBITDA 3 As of 3/31/23. ☐ Rationale Includes segments serving federal / federal civilian customers with clear connectivity and synergies with CMS Ability to deliver C&I technical capabilities to CMS intelligence and defense community customers Value to key CMS customers including Air Force and Space Force - Ability to utilize CMS' sales organization and GWAC contracts to drive accelerated C&I - growth and access to larger contracts (i.e., IDIQ vehicles at CMS) Increased resource utilization of support functions through scale in government services Support P&PS customers and are predominately commercial contracts House technologies that are utilized in P&PS end-markets, including water and transportation Jacobs 2023#6Amentum Overview Company Overview ■ A leader in global engineering solutions, complex program management, and solutions integration trusted to modernize customers' most important missions Marquee contract positions include Hanford, Oak Ridge, Portsmouth, and Savannah River sites (DOE), Metro (classified), ITEAMS (INDOPACOM), J-TECH II (Air Force), AUTEC (Navy) Leading capabilities aligned to customer priorities in the areas of digital engineering, intelligence analytics & operations, counter-UAS, energy, environmental remediation, INDOPACOM, engineering modernization, and training & simulation ■ Tenured relationships with all major Federal customers, leading backlog and earnings visibility, broad customer and contract diversity, and best-in-class business development Headquartered in Chantilly, VA Summary Financials ~$7.9B 2023 Revenue Key Statistics 30 Single-Award Contracts >$1B $27B Current Backlog ~8% 2023 Adj. EBITDA Margin 3.4x +97% 2023 Free Cash Flow Conversion¹ Backlog / Revenue (FY 2023A) Employees with Clearance >50% Business Mix² Capability Areas Intelligence Customer Intel Army Energy & 11% Mission Solutions 10% 16% Other Environment Civilian 16% 17% 40% Science & 32% Contract Type T&M 11% Cost-Plus Air 15% Force 27% 10% Fixed 62% DoS 10% 14% 9% Navy Price DoE Other DoD Technology 6 1 Defined as (Adj. EBITDA - Capex) / Adj. EBITDA. 2 Mix based on FY23 Adj. EBITDA. ~48% Culture Highlights of employees identify as female or diverse >300 Programs received National Safety Council recognition in FY23 MILITARY RIEND גונן PATRIOT EMPLOYER 2023 TOP 10 GOLD EMPLOYER 2023 Military Friendly: #1 Employer 2022 Disabled American Veterans: Patriot Employer OJacobs 2023#7Compelling Strategic Fit Yields a Highly Differentiated Business 7 1 2 Jacobs CMS/C&I + 3 amentum > 4 5 Creates a scaled, highly diversified engineering and technology leader with capabilities and talent base to win the largest, most complex opportunities Opportunity to capitalize on combined backlog of ~$50B Complementary strengths aligned to the government's highest priority areas across environmental solutions, space exploration, engineering & modernization, intel analytics and defense modernization $50 - 70 million of highly visible expected net synergies, enhancing operational efficiencies and competitive positioning Compelling financial profile with leading backlog coverage, growth and margin upside and strong FCF to facilitate rapid deleveraging Jacobs 2023#8Complementary Capabilities to Serve Broad Customer Set Data Fusion & Analytics Complex Systems Integration |</> Rapid ISR & Cyber Solutions Specialized Engineering + Science 80 G R+D Testing and Evaluation NASA AGENCY GOOD 10 Engineering & Integration Intelligence & National Security Jacobs CMS/C&I amentum > + Health & Humanitarian Significant combined pipeline with <3% overlap EV Advanced Test & Training Defense Modernization Critical Mission Ops Strengthens and Expands Customer Base Jacobs CMS / C&I Ministry of Defence Nuclear NDA Decommissioning Authority Department for Business, Energy & Industrial Strategy Australian Government Department of Defence AT&T UNITED STATE ПDAA Ford amentum > EDERAL ADMIRATION HOMEL MELAND SECURITY PTED S MERK OJacobs 2023#9Enhanced Portfolio Aligned with Key Growth Areas Intelligence, Science and Technology Energy and Environmental Solutions Mission Solutions 2023E Combined Adj. EBITDA % of Total Business Highlights Notable Customers ~45% ■ A leading NASA services provider with comprehensive mission solutions ■ Premier integrator with programs supporting all 5 major Intelligence Community customers DARPA MISSILE DEFENSE DEPARTMENT AGENCY OF DEFENSE NASA ENCE CO ~30% ■ A global environmental remediation and nuclear energy leader for U.S. federal government and allied nations ■ Delivering solutions across the full span of the energy life cycle RIMENT OF DEPART TED STATES ENERGY ENVIRONME UNITED ~25% ■ A go-to partner for the U.S. Government on complex national security priorities ■ Global leader in platform sustainment, logistics, mission, and test and training systems UNITED STATES STATES UNITED STATES ☐ Capabilities aligned with customer priorities in data analytics, cyber, hypersonics, and autonomy Note: Not to be considered indicative of future performance post-separation. Based on FY23 Adj. EBITDA. OF AME ONMENTAL STATES PROTECTION ND AWE ■ At the forefront of next generation developments in hydrogen, fusion, and small modular reactor technology AIR FORCE UNITED ARMY STA MARINE CORPS ■ Strategically positioned in geographic areas with budget tailwinds (e.g., APAC) Key Budget Priority Areas OJacobs 2023#10Highly Visible Expected Synergies With Track Record of Realization Target Net Cost Synergies % of Revenue ~1-2% ~0.5% CMS/C&I + Amentum $50-70M Precedents Total Expected Net Cost Synergies ✓ $50 - 70M of expected net cost synergies to be achieved after close ✓ Both organizations have track record of effective synergy realization ✓ Amentum brings fully integrated support and infrastructure to be backbone of public company systems and accelerate synergy realization ✓ Additional upside from revenue synergies due to enhanced skill and capabilities High Confidence Based on Combined Track Record and Joint Synergy Planning 10 OJacobs 2023 Note: Precedent transactions include (i) CSC's North American Public Sector Business merging with SRA, (ii) Lockheed's IS&GS business merging with Leidos, and (iii) DXC Technology's U.S. Public Sector Business merging with Vencore and KeyPoint#11Combined Company Culture and Leadership Team Poised for Success 11 Purpose-driven cultures with unwavering commitment to supporting clients' missions Performance excellence, forward-thinking solutions, and dependable execution Uncompromising integrity to do things right Developing unmatched engineering and technology talent Longstanding commitment to diversity & inclusion with strong safety culture CMS/C&I + amentum > OJacobs 2023#12Combination Strengthens Public Company Profile Jacobs CMS/C&I amentum > Combined(1) 12 2023 Revenue ~$5.5B ~$8B ~$13B A leading pure-play government services company ~8.3% Including RR Expected Net Cost Synergies ~$50B ~3.7x % 2023 Adj. EBITDA Margin 7.7% 7.9% Backlog / ~$23B ~$27B 2023 Rev. Coverage ~4.2x ~3.4x Top 10 Contract ~45% ~30% ~25% Concentration % Employees Cleared ✓ >50% >50% >50% Best-in-class earnings visibility Enhanced customer and contract vehicle access enables accelerated growth Very limited contract overlap Largest contract <5% of Adj. EBITDA Highly specialized, majority cleared workforce % of Revenue With Prime Role ~82% ~88% >85% 1 Not to be considered indicative of future performance post-separation. OJacobs 2023#13Leading Scale, Visibility & FCF Generation Relative to Public Peers 2023 Reported Combined $15B ~$13B $10B $8B $7B $7B $5B Revenue leidos CMS/C&I+ Amentum Booz Allen Hamilton SAIC CACI KBR PARSONS EVER VIGILANT 2023 Reported 7% ~5% 14% 2% 10% (8%) 25% Revenue Growth Backlog Coverage 2.5x ~3.7x 3.5x 2.9x 3.8x 3.2x 1.7x FCF Conversion¹ 89% ~97% 93% 96% 91% 87% 90% 2023 Adj. EBITDA Margin 10.6% 8.3% 10.7% 9.2% 10.7% 10.5% 7.9% EV / FY24 Adj. EBITDA 11.2x 16.5x 12.0x 11.4x 10.5x 16.5x 13 Source: FactSet as of November 17, 2023. Note: Peer financials shown on fiscal year ending September 30. Combined metrics include $60M synergies. SAIC 2023 metrics reflect last twelve months as of August 4, 2023. Parsons EBITDA is adjusted to include stock-based compensation expense. 1FCF reflects Adj. EBITDA less CapEx. Conversion defined as % of Adj. EBITDA. OJacobs 2023#14Transaction Summary ▪ Reverse Morris Trust that is intended to be tax-free to shareholders for U.S. federal income tax purposes Jacobs and Jacobs shareholders to own up to 63% of combined company 14 Transaction Structure - Jacobs shareholders: 51% - ◉ Jacobs company retained stake: 7.5% - 12% based on achievement of operating profit targets prior to close $1.0B cash dividend to Jacobs at closing Management and Governance Timing ■ Combined FY24 Adj. EBITDA of approximately $1.1B including $50-70M of expected net cost synergies ■ Additional value to Jacobs through disposition of retained stake in combined company ■ ~$4.2B of expected net debt at close, implying ~3.8x net leverage at close with clear path to deleveraging below 3.0x ■ Steve Demetriou will serve as Executive Chair of the combined company ■ John Heller (current CEO of Amentum) will serve as CEO of the combined company ■ Dr. Steve Arnette (EVP and President of CMS) will serve as COO of the combined company ■ Board initially split 50/50 between Jacobs and Amentum nominees including John Heller ■ Additional members of the combined company's senior management team will be drawn from both companies ◉ Transaction expected to close in second half of FY2024 Closing will be subject to regulatory approvals and other customary closing conditions Post-closing, combined company will be publicly traded Jacobs 2023#15Highly Strategic Combination Maximizes Value for all Stakeholders Clients Employees Shareholders 15 M ■ Exceptional track record of providing innovative solutions on the largest, most complex programs Deep understanding of client missions and priorities Improved cost structure and capability set provides a more comprehensive solution and value proposition Allows for greater investment in next-generation technologies and solutions Combined leadership team with deep industry experience Talented workforce with strong cultural alignment and shared values Expanded professional growth and development opportunities Continued commitment to performance excellence, inclusion and diversity, and safety Participation in leading pure-play government services company with differentiated scale, revenue visibility, and free cash flow generation Complementary capabilities and client sets yield large growth opportunity Significant value creation from readily achievable expected synergies Intended to be a tax-efficient transaction for Jacobs' shareholders; $1.0B cash dividend at closing Jacobs 2023

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