EX-99.1 2 jecfy2019q2earningsrelease.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

image0.jpg

 
 
 
1999 Bryan Street, Suite 1200
 
Dallas, Texas 75201
 
1.214.583.8500

Press Release

FOR IMMEDIATE RELEASE
May 7, 2019
Jacobs Reports Earnings for the Second Quarter of Fiscal 2019
Strong Top- and Bottom-Line Q2 Results; Increasing Fiscal 2019 Outlook
DALLAS, TEXAS - Jacobs Engineering Group Inc. (NYSE: JEC) today announced its financial results for the fiscal second quarter ended March 29, 2019.
Q2 2019 Highlights:
•
Revenue of $3.1 billion1 grew 7.7% year-over-year and 8.7% on net revenue basis
•
Operating profit up double-digit year-over-year; OP margin up more than 120 bps
•
EPS from continuing operations of $0.82, affected by CH2M related restructuring and ECR divestiture costs
•
Adjusted EPS from continuing operations of $1.19, up 37% year-over-year
•
Backlog increased $1.5 billion, or 8% year-over-year to $20.7 billion
•
Increasing fiscal 2019 adjusted pro forma EPS outlook to $4.45 - $4.85 (excluding full year ECR)2 

Jacobs’ Chair and CEO Steve Demetriou commented, “Our strong second quarter results include significant net revenue and operating profit growth versus the year-ago quarter, resulting in our adjusted operating profit margin increasing to 9% for the quarter. These results provide momentum to achieve our fiscal 2019 outlook. We view an ambitious strategic vision, consistent execution and disciplined capital allocation as paramount to driving continued shareholder value. We are creating a company like no other that is rooted in a culture of innovation focused on solving the world’s most complex challenges.”


1

Jacobs’ CFO Kevin Berryman added, “Our second quarter results were solid across both lines of business resulting in strong overall revenue and profit growth. The CH2M integration is near complete and revenue synergies are accelerating in backlog, which is up 8% year-over-year. Our transformed portfolio is well aligned to long-term secular growth trends with an efficient cost structure that will drive enhanced operating leverage. We continue to expect $920 million to $1 billion in adjusted EBITDA3 for fiscal 2019 and we are raising our fiscal 2019 adjusted pro forma EPS outlook to $4.45 - $4.85."

The company announced the pending acquisition of The KeyW Holding Corporation on April 22, 2019 and closed the sale of its Energy, Chemicals and Resources (ECR) business on April 26, 2019.


















1Reflects continuing operations as reported in accordance with GAAP.
2Reconciliation of the adjusted EPS outlook for the full fiscal year 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 2019.
3Reconciliation of the adjusted EBITDA outlook for the full fiscal year 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 2019.

2

Second Quarter Review
 
Fiscal 2Q 2019
Fiscal 2Q 2018
Change
Revenue
$3.1 billion
$2.9 billion
$0.2 billion
Net Revenue
$2.5 billion
$2.3 billion
$0.2 billion
GAAP Net Earnings from Continuing Operations
$115 million
-$6 million
$121 million
GAAP Earnings Per Diluted Share (EPS) from Continuing Operations
$0.82
-$0.04
$0.86
Adjusted Net Earnings from Continuing Operations
$166 million
$124 million
$42 million
Adjusted EPS from Continuing Operations
$1.19
$0.87
$0.32
The company’s adjusted net earnings from continuing operations and adjusted EPS from continuing operations for the second quarter of fiscal 2019 and fiscal 2018 exclude the charges and costs 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, refer to the section entitled “Non-GAAP Financial Measures” at the end of this release.
 
Fiscal 2Q 2019
Fiscal 2Q 2018
After-tax restructuring and other charges
$55 million ($0.39 per share)
$57 million ($0.40 per share)
After-tax transaction costs incurred in connection with the closing of the CH2M acquisition and the sale of the ECR business
$0.4 million ($0.00 per share)
$4 million ($0.02 per share)
Other adjustments include:
 (a) addback of amortization of intangible assets of $18.7 million and $18.2 million in the 2019 and 2018 periods, respectively,
 (b) the allocation to discontinued operations of estimated stranded corporate costs of $6.4 million in the 2019 and 2018 periods that will be reimbursed or otherwise eliminated in connection with the sale of the ECR business,
 (c) the allocation to discontinued operations of estimated interest expense amounts in 2019 and 2018 related to long-term debt that has been paid down in connection with the sale of the ECR business of $18.4 million and $14.4 million, respectively,
 (d) the exclusion of a $37 million one-time favorable adjustment in the 2019 period associated with reduction of deferred income taxes for permanently reinvested earnings from non-U.S. subsidiaries in connection with the sale of the ECR business,
 (e) the add-back of charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform of $40.6 million in the 2018 period and
 (f) associated income tax expense adjustments for the above pre-tax adjustment items.
-$5 million (-$0.03 per share)
$70 million ($0.49 per share)
Adjusted EPS from Continuing Operations
$166 million ($1.19 per share)
$124 million ($0.87 per share)
(note: earnings per share amounts may not add due to rounding)
Fiscal second quarter 2019 earnings from continuing operations include an adjusted effective tax rate of 23% excluding the ECR sale related tax adjustment mentioned above. Additionally, fiscal second quarter 2019 earnings include pre-tax charges for the award and recovery of costs, estimated related interest and attorneys' fees in the amount of $147.0 million for a legal matter. Such charges relate to discontinued operations and therefore are not included in earnings from continuing operations.
Jacobs is hosting a conference call at 10:00 A.M. ET on Tuesday May 7, 2019, which it is webcasting live at www.jacobs.com.
Energy, Chemicals and Resources (ECR) Sale to WorleyParsons
On April 26, 2019, Jacobs completed the previously announced sale of the Jacobs' ECR business to WorleyParsons Limited.
KeyW Acquisition
On April 21, 2019, Jacobs entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The KeyW Holding Corporation, a Maryland corporation (“KeyW”), and Atom Acquisition Sub, Inc., a Maryland corporation and a wholly owned indirect subsidiary of Jacobs (“Merger Sub”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will commence an all-cash tender offer within fifteen business days after the date of the Merger Agreement to acquire all of KeyW’s issued and outstanding shares of common stock at a price per share of $11.25, payable net to the seller in cash, without interest, and subject to any required withholding taxes. Jacobs expects to finance the transaction through a combination of cash on hand and its existing credit facility. The acquisition is subject to the satisfaction of customary closing conditions, including regulatory approvals and is expected to be completed by August 31, 2019.
About Jacobs
Jacobs leads the global professional services sector delivering solutions for a more connected, sustainable world. With approximately $12 billion in revenue and a talent force of more than 50,000, Jacobs provides a full spectrum of services including scientific, technical, professional and construction- and program-management for business, industrial, commercial, government and infrastructure sectors. For more information, visit www.jacobs.com, and connect with Jacobs on LinkedIn, Twitter, Facebook and Instagram.

3


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. 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. For a description of some 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 28, 2018, and in particular the discussions contained 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 March 29, 2019, 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.

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Financial Highlights:
Results of Operations (in thousands, except per-share data):
 
For the Three Months Ended
 
For the Six Months Ended
 
March 29, 2019
 
March 30, 2018
 
March 29, 2019
 
March 30, 2018
Revenues
$
3,091,596

 
$
2,870,295

 
$
6,175,384

 
$
4,654,294

Direct cost of contracts
(2,474,755
)
 
(2,268,667
)
 
(4,990,023
)
 
(3,710,572
)
Gross profit
616,841

 
601,628

 
1,185,361

 
943,722

Selling, general and administrative expenses
(514,160
)
 
(532,873
)
 
(969,551
)
 
(879,637
)
Operating Profit
102,681

 
68,755

 
215,810

 
64,085

Other Income (Expense):
 
 
 
 

 

Interest income
1,670

 
1,785

 
3,774

 
5,619

Interest expense
(29,423
)
 
(19,228
)
 
(54,749
)
 
(26,320
)
Miscellaneous income (expense), net
36,904

 
(2,661
)
 
39,186

 
(1,436
)
Total other (expense) income, net
9,151

 
(20,104
)
 
(11,789
)
 
(22,137
)
Earnings from Continuing Operations Before Taxes
111,832

 
48,651

 
204,021

 
41,948

Income Tax Benefit (Expense) for Continuing Operations
7,947

 
(51,856
)
 
(14,811
)
 
(79,056
)
Net Earnings (Loss) of the Group from Continuing Operations
119,779

 
(3,205
)
 
189,210

 
(37,108
)
Net Earnings (Loss) of the Group from Discontinued Operations
(57,006
)
 
55,137

 
3,153

 
91,601

Net Earnings of the Group
62,773

 
51,932

 
192,363

 
54,493

Net Earnings Attributable to Noncontrolling Interests from Continuing Operations
(5,024
)
 
(3,085
)
 
(9,562
)
 
(3,416
)
Net Earnings (Loss) Attributable to Jacobs from Continuing Operations
114,755

 
(6,290
)
 
179,648

 
(40,524
)
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations
(832
)
 
(260
)
 
(1,588
)
 
(327
)
Net Earnings (Loss) Attributable to Jacobs from Discontinued Operations
$
(57,838
)
 
$
54,877

 
$
1,565

 
$
91,274

Net Earnings Attributable to Jacobs
$
56,917

 
$
48,587

 
$
181,213

 
$
50,750

Net Earnings Per Share:
 
 
 
 

 

Basic Net Earnings from Continuing Operations Per Share
$
0.83

 
$
(0.04
)
 
$
1.28

 
$
(0.30
)
Basic Net Earnings from Discontinued Operations Per Share
$
(0.42
)
 
$
0.39

 
$
0.01

 
$
0.68

Basic Earnings Per Share
$
0.41

 
$
0.34

 
$
1.29

 
$
0.38

 
 
 
 
 
 
 
 
Diluted Net Earnings from Continuing Operations Per Share
$
0.82

 
$
(0.04
)
 
$
1.27

 
$
(0.30
)
Diluted Net Earnings from Discontinued Operations Per Share
$
(0.41
)
 
$
0.39

 
$
0.01

 
$
0.68

Diluted Earnings Per Share
$
0.41

 
$
0.34

 
$
1.28

 
$
0.38

 
 
 
 
 
 
 
 


5

Segment Information (in thousands):
 
For the Three Months Ended
 
For the Six Months Ended
 
March 29, 2019
 
March 30, 2018
 
March 29, 2019
 
March 30, 2018
Revenues from External Customers:
 
 
 
 
 
 
 
Aerospace, Technology and Nuclear
$
1,059,508

 
$
923,905

 
$
2,094,537

 
$
1,634,780

Buildings, Infrastructure and Advanced Facilities
2,032,088

 
1,946,390

 
4,080,847

 
3,019,514

Pass Through Revenue
(632,359
)
 
(608,720
)
 
(1,306,637
)
 
(1,020,507
)
Buildings, Infrastructure and Advanced Facilities Net Revenue
$
1,399,729

 
$
1,337,670

 
$
2,774,210

 
$
1,999,007

Total Revenue
$
3,091,596

 
$
2,870,295

 
$
6,175,384

 
$
4,654,294

Net Revenue
$
2,459,237

 
$
2,261,575

 
$
4,868,747

 
$
3,633,787

 
For the Three Months Ended
 
For the Six Months Ended
 
March 29, 2019
 
March 30, 2018
 
March 29, 2019
 
March 30, 2018
Segment Operating Profit:
 
 
 
 
 
 
 
Aerospace, Technology and Nuclear
$
73,831

 
$
52,458

 
$
145,982

 
$
113,524

Buildings, Infrastructure and Advanced Facilities
172,689

 
144,755

 
332,148

 
211,615

Total Segment Operating Profit
246,520

 
197,213

 
478,130

 
325,139

Other Corporate Expenses (1)
(49,901
)
 
(47,133
)
 
(121,149
)
 
(96,361
)
Restructuring and Other Charges
(93,938
)
 
(76,473
)
 
(141,171
)
 
(92,200
)
Transaction Costs
—

 
(4,852
)
 
—

 
(72,493
)
Total U.S. GAAP Operating Profit
102,681

 
68,755

 
215,810

 
64,085

Total Other (Expense) Income, net (2)
9,151

 
(20,104
)
 
(11,789
)
 
(22,137
)
Earnings from Continuing Operations Before Taxes
$
111,832

 
$
48,651

 
$
204,021

 
$
41,948

(1)
Other corporate expenses include costs that were previously allocated to the ECR segment prior to discontinued operations presentation in connection with the ECR sale in the approximate amounts of $6.4 million for the three-month periods ended March 29, 2019 and March 30, 2018, respectively, and $12.8 million for the six-month periods ended March 29, 2019 and March 30, 2018, respectively. Other corporate expenses also include intangibles amortization of $18.7 million and $18.2 million for the three-month periods ended March 29, 2019 and March 30, 2018, respectively and $37.3 million and $29.8 million for the six-month periods ended March 29, 2019 and March 30, 2018, respectively.
(2)
Includes gain on the settlement of the CH2M retiree medical plans of $32.4 million and $34.6 million and the amortization of deferred financing fees related to the CH2M acquisition of $0.5 million and $1.0 million for the three- and six-month periods ended March 29, 2019 as well as amortization of deferred financing fees related to the CH2M acquisition of $0.5 million and $0.7 million for the three- and six-month periods ended March 30, 2018.
Other Operational Information (in thousands):
 
For the Six Months Ended
Continuing Operations
March 29, 2019
 
March 30, 2018
Depreciation (pre-tax)
$
41,702

 
$
45,240

Amortization of Intangibles (pre-tax)
$
37,349

 
$
29,752

Pass-Through Costs Included in Revenues
$
1,306,637

 
$
1,020,507

Capital Expenditures
$
58,909

 
$
33,499

 

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6

Balance Sheet (in thousands):
Unaudited
March 29, 2019
 
September 28, 2018
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
674,548

 
$
634,870

Receivables and contract assets
2,747,172

 
2,513,934

Prepaid expenses and other
127,320

 
171,096

Current assets held for sale
1,297,430

 
1,236,684

Total current assets
4,846,470

 
4,556,584

Property, Equipment and Improvements, net
268,800

 
257,859

Other Noncurrent Assets:
 
 
 
Goodwill
4,774,849

 
4,795,856

Intangibles, net
533,638

 
572,952

Miscellaneous
847,076

 
760,854

Noncurrent assets held for sale
1,675,012

 
1,701,690

Total other noncurrent assets
7,830,575

 
7,831,352

 
$
12,945,845

 
$
12,645,795

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities:
 
 
 
Notes payable
$
24

 
$
3,172

Accounts payable
828,522

 
776,189

Accrued liabilities
1,177,632

 
1,167,002

Contract liabilities
450,864

 
442,760

Current liabilities held for sale
731,158

 
756,570

Total current liabilities
3,188,200

 
3,145,693

Long-term Debt
2,841,536

 
2,144,167

Other Deferred Liabilities
1,237,535

 
1,260,977

Noncurrent liabilities held for sale
122,993

 
150,604

Commitments and Contingencies
 
 
 
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—136,432,304 shares and 142,217,933
shares as of March 29, 2019 and September 28, 2018, respectively
136,432

 
142,218

Additional paid-in capital
2,568,809

 
2,708,839

Retained earnings
3,620,873

 
3,809,991

Accumulated other comprehensive loss
(860,260
)
 
(806,703
)
Total Jacobs stockholders’ equity
5,465,854

 
5,854,345

Noncontrolling interests
89,727

 
90,009

Total Group stockholders’ equity
5,555,581

 
5,944,354

 
$
12,945,845

 
$
12,645,795



7

Statement of Cash Flow (in thousands):
 
For the Six Months Ended
 
March 29, 2019
 
March 30, 2018
Cash Flows from Operating Activities:
 
 
 
Net earnings attributable to the Group
$
192,363

 
$
54,493

Adjustments to reconcile net earnings to net cash flows provided by operations:
 
 
 
Depreciation and amortization:
 
 
 
Property, equipment and improvements
43,812

 
59,139

Intangible assets
37,963

 
36,048

(Gain) Loss on disposal of businesses and investments
—

 
(444
)
Stock based compensation
28,916

 
47,189

Equity in earnings of operating ventures, net
(5,325
)
 
787

(Gain) Losses on disposals of assets, net
3,730

 
3,917

Loss (Gain) on pension and retiree medical plan changes
(34,621
)
 
3,819

Deferred income taxes
(31,008
)
 
6,799

Changes in assets and liabilities, excluding the effects of businesses acquired:
 
 
 
Receivables and contract assets
(252,731
)
 
(171,912
)
Prepaid expenses and other current assets
47,733

 
(2,361
)
Accounts payable
(6,754
)
 
17,972

Accrued liabilities
(57,763
)
 
(20,625
)
Contract liabilities
57,881

 
33,599

Other deferred liabilities
(48,761
)
 
(17,420
)
      Other, net
(30,667
)
 
3,204

           Net cash (used for) provided by operating activities
(55,232
)
 
54,204

Cash Flows Used for Investing Activities:
 
 
 
Additions to property and equipment
(61,480
)
 
(44,845
)
Disposals of property and equipment and other assets
7,240

 
428

Distributions of capital from (contributions to) equity investees
(3,904
)
 
(7,696
)
Acquisitions of businesses, net of cash acquired
—

 
(1,484,817
)
Proceeds (payments) related to sales of businesses
—

 
3,403

Purchases of noncontrolling interests
(1,113
)
 
—

           Net cash used for investing activities
(59,257
)
 
(1,533,527
)
Cash Flows Provided by Financing Activities:
 
 
 
Net proceeds from borrowings
695,571

 
1,562,201

Debt issuance costs
(3,741
)
 
—

Proceeds from issuances of common stock
25,945

 
26,636

Common stock repurchases
(488,435
)
 
(2,951
)
Taxes paid on vested restricted stock
(20,317
)
 
(17,140
)
Cash dividends, including to noncontrolling interests
(56,390
)
 
(44,233
)
Net cash provided by (used for) financing activities
152,633

 
1,524,513

Effect of Exchange Rate Changes
19,136

 
16,074

Net Increase in Cash and Cash Equivalents
57,280

 
61,264

Cash and Cash Equivalents at the Beginning of the Period
793,358

 
774,151

Cash and Cash Equivalents at the End of the Period
850,638

 
835,415

Less Cash and Cash Equivalents included in Assets held for Sale
(176,090
)
 
(164,612
)
Cash and Cash Equivalents of Continuing Operations at the End of the Period
$
674,548

 
$
670,803


8


Backlog (in millions):
 
March 29, 2019
 
March 30, 2018
Aerospace, Technology and Nuclear
$
7,285

 
$
7,174

Buildings, Infrastructure and Advanced Facilities
13,428

 
12,088

            Total
$
20,713

 
$
19,262

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 operating profit margin and adjusted EBITDA.
Adjusted net earnings from continuing operations, adjusted EPS from continuing operations, and adjusted operating profit margin are non-GAAP financial measures that are calculated by (i) excluding the costs related to the 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 (collectively, the “2015 Restructuring and other items”); (ii) excluding costs and other charges associated with restructuring activities implemented in connection with the CH2M acquisition and the ECR divestiture, which included involuntary terminations, costs associated with co-locating Jacobs and CH2M offices, separating physical locations of ECR and continuing operations, costs and expenses of the Integration Management Office and Separation Management Office, including 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, and similar costs and expenses (collectively referred to as the “Restructuring and other charges”); (iii) excluding transaction costs and other charges incurred in connection with closing of the CH2M acquisition and sale of the ECR business, 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, and similar transaction costs and expenses (collectively referred to as “transaction costs”); (iv) excluding charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform; (v) adding back depreciation and amortization relating to the ECR business of the Company that was ceased as a result of the application of held-for-sale accounting; (vi) adding back amortization of intangible assets; (vii) allocating to discontinued operations estimated stranded corporate costs that will be reimbursed or otherwise eliminated in connection with the sale of the ECR business; (viii) allocating to discontinued operations estimated interest expense relating to long-term debt that was paid down with the proceeds of the ECR sale; and (ix) the exclusion of a one-time favorable adjustment in the fiscal 2019 period associated with a reduction of deferred income taxes for permanently reinvested earnings from non-U.S. subsidiaries in connection with the sale of the ECR business. Adjustments to derive adjusted net earnings from continuing operations, adjusted EPS from continuing operations are calculated on an after-tax basis. Net revenue is calculated by excluding pass-through revenues of the BIAF line of business. We believe that net revenue, adjusted net earnings from continuing operations, adjusted EPS from continuing operations, adjusted operating profit margin and adjusted EBITDA 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, the inclusion or exclusion of which can obscure underlying trends. Additionally, management uses net revenue, adjusted net earnings from continuing operations, adjusted EPS from continuing operations, adjusted operating profit margin and adjusted EBITDA 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 revenue, net earnings from continuing operations, EPS from continuing operations, EPS and operating profit margin to the corresponding "adjusted" amounts. For the comparable periods presented below, such adjustments consist of amounts incurred in connection with the items

9

described above. Amounts are shown in thousands, except for per-share data (note: earnings per share amounts may not add across due to rounding). Reconciliation of the adjusted EPS and adjusted EBITDA outlook for the full fiscal year 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.


10

U.S. GAAP Reconciliation for the second quarter of fiscal 2019 and 2018
 
Three Months Ended
 
March 29, 2019
 
U.S. GAAP
 
Effects of Restructuring and Other Charges
 
Effects of Transaction Costs (1)
 
Other Adjustments (2)
 
Adjusted
Revenues
$
3,091,596

 
$
—

 
$
—

 
$
—

 
$
3,091,596

Pass through revenue
—

 
—

 
—

 
(632,359
)
 
$
(632,359
)
Net revenue
3,091,596

 
—

 
—

 
(632,359
)
 
2,459,237

Direct cost of contracts
(2,474,755
)
 
(3,383
)
 
—

 
632,359

 
(1,845,779
)
Gross profit
616,841

 
(3,383
)
 
—

 
—

 
613,458

Selling, general and administrative expenses
(514,160
)
 
$
97,321

 
$
—

 
$
25,078

 
$
(391,761
)
Operating Profit
102,681

 
93,938

 
—

 
25,078

 
221,697

Total other (expense) income, net
9,151

 
(27,117
)
 
515

 
18,403

 
952

Earnings from Continuing Operations Before Taxes
111,832

 
66,821

 
515

 
43,481

 
222,649

Income Tax Benefit (Expense) for Continuing Operations
7,947

 
(11,824
)
 
(125
)
 
(48,097
)
 
(52,099
)
Net Earnings (Loss) of the Group from Continuing Operations
119,779

 
54,997

 
390

 
(4,616
)
 
170,550

Net Earnings Attributable to Noncontrolling Interests from Continuing Operations
(5,024
)
 
—

 
—

 
—

 
(5,024
)
Net Earnings from Continuing Operations attributable to Jacobs
114,755

 
54,997

 
390

 
(4,616
)
 
165,526

Net Earnings Attributable to Discontinued Operations
(57,838
)
 
2,078

 
1,705

 
(24,489
)
 
(78,544
)
Net earnings attributable to Jacobs
$
56,917

 
$
57,075

 
$
2,095

 
$
(29,105
)
 
$
86,982

Diluted Net Earnings from Continuing Operations Per Share
$
0.82

 
$
0.39

 
$
—

 
$
(0.03
)
 
$
1.19

Diluted Net Earnings from Discontinued Operations Per Share
$
(0.41
)
 
$
0.01

 
$
0.01

 
$
(0.18
)
 
$
(0.56
)
Diluted Earnings Per Share
$
0.41

 
$
0.41

 
$
0.02

 
$
(0.21
)
 
$
0.62

Operating profit margin
3.32
%
 


 


 


 
9.01
%
(1) Includes after-tax CH2M transaction costs and adjustments of $0.4 million as well as after-tax transaction costs associated with the sale of our ECR line of business of $1.7 million.
(2) Includes (a) the removal of pass through revenues and costs for the BIAF line of business for the calculation of operating profit margin as a percentage of net revenue of $632.4 million, (b) the removal of amortization of intangible assets of $18.7 million, (c) the allocation to discontinued operations of estimated stranded corporate costs of $6.4 million that will be reimbursed under the ECR transition services agreement (TSA) with Worley Parsons or otherwise eliminated from the ongoing operations in connection with the sale of the ECR business, (d) the allocation to discontinued operations of estimated interest expense for the full period related to long-term debt that has been paid down as a result of the ECR sale of $18.4 million, (e) the exclusion of approximately $37.0 million in one-time favorable income tax adjustment associated with reduction of deferred income taxes for permanently reinvested earnings from non-U.S. subsidiaries in connection with the sale of the ECR business, (f) the add-back of depreciation relating to the ECR business that was ceased as a result of the application of held-for-sale accounting of $(5.8) million and (g) associated income tax expense adjustments for all the above pre-tax adjustment items.

11

 
Three Months Ended
 
March 30, 2018
 
U.S. GAAP
 
Effects of Restructuring and Other Charges
 
Effects of CH2M Transaction Costs
 
Other Adjustments (1)
 
Adjusted
Revenues
$
2,870,295

 
$
—

 
$
—

 
$
—

 
$
2,870,295

Pass through revenue
—

 
—

 
—

 
(608,720
)
 
(608,720
)
Net revenue
2,870,295

 
—

 
—

 
(608,720
)
 
2,261,575

Direct cost of contracts
(2,268,667
)
 
—

 
—

 
608,720

 
(1,659,947
)
Gross profit
601,628

 
—

 
—

 
—

 
601,628

Selling, general and administrative expenses
(532,873
)
 
76,473

 
4,852

 
24,605

 
(426,943
)
Operating Profit
68,755

 
76,473

 
4,852

 
24,605

 
174,685

Total other (expense) income, net
(20,104
)
 
466

 
—

 
14,384

 
(5,254
)
Earnings from Continuing Operations Before Taxes
48,651

 
76,939

 
4,852

 
38,989

 
169,431

Income Tax Benefit (Expense) for Continuing Operations
(51,856
)
 
(20,104
)
 
(1,344
)
 
30,931

 
(42,373
)
Net Earnings (Loss) of the Group from Continuing Operations
(3,205
)
 
56,835

 
3,508

 
69,920

 
127,058

Net Earnings Attributable to Noncontrolling Interests from Continuing Operations
(3,085
)
 
—

 
—

 
—

 
(3,085
)
Net Earnings from Continuing Operations attributable to Jacobs
(6,290
)
 
56,835

 
3,508

 
69,920

 
123,973

Net Earnings Attributable to Discontinued Operations
54,877

 
(5,633
)
 
—

 
(13,247
)
 
35,997

Net earnings attributable to Jacobs
$
48,587

 
$
51,202

 
$
3,508

 
$
56,673

 
$
159,970

Diluted Net Earnings from Continuing Operations Per Share
$
(0.04
)
 
$
0.40

 
$
0.02

 
$
0.49

 
$
0.87

Diluted Net Earnings from Discontinued Operations Per Share
$
0.39

 
$
(0.04
)
 
$
—

 
$
(0.09
)
 
$
0.25

Diluted Earnings Per Share
$
0.34

 
$
0.36

 
$
0.02

 
$
0.40

 
$
1.12

Operating profit margin
2.40
%
 
 
 
 
 
 
 
7.72
%
(1) Includes (a) the removal of pass through revenues and costs for the BIAF line of business for the calculation of operating profit margin as a percentage of net revenue of $608.7 million, (b) the removal of amortization of intangible assets of $18.2 million, (c) the allocation to discontinued operations of estimated stranded corporate costs of $6.4 million that would have been reimbursed under the ECR transition services agreement (TSA) with Worley Parsons or otherwise eliminated from the ongoing operations in connection with the sale of the ECR business, (d) estimated 2018 impacts of $21.0 million from overhead allocation realignments in connection with the Company's CH2M business in the first quarter of fiscal 2019 had those changes been put into effect in first quarter of fiscal 2018 (the net impact of which was zero for consolidated selling, general and administrative expenses), (e) the allocation to discontinued operations of estimated interest expense for the full period related to long-term debt that has been paid down as a result of the ECR sale of $14.4 million, (f) the add-back of charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform of $40.6 million and (g) associated income tax expense adjustments for all the above pre-tax adjustment items.
.
.


12

 
Six Months Ended
 
March 29, 2019
 
U.S. GAAP
 
Effects of Restructuring and Other Charges
 
Effects of Transaction Costs (1)
 
Other Adjustments (2)
 
Adjusted
Revenues
$
6,175,384

 
$
—

 
$
—

 
$
—

 
$
6,175,384

Pass through revenue
—

 
—

 
—

 
(1,306,637
)
 
(1,306,637
)
Net revenue
6,175,384

 
—

 
—

 
(1,306,637
)
 
4,868,747

Direct cost of contracts
(4,990,023
)
 
(512
)
 
 
 
1,306,637

 
(3,683,898
)
Gross profit
1,185,361

 
(512
)
 
—

 
—

 
1,184,849

Selling, general and administrative expenses
(969,551
)
 
141,683

 
—

 
50,149

 
(777,719
)
Operating Profit
215,810

 
141,171

 
—

 
50,149

 
407,130

Total other (expense) income, net
(11,789
)
 
(29,291
)
 
1,029

 
36,470

 
(3,581
)
Earnings from Continuing Operations Before Taxes
204,021

 
111,880

 
1,029

 
86,619

 
403,549

Income Tax Expense for Continuing Operations
(14,811
)
 
(21,519
)
 
(250
)
 
(47,959
)
 
(84,539
)
Net Earnings of the Group from Continuing Operations
189,210

 
90,361

 
779

 
38,660

 
319,010

Net (Earnings) Loss Attributable to Noncontrolling Interests from Continuing Operations
(9,562
)
 
—

 
—

 
—

 
(9,562
)
Net Earnings from Continuing Operations attributable to Jacobs
179,648

 
90,361

 
779

 
38,660

 
309,448

Net Earnings Attributable to Discontinued Operations
1,565

 
(2,645
)
 
6,500

 
(47,799
)
 
(42,379
)
Net earnings attributable to Jacobs
$
181,213

 
$
87,716

 
$
7,279

 
$
(9,139
)
 
$
267,069

Diluted Net Earnings from Continuing Operations Per Share
$
1.27

 
$
0.64

 
$
0.01

 
$
0.27

 
$
2.18

Diluted Net Earnings from Discontinued Operations Per Share
$
0.01

 
$
(0.02
)
 
$
0.05

 
$
(0.34
)
 
$
(0.30
)
Diluted Earnings Per Share
$
1.28

 
$
0.62

 
$
0.05

 
$
(0.06
)
 
$
1.88

Operating profit margin
3.49
%
 
 
 
 
 
 
 
8.36
%
(1) Includes after-tax CH2M transaction costs and adjustments of $1.0 million as well as after-tax transaction costs associated with the sale of our ECR line of business of $6.5 million.
(2) Includes (a) the removal of pass through revenues and costs for the BIAF line of business for the calculation of operating profit margin as a percentage of net revenue of $1.31 billion, (b) the removal of amortization of intangible assets of $37.3 million, (c) the allocation to discontinued operations of estimated stranded corporate costs of $12.8 million that will be reimbursed under the ECR transition services agreement (TSA) with Worley Parsons or otherwise eliminated from the ongoing operations in connection with the sale of the ECR business, (d) the allocation to discontinued operations of estimated interest expense for the full period related to long-term debt that has been paid down as a result of the ECR sale of $36.5 million, (e) the exclusion of approximately $37.0 million in one-time favorable income tax adjustment associated with reduction of deferred income taxes for permanently reinvested earnings from non-U.S. subsidiaries in connection with the sale of the ECR business, (f) the add-back of charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform from the first quarter of $11.0 million and (g) the add-back of depreciation relating to the ECR business that was ceased as a result of the application of held-for-sale accounting of $(11.0) million and (h) associated income tax expense adjustments for all the above pre-tax adjustment items.

13

 
Six Months Ended
 
March 30, 2018
 
U.S. GAAP
 
Effects of Restructuring and Other Charges
 
Effects of CH2M Transaction Costs
 
Other Adjustments (1)
 
Adjusted
Revenues
$
4,654,294

 
$
—

 
$
—

 
$
—

 
$
4,654,294

Pass through revenue
—

 
—

 
—

 
(1,020,507
)
 
(1,020,507
)
Net revenue
4,654,294

 
—

 
—

 
(1,020,507
)
 
3,633,787

Direct cost of contracts
(3,710,572
)
 
—

 
—

 
1,020,507

 
(2,690,065
)
Gross profit
943,722

 
—

 
—

 
—

 
943,722

Selling, general and administrative expenses
(879,637
)
 
92,200

 
72,493

 
42,552

 
(672,392
)
Operating Profit
64,085

 
92,200

 
72,493

 
42,552

 
271,330

Total other (expense) income, net
(22,137
)
 
466

 
256

 
17,137

 
(4,278
)
Earnings from Continuing Operations Before Taxes
41,948

 
92,666

 
72,749

 
59,689

 
267,052

Income Tax Expense for Continuing Operations
(79,056
)
 
(23,919
)
 
(17,880
)
 
54,689

 
(66,166
)
Net Earnings of the Group from Continuing Operations
(37,108
)
 
68,747

 
54,869

 
114,378

 
200,886

Net (Earnings) Loss Attributable to Noncontrolling Interests from Continuing Operations
(3,416
)
 
—

 
—

 
—

 
(3,416
)
Net Earnings from Continuing Operations attributable to Jacobs
(40,524
)
 
68,747

 
54,869

 
114,378

 
197,470

Net Earnings Attributable to Discontinued Operations
91,274

 
(2,889
)
 
—

 
(17,807
)
 
70,578

Net earnings attributable to Jacobs
$
50,750

 
$
65,858

 
$
54,869

 
$
96,571

 
$
268,048

Diluted Net Earnings from Continuing Operations Per Share
$
(0.30
)
 
$
0.51

 
$
0.41

 
$
0.86

 
$
1.48

Diluted Net Earnings from Discontinued Operations Per Share
$
0.68

 
$
(0.02
)
 
$
—

 
$
(0.13
)
 
$
0.53

Diluted Earnings Per Share
$
0.38

 
$
0.49

 
$
0.41

 
$
0.72

 
$
2.00

Operating profit margin
1.38
%
 
 
 
 
 
 
 
7.47
%
(1) Includes (a) the removal of pass through revenues and costs for the BIAF line of business for the calculation of operating profit margin as a percentage of net revenue of $1.02 billion; (b) the removal of amortization of intangible assets of $29.8 million, (c) the allocation to discontinued operations of estimated stranded corporate costs of $12.8 million that would have been reimbursed under the ECR transition services agreement (TSA) with Worley Parsons or otherwise eliminated from the ongoing operations in connection with the sale of the ECR business, (d) estimated 2018 impacts of $32.0 million from overhead allocation realignments in connection with the Company's CH2M business in the first quarter of fiscal 2019 had those changes been put into effect in first quarter of fiscal 2018 (the net impact of which was zero for consolidated selling, general and administrative expenses), (e) the allocation to discontinued operations of estimated interest expense for the full period related to long-term debt that has been paid down as a result of the ECR sale of $17.1 million, (f) the add-back of charges resulting from the revaluation of certain deferred tax assets/liabilities in connection with U.S. tax reform of $69.4 million and (g) associated income tax expense adjustments for all the above pre-tax adjustment items.
.


14

Earnings Per Share:
 
Three Months Ended
 
Six Months Ended
 
March 29, 2019
 
March 30, 2018
 
March 29, 2019
 
March 30, 2018
Numerator for Basic and Diluted EPS:
 
 
 
 
 
 
 
Net earnings (loss) attributable to Jacobs from continuing operations
$
114,755

 
$
(6,290
)
 
$
179,648

 
$
(40,524
)
Net earnings (loss) from continuing operations allocated to participating securities
(191
)
 
33

 
(338
)
 
247

Net earnings (loss) from continuing operations allocated to common stock for EPS calculation
$
114,564

 
$
(6,257
)
 
$
179,310

 
$
(40,277
)
 
 
 
 
 
 
 
 
Net earnings (loss) attributable to Jacobs from discontinued operations
$
(57,838
)
 
$
54,877

 
1,565

 
91,274

Net earnings (loss) from discontinued operations allocated to participating securities
96

 
(287
)
 
(3
)
 
(557
)
Net earnings (loss) from discontinued operations allocated to common stock for EPS calculation
$
(57,742
)
 
$
54,590

 
$
1,562

 
$
90,717

 
 
 
 
 
 
 
 
Net earnings allocated to common stock for EPS calculation
$
56,822

 
$
48,333

 
$
180,872

 
$
50,440

 
 
 
 
 
 
 
 
Denominator for Basic and Diluted EPS:
 
 
 
 
 
 
 
Weighted average basic shares
138,566

 
142,531

 
140,509

 
133,770

Shares allocated to participating securities
(231
)
 
(746
)
 
(264
)
 
(816
)
Shares used for calculating basic EPS attributable to common stock
138,335

 
141,785

 
140,245

 
132,954

 
 
 
 
 
 
 
 
Effect of dilutive securities:
 
 
 
 
 
 
 
Stock compensation plans
981

 
—

 
1,202

 
—

Shares used for calculating diluted EPS attributable to common stock
139,316

 
141,785

 
141,447

 
132,954

 
 
 
 
 
 
 
 
Net Earnings Per Share:
 
 
 
 
 
 
 
Basic Net Earnings from Continuing Operations Per Share
$
0.83

 
$
(0.04
)
 
$
1.28

 
$
(0.30
)
Basic Net Earnings from Discontinued Operations Per Share
$
(0.42
)
 
$
0.39

 
$
0.01

 
$
0.68

Basic EPS
$
0.41

 
$
0.34

 
$
1.29

 
$
0.38

Diluted Net Earnings from Continuing Operations Per Share
$
0.82

 
$
(0.04
)
 
$
1.27

 
$
(0.30
)
Diluted Net Earnings from Discontinued Operations Per Share
$
(0.41
)
 
$
0.39

 
$
0.01

 
$
0.68

Diluted EPS
$
0.41

 
$
0.34

 
$
1.28

 
$
0.38


For additional information contact:

Investors:
Jonathan Doros, 214-583-8596
jonathan.doros@jacobs.com

Media:

15

Marietta Hannigan, 214-920-8035
marietta.hannigan@jacobs.com


[ END ]


16