Press Release Aug 3, 2021

Jacobs Reports Fiscal Third Quarter Earnings

Increasing Full-Year Fiscal 2021 Outlook; Reflecting Continued Strong Year-to Date Results PA Consulting Q3 Revenue Up 36% Year-Over-Year; Increasing FY21 Expected Accretion Strong Cash Flow to Further Enable Value-Creating Capital Deployment

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Launched "Reimagined Perspectives" Thought Leadership to Drive ESG Solutions

Wins Strategic Counterintelligence Analytics Contract with Army INSCOM

DALLAS, Aug. 3, 2021 /PRNewswire/ -- Jacobs Engineering Group Inc. (NYSE: J) today announced its financial results for the fiscal third quarter ended July 2, 2021.

Q3 2021 Highlights:

  • Revenue of $3.6 billion1 grew 9.7% year-over-year and net revenue up 10.6% year-over-year
  • EPS from continuing operations of $0.82, impacted by $(0.44) related to an updated non-cash valuation allocation between PA Consulting preferred and common shares, with no impact to the original consideration2
  • Adjusted EPS from continuing operations of $1.64
  • Backlog increased $1.8 billion to $25.4 billion, up 7% year-over-year
  • Cash flow from operations of $173 million; expecting to exceed FY21 cash conversion target
  • Increases fiscal 2021 adjusted EBITDA and adjusted EPS outlook3

Jacobs' Chair and CEO Steve Demetriou commented, "We believe we are entering an attractive growth period for Jacobs, driven by strong global trends in infrastructure modernization, energy transition, national security and a potential super-cycle in global supply chain investments. We see these opportunities leading to an increasing and robust sales pipeline developing in FY22 and into FY23." Demetriou continued, "We are confident that our strong culture, deep domain knowledge and investments in the latest enabled solutions have positioned us as the leader in helping our clients solve these complex global challenges."

Jacobs' President and CFO Kevin Berryman added, "Our people continue to execute against our strategic and financial goals, leading to another quarter of strong results across our lines of business with PA Consulting continuing to outperform our initial expectations. Cash flow from operations was robust as we maintained our focus on efficient use of working capital. This disciplined execution throughout the fiscal year has again resulted in our ability to raise our full-year outlook. Looking into fiscal 2022 we are well-positioned to achieve double-digit adjusted EBITDA growth3, driven by our alignment to long-term secular trends."

Financial Outlook

The company now expects fiscal 2021 adjusted EBITDA of $1,210 million to $1,275 million and adjusted EPS of $6.15 to $6.35 from its previous outlook of adjusted EBITDA of $1,200 million to $1,270 million and adjusted EPS of $6.00 to $6.30.3

The company is also increasing the expected adjusted EPS net accretion from PA Consulting to $0.35 to $0.37 from $0.32 to $0.34; net of 35% non-controlling interest and incremental interest costs required to fund the company's investment consideration.3

2 PA Consulting

The company closed its strategic investment in PA Consulting on March 2, 2021.  Per U.S. GAAP, $267 million (pre-tax and before non-controlling interest portion) of the estimated aggregate consideration for PA Consulting was required to be treated as post-completion compensation expense in the second fiscal quarter 2021 given retention related requirements applicable to the distribution of such funds to PA Consulting employees. This $267 million impact relative to the announced investment consideration was reflected in Q2 GAAP SG&A and excluded from adjusted results. The total consideration for PA Consulting remained consistent at 1.4 billion pounds.

Of the total price consideration, $261 million in final consideration amounts (net of forfeitures during the quarter) has been reflected in fiscal third quarter cash flows from operations as the net payment given the compensation accounting treatment noted above.

Additionally, the fiscal third quarter earnings per share reflect $(57.3) million or $(0.44) related to an updated non-cash valuation allocation between PA Consulting preferred and common shares, with no impact to the original consideration.

See quarterly report on Form 10-Q for discussion of accounting implications of the PA Consulting transaction.

1Reflects continuing operations as reported in accordance with GAAP.

3Reconciliation of the adjusted EPS outlook and adjusted EBITDA outlook for the full fiscal 2021 year and fiscal 2022 to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict with sufficient certainty all the components required to provide such reconciliation, including with respect to the costs and charges relating to transaction expenses, restructuring and integration to be incurred in fiscal 2021 and 2022.



Third Quarter Review

 

 

Fiscal Q3 2021

Fiscal Q3 2020

Change

Revenue

$3.6 billion

$3.3 billion

$0.3 billion

Net Revenue

$3.0 billion

$2.7 billion

$0.3 billion

GAAP Net Earnings from Continuing Operations

$165 million

$227 million

($62 million)

GAAP Earnings Per Diluted Share (EPS) from Continuing

Operations

$0.82

$1.73

($0.91)

Adjusted Net Earnings from Continuing Operations

$216 million

$165 million

$51 million

Adjusted EPS from Continuing Operations

$1.64

$1.26

$0.38

The company's adjusted net earnings from continuing operations and adjusted EPS from continuing operations for the third quarter of fiscal 2021 and fiscal 2020 exclude the adjustments set forth in the table below. For additional information regarding these adjustments and a reconciliation of adjusted net earnings and adjusted EPS to net earnings and EPS, respectively, as well as a reconciliation of net revenue to revenue, refer to the section entitled "Non-GAAP Financial Measures" at the end of this release.

 

Fiscal Q3 2021

Fiscal Q3 2020

GAAP Net Earnings from Continuing Operations and Diluted Earnings Per Share

(EPS)

$165 million ($0.82 per

share)

$227 million ($1.73 per

share)

An adjustment to add back after-tax restructuring, transaction costs and other

charges ($7.6 million and $20.5 million for the fiscal 2021 and 2020 periods,

respectively before income taxes). Also includes $(57.3) million, or $(0.44) per

share, in EPS numerator adjustments relating to PA preference shares redemption

value, which does not affect net earnings.

$4 million ($0.47 per

share)

$14 million ($0.11 per

share)

Other adjustments are comprised mainly of:

 (a) add-back of amortization of intangible assets of $49.6 million and $23.1 million

in the 2021 and 2020 periods, respectively,

 (b) the reclassification of revenues under the Company's Transition Services

Agreement (TSA) with Worley of $1.0 million in fiscal 2020,

 (c) the removal of $38.7 million and $123.1 million in fair value adjustments

related to our investment in Worley stock and certain foreign currency revaluations

relating to the ECR sale in the 2021 and 2020 periods, respectively,

(d) the removal of the fair value adjustment for the Company's investment in C3.ai,

Inc. ("C3") of $1.0 million in the 2021 period,

 (e) the removal of $30.8 million in additional income tax expense attributable to

tax rate increases in the UK during in 2021,

(f) associated noncontrolling interest impacts for the above adjustment items and

 (g) income tax expense adjustments for the above pre-tax adjustment items.

$46 million ($0.35 per

share)

$(76) million ($(0.58)

per share)

Adjusted Net Earnings from Continuing Operations and Adjusted EPS from

Continuing Operations

$216 million ($1.64 per

share)

$165 million ($1.26 per

share)

(note: earnings per share amounts may not add due to rounding)

The Company's U.S. GAAP effective tax rate for continuing operations is 38.5% for the fiscal third quarter 2021 and includes a $30.8 million impact from an increase in UK statutory income tax rates during the period. Fiscal third quarter 2021 adjusted earnings per share from continuing operations reflects a 20% adjusted effective tax rate to adjust for a change in the company's estimated annual adjusted effective tax rate to 22.5% from 23.8%. The change in estimated tax rate resulted in an 8 cents per share tax benefit during the third quarter.

Jacobs is hosting a conference call at 10:00 A.M. ET on Tuesday August 3, 2021, which it is webcasting live at www.jacobs.com.

About Jacobs



At Jacobs, we're challenging today to reinvent tomorrow by solving the world's most critical problems for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery and cutting-edge manufacturing, turning abstract ideas into realities that transform the world for good. With $14 billion in annual revenue and a talent force of approximately 55,000, Jacobs provides a full spectrum of professional services including consulting, technical, scientific and project delivery for the government and private sectors. Visit jacobs.com and connect with Jacobs on LinkedInTwitterFacebook and Instagram.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Statements made in this press release that are not based on historical fact are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding our expectations as to our future growth, prospects, financial outlook and business strategy for fiscal 2021 or future fiscal years and statements regarding our expectations as to accretion from our PA Consulting investment and the anticipated benefits of that strategic investment, which are based, in part, on estimates and assumptions regarding the potential continued effects of the COVID-19 pandemic on our business, financial condition and results of operations. Although such statements are based on management's current estimates and expectations, and 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 the magnitude, timing, duration and ultimate impact of the COVID-19 pandemic, including the emergence and spread of variants of COVID-19, and any resulting economic downturn on our results, prospects and opportunities, the timeline for easing or removing "shelter-in-place", "stay-at-home", social distancing, travel restrictions and similar orders, measures or restrictions imposed by governments and health officials in response to the pandemic, or if such orders, measures or restrictions are re-imposed after being lifted or eased, including as a result of increases in cases of COVID-19; the development, effectiveness and distribution of vaccines or treatments for COVID-19; the timing and scope of any government stimulus programs enacted in response to the impacts of the COVID-19 pandemic, including, but not limited to, any proposed infrastructure-related stimulus programs; and the impact of such matters includes, but is not limited to, the possible reduction in demand for certain of our services and the delay or abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or to governmental budget constraints or changes to governmental budgetary priorities; the inability of our clients to meet their payment obligations in a timely manner or at all; potential issues and risks related to a significant portion of our employees working remotely; illness, travel restrictions and other workforce disruptions that could negatively affect our supply chain and our ability to timely and satisfactorily complete our clients' projects; difficulties associated with hiring additional employees or replacing any furloughed employees; increased volatility in the capital markets that may affect our ability to access sources of liquidity on acceptable pricing or borrowing terms or at all; and the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of the COVID-19 pandemic on their economies and workforces and our operations therein. 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 October 2, 2020, 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, and our Quarterly Report on Form 10-Q for the quarter ended July 2, 2021, and in particular the discussions contained under Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations; Part II, Item 1 - Legal Proceedings; and Part II, Item 1A - Risk Factors, as well as the Company's other filings with the Securities and Exchange Commission. The Company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.

 

Financial Highlights:

 

Results of Operations (in thousands, except per-share data):

 
 

For the Three Months Ended

 

For the Nine Months Ended

Unaudited

July 2, 2021

 

June 26, 2020

 

July 2, 2021

 

June 26, 2020

Revenues

$

3,576,436

   

$

3,260,057

   

$

10,506,144

   

$

10,047,286

 

Direct cost of contracts

(2,759,501)

   

(2,631,031)

   

(8,290,137)

   

(8,125,554)

 

Gross profit

816,935

   

629,026

   

2,216,007

   

1,921,732

 

Selling, general and administrative expenses

(553,189)

   

(434,650)

   

(1,779,435)

   

(1,408,232)

 

Operating Profit

263,746

   

194,376

   

436,572

   

513,500

 

Other Income (Expense):

             

Interest income

1,001

   

1,249

   

2,733

   

3,180

 

Interest expense

(20,011)

   

(18,193)

   

(52,788)

   

(48,163)

 

Miscellaneous income (expense), net

38,658

   

126,249

   

138,705

   

(87,470)

 

Total other income (expense), net

19,648

   

109,305

   

88,650

   

(132,453)

 

Earnings from Continuing Operations Before Taxes

283,394

   

303,681

   

525,222

   

381,047

 

Income Tax Expense from Continuing Operations

(109,186)

   

(67,674)

   

(175,437)

   

(75,041)

 

Net Earnings of the Group from Continuing Operations

174,208

   

236,007

   

349,785

   

306,006

 

Net Earnings of the Group from Discontinued Operations

384

   

18,043

   

11,690

   

125,511

 

Net Earnings of the Group

174,592

   

254,050

   

361,475

   

431,517

 

Net Earnings Attributable to Noncontrolling Interests

from Continuing Operations

(9,182)

   

(9,121)

   

(29,366)

   

(21,662)

 

Net Loss Attributable to Redeemable Noncontrolling

interests

384

   

   

101,776

   

 

Net Earnings Attributable to Jacobs from Continuing

Operations

165,410

   

226,886

   

422,195

   

284,344

 

Net Earnings Attributable to Jacobs

$

165,794

   

$

244,929

   

$

433,885

   

$

409,855

 

Net Earnings Per Share:

             

Basic Net Earnings from Continuing Operations Per

Share

$

0.83

   

$

1.74

   

$

2.80

   

$

2.15

 

Basic Net Earnings from Discontinued Operations Per

Share

$

   

$

0.14

   

$

0.09

   

$

0.95

 

Basic Earnings Per Share

$

0.83

   

$

1.88

   

$

2.89

   

$

3.11

 
               

Diluted Net Earnings from Continuing Operations Per

Share

$

0.82

   

$

1.73

   

$

2.78

   

$

2.13

 

Diluted Net Earnings from Discontinued Operations

Per Share

$

   

$

0.14

   

$

0.09

   

$

0.94

 

Diluted Earnings Per Share

$

0.83

   

$

1.87

   

$

2.87

   

$

3.08

 
               

 

 

Segment Information (in thousands):

 
 

Three Months Ended

 

Nine Months Ended

Unaudited

July 2, 2021

 

June 26, 2020

 

July 2, 2021

 

June 26, 2020

Revenues from External Customers:

             

Critical Mission Solutions

$

1,218,089

   

$

1,211,143

   

$

3,822,949

   

$

3,636,978

 

People & Places Solutions

2,102,550

   

2,048,914

   

6,329,088

   

6,410,308

 

Pass Through Revenue

(612,045)

   

(578,717)

   

(1,837,350)

   

(1,921,863)

 

People & Places Solutions Net Revenue

$

1,490,505

   

$

1,470,197

   

$

4,491,738

   

$

4,488,445

 

PA Consulting

$

255,797

   

$

   

$

354,107

   

$

 

Total Revenue

$

3,576,436

   

$

3,260,057

   

$

10,506,144

   

$

10,047,286

 

Net Revenue

$

2,964,391

   

$

2,681,340

   

$

8,668,794

   

$

8,125,423

 
 
 

Three Months Ended

 

Nine Months Ended

 

July 2, 2021

 

June 26, 2020

 

July 2, 2021

 

June 26, 2020

Segment Operating Profit:

             

Critical Mission Solutions

$

108,131

   

$

89,608

   

$

332,133

   

$

264,323

 

People & Places Solutions

205,324

   

190,453

   

603,654

   

557,864

 

PA Consulting

56,791

   

   

84,708

   

 

Total Segment Operating Profit

370,246

   

280,061

   

1,020,495

   

822,187

 

Other Corporate Expenses (1)

(104,532)

   

(65,213)

   

(238,198)

   

(193,148)

 

Restructuring, Transaction and Other Charges (2)

(1,968)

   

(20,472)

   

(345,725)

   

(115,539)

 

Total U.S. GAAP Operating Profit

263,746

   

194,376

   

436,572

   

513,500

 

Total Other Income (Expense), net (3)

19,648

   

109,305

   

88,650

   

(132,453)

 

Earnings from Continuing Operations Before Taxes

$

283,394

   

$

303,681

   

$

525,222

   

$

381,047

 
   

(1)

Other corporate expenses also include intangibles amortization of $49.6 million and $23.1 million for the three months ended July 2, 2021 and June 26, 2020, respectively, and $103.3 million and $67.1 million for the nine months ended July 2, 2021 and June 26, 2020, respectively.

(2)

Included in the three and nine months ended July 2, 2021 are $(2.8) million and $297.4 million, respectively, of costs incurred in connection with the investment in PA Consulting, in part classified as compensation costs.

(3)

The three and nine months ended July 2, 2021 include $38.7 million and $102.2 million, respectively, in fair value adjustments related to our investment in Worley stock (net of Worley stock dividend) and certain foreign currency revaluations relating to the ECR sale, $1.0 million and $49.6 million, respectively, in fair value adjustments related to our investment in C3 stock. The nine months ended July 2, 2021 also includes $(38.9) million related to impairment of our AWE Management Ltd. investment. The three and nine months ended June 26, 2020 include revenues under the Company's TSA with Worley of $1.0 million and $15.2 million, respectively, and $123.1 million and $(119.0) million, respectively, in fair value adjustments related to our investment in Worley stock (net of Worley stock dividend) and certain foreign currency revaluations relating to the ECR sale.

 

 

Balance Sheet (in thousands):

 

Unaudited

July 2, 2021

 

October 2, 2020

ASSETS

     

Current Assets:

     

Cash and cash equivalents

$

966,146

   

$

862,424

 

Receivables and contract assets

3,188,950

   

3,167,310

 

Prepaid expenses and other

137,072

   

162,355

 

Investment in equity securities

450,113

   

347,510

 

Total current assets

4,742,281

   

4,539,599

 

Property, Equipment and Improvements, net

355,252

   

319,371

 

Other Noncurrent Assets:

     

Goodwill

7,232,270

   

5,639,091

 

Intangibles, net

1,635,221

   

658,340

 

Deferred income tax assets

178,901

   

211,047

 

Operating lease right-of-use assets

671,867

   

576,915

 

Miscellaneous

393,492

   

409,990

 

Total other noncurrent assets

10,111,751

   

7,495,383

 
 

$

15,209,284

   

$

12,354,353

 

LIABILITIES AND STOCKHOLDERS' EQUITY

     

Current Liabilities:

     

Short-term debt

$

53,813

   

$

 

Accounts payable

923,265

   

1,061,754

 

Accrued liabilities

1,525,987

   

1,249,883

 

Operating lease liability

174,698

   

164,312

 

Contract liabilities

565,457

   

465,648

 

Total current liabilities

3,243,220

   

2,941,597

 

Long-term Debt

3,067,745

   

1,676,941

 

Liabilities relating to defined benefit pension and retirement plans

537,240

   

568,176

 

Deferred income tax liabilities

204,262

   

3,366

 

Long-term operating lease liability

792,602

   

735,202

 

Other deferred liabilities

576,423

   

573,404

 

Commitments and Contingencies

     

Redeemable Noncontrolling interests

601,175

   

 

Stockholders' Equity:

     

Capital stock:

     

Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding -

none

   

 

Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding -

130,293,392 shares and 129,747,783 shares as of July 2, 2021 and October 2, 2020,

respectively

130,293

   

129,748

 

Additional paid-in capital

2,646,851

   

2,598,446

 

Retained earnings

4,246,173

   

4,020,575

 

Accumulated other comprehensive loss

(870,411)

   

(933,057)

 

Total Jacobs stockholders' equity

6,152,906

   

5,815,712

 

Noncontrolling interests

33,711

   

39,955

 

Total Group stockholders' equity

6,186,617

   

5,855,667

 
 

$

15,209,284

   

$

12,354,353

 

 

Statement of Cash Flow (in thousands):

 
 

For the Three Months Ended

 

For the Nine Months Ended

Unaudited

July 2, 2021

 

June 26, 2020

 

July 2, 2021

 

June 26, 2020

Cash Flows from Operating Activities:

             

Net earnings attributable to the Group

$

174,592

   

$

254,050

   

$

361,475

   

$

431,517

 

Adjustments to reconcile net earnings to net cash flows provided by operations:

             

Depreciation and amortization:

             

Property, equipment and improvements

26,405

   

22,276

   

74,484

   

66,994

 

Intangible assets

49,555

   

23,135

   

103,308

   

67,074

 

Gain on sale of ECR business

   

(31,456)

   

(15,608)

   

(113,366)

 

(Gain) loss on investment in equity securities

(37,702)

   

(131,350)

   

(152,145)

   

138,875

 

Stock based compensation

14,542

   

12,373

   

41,519

   

36,208

 

Equity in earnings of operating ventures, net of return on capital distributions

(3,092)

   

(1,924)

   

3,261

   

(1,689)

 

Loss (gain) on disposals of assets, net

396

   

(54)

   

749

   

(301)

 

Impairment of equity method investment and other long term assets

6,941

   

   

40,138

   

 

Loss on pension and retiree medical plan changes

   

   

   

2,651

 

Deferred income taxes

(2,644)

   

(10,967)

   

38,419

   

62,473

 

Changes in assets and liabilities, excluding the effects of businesses acquired:

             

Receivables and contract assets, net of contract liabilities

158,450

   

78,070

   

231,992

   

(135,615)

 

Prepaid expenses and other current assets

32,681

   

28,679

   

47,202

   

19,902

 

Miscellaneous other assets

31,510

   

9,094

   

107,911

   

77,524

 

Accounts payable

2,014

   

37,585

   

(150,736)

   

(115,080)

 

Accrued liabilities

(257,970)

   

(25,296)

   

(158,772)

   

(78,863)

 

 Other deferred liabilities

(22,495)

   

97,082

   

(44,985)

   

(56,426)

 

      Other, net

158

   

(1,789)

   

(4,639)

   

(27,402)

 

          Net cash provided by operating activities

173,341

   

359,508

   

523,573

   

374,476

 

Cash Flows from Investing Activities:

             

Additions to property and equipment

(20,617)

   

(27,484)

   

(65,670)

   

(88,821)

 

Disposals of property and equipment and other assets

41

   

58

   

468

   

96

 

Capital contributions to equity investees, net of return of capital distributions

   

   

(4,193)

   

(12,358)

 

Acquisitions of businesses, net of cash acquired

   

   

(1,741,062)

   

(286,534)

 

Disposal of investment in equity securities

38,994

   

   

52,021

   

 

Proceeds (payments) related to sales of businesses

   

   

36,360

   

(5,061)

 

          Net cash provided by (used for) investing activities

18,418

   

(27,426)

   

(1,722,076)

   

(392,678)

 

Cash Flows from Financing Activities:

             

Net (repayments) proceeds from borrowings

(358,503)

   

(954,863)

   

1,423,854

   

756,508

 

Debt issuance costs

(50)

   

   

(2,747)

   

(1,807)

 

Proceeds from issuances of common stock

11,130

   

9,873

   

29,715

   

28,793

 

Common stock repurchases

   

   

(24,949)

   

(285,822)

 

Taxes paid on vested restricted stock

(154)

   

(2,913)

   

(25,796)

   

(27,655)

 

Cash dividends, including to noncontrolling interests

(38,004)

   

(33,991)

   

(119,884)

   

(97,521)

 

            Net cash (used for) provided by financing activities

(385,581)

   

(981,894)

   

1,280,193

   

372,496

 

Effect of Exchange Rate Changes

5,699

   

18,743

   

34,617

   

39,448

 

Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash

(188,123)

   

(631,069)

   

116,307

   

393,742

 

Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period

1,166,854

   

1,655,879

   

862,424

   

631,068

 

Cash and Cash Equivalents, including Restricted Cash, at the End of the Period

$

978,731

   

$

1,024,810

   

$

978,731

   

$

1,024,810

 



 

 

Backlog (in millions):

 
 

July 2, 2021

 

June 26, 2020

Critical Mission Solutions

$

9,565

   

$

9,066

 

People & Places Solutions

15,557

   

14,608

 

PA Consulting

314

   

 

            Total

$

25,436

   

$

23,674

 

Non-GAAP Financial Measures:

In this press release, the Company has included certain non-GAAP financial measures as defined in Regulation G promulgated under the Securities Exchange Act of 1934, as amended. The non-GAAP financial measures included in this press release are net revenue, adjusted net earnings from continuing operations, adjusted EPS from continuing operations, adjusted EBITDA outlook, adjusted EPS accretion outlook and adjusted effective tax rate.

Net revenue is calculated excluding pass-through revenue of the Company's People & Places Solutions segment from the Company's revenue from continuing operations. Adjusted net earnings from continuing operations and adjusted EPS from continuing operations are calculated by (i) excluding the costs related to our 2015 restructuring activities, which included involuntary terminations, the abandonment of certain leased offices, combining operational organizations and the co-location of employees into other existing offices; and charges associated with our Europe, U.K. and Middle East region, which included write-offs on contract accounts receivable and charges for statutory redundancy and severance costs; (ii) excluding costs and other charges associated with restructuring activities implemented in connection with the acquisitions of The KeyW Holding Corporation ("KeyW"), CH2M, John Wood Group nuclear business and Buffalo Group, and the strategic investment in PA Consulting, the sale of the ECR business and other related cost reduction initiatives, which included involuntary terminations, costs associated with co-locating Jacobs, KeyW and CH2M offices, separating physical locations of ECR and continuing operations, professional services and personnel costs, costs and charges associated with the divestiture of joint venture interests to resolve potential conflicts arising from the CH2M acquisition, expenses relating to certain commitments and contingencies relating to discontinued operations of the CH2M business, charges associated with certain operations in India, which included write-offs on contract accounts receivable and other accruals, and similar costs and expenses; (iii) excluding the costs and other charges associated with our Focus 2023 transformation initiatives commenced in the fourth quarter of fiscal 2020, which included costs and charges associated with the re-scaling and repurposing of physical office space, voluntary employee separations, contractual termination fees and related expenses (the amounts referred in (i), (ii) and (iii) are collectively referred to as the "Restructuring and other charges"); (iv) excluding transaction costs and other charges incurred in connection with closing of the KeyW, CH2M, John Wood Group nuclear business and Buffalo Group acquisitions and the strategic investment in PA Consulting, including advisor fees, change in control payments, costs and expenses relating to the registration and listing of Jacobs stock issued in connection with the CH2M acquisition, certain consideration amounts for PA Consulting that were required to be treated as post-completion compensation expense given retention related requirements applicable to the distribution of such funds to PA Consulting employees, and impacts resulting from the non-cash purchase accounting adjustment related to the investment in PA Consulting to reflect a change in the preliminary purchase price allocation for the redeemable non-controlling interests , the impact of the third quarter adjustment to the estimated future payout of contingent consideration to the sellers in the Buffalo Group acquisition, and similar transaction costs and expenses (collectively referred to as "transaction costs"); (v) adding back amortization of intangible assets; (vi) the reclassification of revenue under the Company's transition services agreement (TSA) with Worley included in other income for U.S. GAAP reporting purposes to SG&A and the exclusion of remaining unreimbursed costs associated with the TSA; (vii) the removal of fair value adjustments and dividend income related to the Company's investments in Worley and C3 stock and certain foreign currency revaluations relating to ECR sale proceeds; (viii) excluding charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform and tax rate increases in the United Kingdom during fiscal 2021; (ix) charges associated with the impairment of our investment in AWE; (x) certain non-routine income tax adjustments for the purposes of calculating the  Company's annual non-GAAP effective tax rate to facilitate a more meaningful evaluation of the Company's current operating performance and comparisons to the Company's operating performance in other periods and (xi) other income tax adjustments associated with the pre-tax income adjustments above. Adjustments to derive adjusted net earnings from continuing operations and adjusted EPS from continuing operations are calculated on an after-tax basis.

For fiscal 2021 outlook, the Company calculated adjusted EBITDA by adding income tax expense, depreciation expense and interest expense, and deducting interest income from adjusted net earnings from continuing operations.

We believe that net revenue, adjusted net earnings from continuing operations, adjusted EPS from continuing operations, adjusted EBITDA and adjusted effective tax rate are useful to management, investors and other users of our financial information in evaluating the Company's operating results and understanding the Company's operating trends by excluding or adding back the effects of the items described above and below, the inclusion or exclusion of which can obscure underlying trends. Additionally, management uses such measures in its own evaluation of the Company's performance, particularly when comparing performance to past periods, and believes these measures are useful for investors because they facilitate a comparison of our financial results from period to period.

The Company provides non-GAAP measures to supplement U.S. GAAP measures, as they provide additional insight into the Company's financial results. However, non-GAAP measures have limitations as analytical tools and should not be considered in isolation and are not in accordance with, or a substitute for, U.S. GAAP measures. In addition, other companies may define non-GAAP measures differently, which limits the ability of investors to compare non-GAAP measures of the Company to those used by our peer companies.

The following tables reconcile the components and values of U.S. GAAP net earnings from continuing operations and EPS from continuing operations to the corresponding "adjusted" amounts and revenue from continuing operations to net revenue. For the comparable periods presented below, such adjustments consist of amounts incurred in connection with the items described above. Amounts are shown in thousands, except for per-share data. Reconciliation of the adjusted EPS and adjusted EBITDA outlook and adjusted EPS accretion outlook for fiscal 2021 and 2020  to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict with sufficient certainty all the components required to provide such reconciliation (note: earnings per share amounts may not add across due to rounding).

U.S. GAAP Reconciliation for the third quarter of fiscal 2021 and 2020

 
 

Three Months Ended

 

July 2, 2021

Unaudited

U.S. GAAP

 

Effects of

Restructuring,

Transaction

and Other

Charges (1)

 

Other

Adjustments

(2)

 

Adjusted

Revenues

$

3,576,436

 

$

 

$

 

$

3,576,436

Pass through revenue

 

 

(612,045)

 

(612,045)

Net revenue

3,576,436

 

 

(612,045)

 

2,964,391

Direct cost of contracts

(2,759,501)

 

(3)

 

612,045

 

(2,147,459)

Gross profit

816,935

 

(3)

 

 

816,932

Selling, general and administrative expenses

(553,189)

 

1,971

 

49,555

 

(501,663)

Operating Profit

263,746

 

1,968

 

49,555

 

315,269

Total other income (expense), net

19,648

 

5,674

 

(39,693)

 

(14,371)

Earnings from Continuing Operations Before Taxes

283,394

 

7,642

 

9,862

 

300,898

Income Tax Expense from Continuing Operations

(109,186)

 

(7,287)

 

56,107

 

(60,366)

Net Earnings of the Group from Continuing Operations

174,208

 

355

 

65,969

 

240,532

Net Earnings Attributable to Noncontrolling Interests from

Continuing Operations

(9,182)

 

 

 

(9,182)

Net Loss Attributable to Redeemable Noncontrolling interests

384

 

3,553

 

(19,614)

 

(15,677)

Net Earnings Attributable to Jacobs from Continuing Operations

165,410

 

3,908

 

46,355

 

215,673

Net Earnings Attributable to Discontinued Operations

384

 

 

 

384

Net Earnings attributable to Jacobs

$

165,794

 

$

3,908

 

$

46,355

 

$

216,057

Preferred Redeemable Noncontrolling interests redemption

value adjustment

(57,307)

 

57,307

 

 

Net earnings from continuing operations

allocated to common stock for EPS calculation

$

108,103

 

$

61,215

 

$

46,355

 

$

215,673

Diluted Net Earnings from Continuing Operations Per Share

$

0.82

 

$

0.47

 

$

0.35

 

$

1.64

Diluted Net Earnings from Discontinued Operations Per

Share

$

 

$

 

$

 

$

Diluted Earnings Per Share

$

0.83

 

$

0.47

 

$

0.35

 

$

1.64

Operating profit margin

7.4 %

         

10.6 %

                           

(1) Includes charges associated with various restructuring, transaction and other related activity costs associated with Company transformation and acquisition related programs. Also includes $(57.3) million or $(0.44) per share in EPS numerator adjustments relating to the PA preference shares redemption value, which does not affect net earnings.

   

(2) Includes mainly (a) the removal of pass through revenues and costs for the People & Places Solutions line of business for the calculation of operating profit margin as a percentage of net revenue of $612.0 million, (b) the removal of amortization of intangible assets of $49.6 million, (c) the removal of $38.7 million in fair value adjustments related to our investment in Worley stock and certain foreign currency revaluations relating to the ECR sale, (d) the removal of the fair value adjustment of the Company's investment in C3 of $1.0 million, (e) the exclusion of impacts on the Company's effective tax rates associated with revised estimates on US taxation of certain foreign earnings, certain tax return filing adjustments and the removal of $30.8 million in additional income tax expense attributable to tax rate increases in the UK during in 2021, (f) associated noncontrolling interest impacts for the above adjustment items and (g) income tax expense adjustments for the above pre-tax adjustment items.

 

 

Three Months Ended

 

June 26, 2020

Unaudited

U.S. GAAP

 

Effects of

Restructuring,

Transaction

and Other

Charges

 

Other

Adjustments (1)

 

Adjusted

Revenues

$

3,260,057

 

$

 

$

   

$

3,260,057

Pass through revenue

 

 

(578,717)

   

(578,717)

Net revenue

3,260,057

 

 

(578,717)

   

2,681,340

Direct cost of contracts

(2,631,031)

 

1,841

 

578,717

   

(2,050,473)

Gross profit

629,026

 

1,841

 

   

630,867

Selling, general and administrative expenses

(434,650)

 

18,631

 

24,083

   

(391,936)

Operating Profit

194,376

 

20,472

 

24,083

   

238,931

Total other income (expense), net

109,305

 

 

(123,971)

   

(14,666)

Earnings from Continuing Operations Before Taxes

303,681

 

20,472

 

(99,888)

   

224,265

Income Tax Expense from Continuing Operations

(67,674)

 

(6,351)

 

24,125

   

(49,900)

Net Earnings of the Group from Continuing Operations

236,007

 

14,121

 

(75,763)

   

174,365

Net Earnings Attributable to Noncontrolling Interests from

Continuing Operations

(9,121)

 

 

   

(9,121)

Net Earnings from Continuing Operations attributable to Jacobs

226,886

 

14,121

 

(75,763)

   

165,244

Net Earnings Attributable to Discontinued Operations

18,043

 

 

   

18,043

Net Earnings attributable to Jacobs

$

244,929

 

$

14,121

 

$

(75,763)

   

$

183,287

Diluted Net Earnings from Continuing Operations Per Share

$

1.73

 

$

0.11

 

$

(0.58)

   

$

1.26

Diluted Net Earnings from Discontinued Operations Per Share

$

0.14

 

$

 

$

   

$

0.14

Diluted Earnings Per Share

$

1.87

 

$

0.11

 

$

(0.58)

   

$

1.40

Operating profit margin

6.0 %

         

8.9 %

                             

(1) Includes (a) the removal of pass through revenues and costs for the People & Places Solutions line of business for the calculation of operating profit margin as a percentage of net revenue of $578.7 million, (b) the removal of amortization of intangible assets of $23.1 million, (c) the reclassification of revenues under the Company's TSA of $1.0 million included in other income for U.S. GAAP reporting purposes to SG&A, (d) the removal of $123.1 million in fair value adjustments related to our investment in Worley stock (net of Worley stock dividend) and certain foreign currency revaluations relating to the ECR sale and (e) associated income tax expense adjustments for the above pre-tax adjustment items.

 

 

Nine Months Ended

 

July 2, 2021

Unaudited

U.S. GAAP

 

Effects of

Restructuring,

Transaction

and Other

Charges (1)

 

Other

Adjustments (2)

 

Adjusted

Revenues

$

10,506,144

 

$

 

$

 

$

10,506,144

Pass through revenue

 

 

(1,837,350)

 

(1,837,350)

Net revenue

10,506,144

 

 

(1,837,350)

 

8,668,794

Direct cost of contracts

(8,290,137)

 

283

 

1,837,350

 

(6,452,504)

Gross profit

2,216,007

 

283

 

 

2,216,290

Selling, general and administrative expenses

(1,779,435)

 

345,442

 

103,282

 

(1,330,711)

Operating Profit

436,572

 

345,725

 

103,282

 

885,579

Total other income (expense), net

88,650

 

42,871

 

(151,992)

 

(20,471)

Earnings from Continuing Operations Before Taxes

525,222

 

388,596

 

(48,710)

 

865,108

Income Tax Expense from Continuing Operations

(175,437)

 

(29,398)

 

10,186

 

(194,649)

Net Earnings of the Group from Continuing Operations

349,785

 

359,198

 

(38,524)

 

670,459

Net Earnings Attributable to Noncontrolling Interests from

Continuing Operations

(29,366)

 

 

 

(29,366)

Net Loss Attributable to Redeemable Noncontrolling

interests

101,776

 

(103,480)

 

(20,981)

 

(22,685)

Net Earnings Attributable to Jacobs from Continuing

Operations

422,195

 

255,718

 

(59,505)

 

618,408

Net Earnings Attributable to Discontinued Operations

11,690

 

 

 

11,690

Net Earnings attributable to Jacobs

$

433,885

 

$

255,718

 

$

(59,505)

 

$

630,098

Preferred Redeemable Noncontrolling interests

redemption value adjustment

(57,307)

 

57,307

 

 

Net earnings from continuing operations

allocated to common stock for EPS calculation

$

364,888

 

$

313,025

 

$

(59,505)

 

$

618,408

Diluted Net Earnings from Continuing Operations

Per Share

$

2.78

 

$

2.39

 

$

(0.45)

 

$

4.71

Diluted Net Earnings from Discontinued Operations Per

Share

$

0.09

 

$

 

$

 

$

0.09

Diluted Earnings Per Share

$

2.87

 

$

2.39

 

$

(0.45)

 

$

4.80

Operating profit margin

4.2 %

         

10.2 %

                           

(1) Includes charges associated with various restructuring, transaction and other related activity costs associated with Company transformation and acquisition related programs, impairment charges relating to our investment in AWE, along with after-tax $287.2 million in PA Consulting deal related costs and associated noncontrolling interest impacts for the above adjustment items . Also includes $(57.3) million or $(0.44) per share in EPS numerator adjustments relating to the PA preference  shares redemption value, which does not affect net earnings.

 

(2) Includes mainly (a) the removal of pass through revenues and costs for the People & Places Solutions line of business for the calculation of operating profit margin as a percentage of net revenue of $1.8 billion, (b) the removal of amortization of intangible assets of $103.3 million, (c) the removal of $102.2 million in fair value adjustments related to our investment in Worley stock (net of Worley stock dividend) and certain foreign currency revaluations relating to the ECR sale, (d) the removal of the fair value adjustment of the Company's investment in C3 of $49.6 million, (e) the exclusion of impacts on the Company's effective tax rates associated with revised estimates on US taxation of certain foreign earnings, certain tax return filing adjustments and the removal of $30.8 million in additional income tax expense attributable to tax rate increases in the UK during in 2021, (f) associated noncontrolling interest impacts for the above adjustment items and (g) income tax expense adjustments for the above pre-tax adjustment items.

 

 

Nine Months Ended

 

June 26, 2020

Unaudited

U.S. GAAP

 

Effects of

Restructuring,

Transaction

and Other

Charges

 

Other

Adjustments (1)

 

Adjusted

Revenues

$

10,047,286

 

$

   

$

   

$

10,047,286

Pass through revenue

 

   

(1,921,863)

   

(1,921,863)

Net revenue

10,047,286

 

   

(1,921,863)

   

8,125,423

Direct cost of contracts

(8,125,554)

 

1,841

   

1,921,863

   

(6,201,850)

Gross profit

1,921,732

 

1,841

   

   

1,923,573

Selling, general and administrative expenses

(1,408,232)

 

113,698

   

82,962

   

(1,211,572)

Operating Profit

513,500

 

115,539

   

82,962

   

712,001

Total other (expense) income, net

(132,453)

 

2,799

 

103,720

   

(25,934)

Earnings from Continuing Operations Before Taxes

381,047

 

118,338

   

186,682

   

686,067

Income Tax Expense from Continuing Operations

(75,041)

 

(31,133)

   

(45,069)

   

(151,243)

Net Earnings of the Group from Continuing Operations

306,006

 

87,205

   

141,613

   

534,824

Net Earnings Attributable to Noncontrolling Interests from

Continuing Operations

(21,662)

 

   

   

(21,662)

Net Earnings from Continuing Operations attributable to Jacobs

284,344

 

87,205

   

141,613

   

513,162

Net Earnings Attributable to Discontinued Operations

125,511

 

   

   

125,511

Net Earnings attributable to Jacobs

$

409,855

 

$

87,205

   

$

141,613

   

$

638,673

Diluted Net Earnings from Continuing Operations Per Share

$

2.13

 

$

0.65

   

$

1.06

   

$

3.85

Diluted Net Earnings from Discontinued Operations Per Share

$

0.94

 

$

   

$

   

$

0.94

Diluted Earnings Per Share

$

3.08

 

$

0.65

   

$

1.06

   

$

4.80

Operating profit margin

5.11 %

         

8.76 %

                               

(1) Includes (a) the removal of pass through revenues and costs for the People & Places Solutions line of business for the calculation of operating profit margin as a percentage of net revenue of $1.9 billion, (b) the removal of amortization of intangible assets of $67.1 million, (c) the reclassification of revenues under the TSA of $15.2 million included in other income for U.S. GAAP reporting purposes to SG&A, (d) the removal of$119.0 million in fair value adjustments related to our investment in Worley stock (net of Worley stock dividend) and certain foreign currency revaluations relating to the ECR sale and (e) associated income tax expense adjustments for the above pre-tax adjustment items.



 

Earnings Per Share:

 
 

Three Months Ended

 

Nine Months Ended

Unaudited

July 2, 2021

 

June 26, 2020

 

July 2, 2021

 

June 26, 2020

Numerator for Basic and Diluted EPS:

             

Net earnings attributable to Jacobs from continuing operations

$

165,410

   

$

226,886

   

$

422,195

   

$

284,344

 

Preferred Redeemable Noncontrolling interests redemption value

adjustment

(57,307)

   

   

(57,307)

   

 

Net earnings from continuing operations allocated to participating

securities

   

(24)

   

   

(77)

 

Net earnings from continuing operations allocated to common

stock for EPS calculation

$

108,103

   

$

226,862

   

$

364,888

   

$

284,267

 
               

Net earnings attributable to Jacobs from discontinued operations

$

384

   

$

18,043

   

$

11,690

   

$

125,511

 

Net earnings from discontinued operations allocated to participating

securities

   

(2)

   

   

(34)

 

Net earnings from discontinued operations allocated to common

stock for EPS calculation

$

384

   

$

18,041

   

$

11,690

   

$

125,477

 
               

Net earnings allocated to common stock for EPS calculation

$

108,487

   

$

244,903

   

$

376,578

   

$

409,744

 
               

Denominator for Basic and Diluted EPS:

             

Weighted average basic shares

130,385

   

130,229

   

130,205

   

131,995

 

Shares allocated to participating securities

   

(14)

   

   

(36)

 

Shares used for calculating basic EPS attributable to common stock

130,385

   

130,215

   

130,205

   

131,959

 
               

Effect of dilutive securities:

             

Stock compensation plans

1,035

   

1,048

   

1,040

   

1,188

 

Shares used for calculating diluted EPS attributable to common

stock

131,420

   

131,263

   

131,245

   

133,147

 
               

Net Earnings Per Share:

             

Basic Net Earnings from Continuing Operations Per Share

$

0.83

   

$

1.74

   

$

2.80

   

$

2.15

 

Basic Net Earnings from Discontinued Operations Per Share

$

   

$

0.14

   

$

0.09

   

$

0.95

 

Basic Earnings Per Share

$

0.83

   

$

1.88

   

$

2.89

   

$

3.11

 

Diluted Net Earnings from Continuing Operations Per Share

$

0.82

   

$

1.73

   

$

2.78

   

$

2.13

 

Diluted Net Earnings from Discontinued Operations Per Share

$

   

$

0.14

   

$

0.09

   

$

0.94

 

Diluted Earnings Per Share

$

0.83

   

$

1.87

   

$

2.87

   

$

3.08

 

For additional information contact:

Investors:

Jonathan Doros, 214-583-8596

jonathan.doros@jacobs.com

Media:

Marietta Hannigan, 214-920-8035

marietta.hannigan@jacobs.com

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SOURCE Jacobs