Jacobs Reports Earnings for the Third Quarter of Fiscal 2019

DALLAS, Aug. 5, 2019 /PRNewswire/ -- Jacobs Engineering Group Inc. (NYSE: JEC) today announced its financial results for the fiscal third quarter ended June 28, 2019.

Q3 2019 Highlights:

    --  Gross revenue of $3.2 billion(1) grew 8.0% year-over-year; net revenue
        grew organically by 11.1%(2)
    --  EPS from continuing operations of $0.65, results impacted by higher
        restructuring and transaction costs
    --  Adjusted EPS from continuing operations of $1.40, up 13% year-over-year,
        including a discrete tax benefit
    --  Backlog increased $2.6 billion to $22.5 billion, up 8% on an organic
        basis(2)
    --  Increasing fiscal 2019 adjusted pro forma EPS outlook to $4.75 - $5.00
        (excluding full year ECR)(3)
    --  Completed $350 million of $1 billion share repurchase authorization
        through August 2nd

Jacobs' Chair and CEO Steve Demetriou commented, "Our strong third quarter results and increased earnings outlook are yet another example of driving an innovative culture, strengthening our execution discipline and scaling our global network of expertise. As we execute against our strategy, we are profitably winning a greater level of business in our existing sectors, while diversifying into new high margin growth opportunities. We are creating a company like no other, putting our knowledge and imagination together to shape the next generation of innovative solutions. Our KeyW acquisition is already delivering with a growing pipeline of new and enhanced opportunities as we bring the two organizations together."

Jacobs' CFO Kevin Berryman added, "We delivered another quarter of solid results across both lines of business with accelerating growth in our sales pipelines, during the most transformative period in our company's history. The CH2M integration has exceeded our revenue and cost targets and is on track to be completed by the end of calendar 2019. Our divestiture of ECR is moving into the final stages of separation. We are raising our fiscal 2019 outlook and now expect adjusted EBITDA in the range of $965 million - $1 billion and adjusted pro forma EPS of $4.75 - $5.00.(3) From a long-term standpoint, we have created a transformed business with a stronger balance sheet."



       
     Third Quarter Review




                               
     
        Fiscal 3Q 2019   
     
       Fiscal 3Q 2018    
         
             Change

                                                                                                    ---

          Revenue                  
          $3.2 billion     
         $2.9 billion      
           $0.3 billion

    ---                                                                                             ---

          Net Revenue              
          $2.6 billion     
         $2.4 billion      
           $0.2 billion

    ---                                                                                             ---

          GAAP Net
           Earnings from
           Continuing
           Operations               
          $89 million     
         $113 million    
         -$24 million

    ---                                                                                             ---

          GAAP Earnings
           Per Diluted
           Share (EPS)
           from Continuing
           Operations                            $0.65                   $0.79                     -$0.14

    ---

          Adjusted Net
           Earnings from
           Continuing
           Operations              
          $193 million     
         $178 million       
           $15 million

    ---                                                                                             ---

          Adjusted EPS
           from Continuing
           Operations                            $1.40                   $1.24                      $0.16

    ---

The company's adjusted net earnings from continuing operations and adjusted EPS from continuing operations for the third 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 3Q 2019   
       
                Fiscal 3Q 2018



        After-tax restructuring
         and other charges
         ($93.2 million and
         $30.1 million for the
         fiscal 2019 and 2018
         periods, respectively
         before income taxes)                
       $70 million ($0.51 per share)  
       $22 million ($0.15 per share)

    ---

        After-tax transaction
         costs incurred in
         connection with the
         closing of the CH2M and
         KeyW acquisitions
         ($13.3 million and $5.4
         million for the fiscal
         2019 and 2018 periods,
         respectively before
         income taxes)                       
       $10 million ($0.07 per share)   
       $4 million ($0.03 per share)

    ---

        Other adjustments
         include:                            
       $24 million ($0.17 per share)  
       $38 million ($0.27 per share)

         (a) addback of
          amortization of
          intangible assets of
          $18.4 million and $19.3
          million in the 2019 and
          2018 periods,
          respectively,

         (b) the allocation to
          discontinued operations                 sale of the ECR
          of estimated stranded                   business,
          corporate costs of $2.0
          million and $6.4
          million in the 2019 and
          2018 periods,
          respectively, that will
          be reimbursed or
          otherwise eliminated in
          connection with the

         (c) the allocation to
          discontinued operations                 million, respectively,
          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 $5.8
          million and $16.1

        (d) the reclassification
         of revenues under the                   million in remaining
         Company's Transition                    unreimbursed costs
         Services Agreement                      associated with the TSA
         (TSA) with                              during the fiscal 2019
         WorleyParsons of $14.1                  third quarter,
         million included in
         other income for U.S.
         GAAP reporting purposes
         to SG&A and the
         exclusion of $3.2

         (e) the add-back of
          charges resulting from                  quarter and
          the revaluation of
          certain deferred tax
          assets/liabilities in
          connection with U.S.
          tax reform of $5.3
          million in the 2018
          period and other income
          tax adjustments of $1.5
          million in the current

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

    ---

                     Adjusted EPS from
                      Continuing Operations 
       $193 million ($1.40 per share) 
       $178 million ($1.24 per share)

    ---



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

Fiscal third quarter 2019 earnings per share from continuing operations reflect an adjusted effective tax rate of 22.6%, excluding discrete tax items of 16 cents per share. Fiscal third quarter 2018 included an 8 cent benefit from discrete tax items.

Jacobs is hosting a conference call at 11:00 A.M. ET on Monday August 5, 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 June 12, 2019, Jacobs completed the previously announced acquisition of The KeyW Holding Corporation.

About Jacobs

Jacobs leads the global professional services sector providing 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 www.jacobs.com, LinkedIn, Twitter, Facebook 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. 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 quarters ended December 28, 2018 and 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.

(1)Reflects continuing operations as reported in accordance with GAAP.
(2)Excludes $23.9 million in revenue and $1.1 billion in backlog contribution from KeyW.
(3)Reconciliation of the adjusted pro forma EPS outlook 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, including with respect to the costs and charges relating to transaction expenses, restructuring and integration to be incurred in fiscal 2019.



       
                Financial Highlights:





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

    ---



                                                                                  For the Three Months Ended                                   For the Nine Months Ended


                                    Unaudited                     June 28, 2019                                          June 29, 2018                   June 28, 2019                   June 29, 2018

    ---                                                                                                                                                                  ---


       Revenues                                                                  $
              3,169,622                                $
           2,933,623                    $
             9,345,005      $
          7,587,916


        Direct cost of contracts                                    (2,543,488)                              (2,325,028)                                    (7,533,511)               (6,035,598)




       Gross profit                                                    626,134                                   608,595                                      1,811,494                 1,552,318


        Selling, general and
         administrative expenses                                      (536,180)                                (446,083)                                   (1,505,731)               (1,325,722)




       Operating Profit                                                 89,954                                   162,512                                        305,763                   226,596



       Other Income (Expense):



       Interest income                                                   3,398                                     1,277                                          7,172                     6,896



       Interest expense                                               (18,978)                                 (23,788)                                      (73,727)                 (50,107)


        Miscellaneous income
         (expense), net                                                  19,025                                     6,632                                         58,211                     5,195



        Total other (expense)
         income, net                                                      3,445                                  (15,879)                                       (8,344)                 (38,016)



        Earnings from Continuing
         Operations Before Taxes                                         93,399                                   146,633                                        297,419                   188,580


        Income Tax Benefit (Expense)
         for Continuing Operations                                        1,981                                  (31,174)                                      (12,829)                (110,230)



        Net Earnings of the Group
         from Continuing Operations                                      95,380                                   115,459                                        284,590                    78,350


        Net Earnings of the Group
         from Discontinued
         Operations                                                     435,684                                    34,612                                        438,837                   126,215



        Net Earnings of the Group                                       531,064                                   150,071                                        723,427                   204,565


        Net Earnings Attributable to
         Noncontrolling Interests
         from Continuing Operations                                     (6,015)                                  (2,123)                                      (15,578)                  (5,539)



        Net Earnings Attributable to
         Jacobs from Continuing
         Operations                                                      89,365                                   113,336                                        269,012                    72,811


        Net (Earnings) Losses
         Attributable to
         Noncontrolling Interests
         from Discontinued
         Operations                                                       (607)                                    2,274                                        (2,195)                    1,946



        Net Earnings Attributable to
         Jacobs from Discontinued
         Operations                                                                 $
              435,077                                   $
           36,886                      $
             436,642        $
          128,161



        Net Earnings Attributable to
         Jacobs                                                                     $
              524,442                                  $
           150,222                      $
             705,654        $
          200,972




       Net Earnings Per Share:


        Basic Net Earnings from
         Continuing Operations Per
         Share                                                                         $
              0.65                                     $
           0.79                         $
             1.93           $
          0.53


        Basic Net Earnings from
         Discontinued Operations Per
         Share                                                                         $
              3.18                                     $
           0.26                         $
             3.14           $
          0.94



        Basic Earnings Per Share                                                       $
              3.83                                     $
           1.05                         $
             5.07           $
          1.47





        Diluted Net Earnings from
         Continuing Operations Per
         Share                                                                         $
              0.65                                     $
           0.79                         $
             1.92           $
          0.53


        Diluted Net Earnings from
         Discontinued Operations Per
         Share                                                                         $
              3.15                                     $
           0.26                         $
             3.11           $
          0.93



        Diluted Earnings Per Share                                                     $
              3.80                                     $
           1.05                         $
             5.02           $
          1.46



       
                
                  
             Segment Information (in thousands):

    ---



                                                                                 For the Three Months Ended                                             For the Nine Months Ended


                                    Unaudited                     June 28, 2019                                        June 29, 2018                 June 28, 2019                    June 29, 2018

    ---                                                                                                                                                                           ---

        Revenues from External Customers:


        Aerospace, Technology
         and Nuclear                                                              $
              1,156,488                              $
        1,021,523                                                $
          3,251,024  $
       2,656,303


        Buildings,
         Infrastructure and
         Advanced Facilities                                          2,013,134                              1,912,100                                   6,093,981                                           4,931,613


        Pass Through Revenue                                          (533,935)                             (583,423)                                 (1,840,572)                                         (1,603,930)



        Buildings,
         Infrastructure and
         Advanced Facilities Net
         Revenue                                                                  $
              1,479,199                              $
        1,328,677                                                $
          4,253,409  $
       3,327,683




       Total Revenue                                                             $
              3,169,622                              $
        2,933,623                                                $
          9,345,005  $
       7,587,916




       Net Revenue                                                               $
              2,635,687                              $
        2,350,200                                                $
          7,504,433  $
       5,983,986





                                                                  For the Three Months Ended                                                            For the Nine Months Ended


                                                                  June 28, 2019                                        June 29, 2018                 June 28, 2019                    June 29, 2018

                                                                                                                                                                                  ---


       Segment Operating Profit:


        Aerospace, Technology
         and Nuclear                                                                 $
              76,306                                 $
        69,085                                                  $
          222,289    $
       182,609


        Buildings,
         Infrastructure and
         Advanced Facilities                                            183,318                                163,193                                     515,465                                             374,809



        Total Segment Operating
         Profit                                                         259,624                                232,278                                     737,754                                             557,418


        Other Corporate Expenses
         (1)                                                          (64,525)                              (34,802)                                  (185,674)                                          (131,163)


        Restructuring and Other
         Charges                                                       (92,407)                              (30,544)                                  (233,579)                                          (122,744)


        Transaction Costs                                              (12,738)                               (4,420)                                   (12,738)                                           (76,915)



        Total U.S. GAAP
         Operating Profit                                                89,954                                162,512                                     305,763                                             226,596


        Total Other (Expense)
         Income, net (2)                                                  3,445                               (15,879)                                    (8,344)                                           (38,016)



        Earnings from Continuing
         Operations Before Taxes                                                     $
              93,399                                $
        146,633                                                  $
          297,419    $
       188,580



               (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 $2.0 million
                and $6.4 million for the three-
                month periods ended June 28, 2019
                and June 29, 2018, respectively, and
                $14.8 million and $19.2 million for
                the nine-month periods ended June
                28, 2019 and June 29, 2018,
                respectively. Other corporate
                expenses also include intangibles
                amortization of $18.4 million and
                $19.3 million for the three-month
                periods ended June 28, 2019 and June
                29, 2018, respectively, and $55.7
                million and $49.1 million for the
                nine-month periods ended June 28,
                2019 and June 29, 2018,
                respectively.




               (2) Includes gain on the settlement
                of the CH2M retiree medical plans of
                $0.0 million and $34.6 million,
                respectively, and the amortization
                of deferred financing fees related
                to the CH2M acquisition of $0.5
                million and $1.5 million,
                respectively, for the three- and
                nine-month periods ended June 28,
                2019, as well as amortization of
                deferred financing fees related to
                the CH2M acquisition of $0.5 million
                and $1.2 million, respectively, for
                the three- and nine-month periods
                ended June 29, 2018. Also includes
                revenues under the Company's TSA
                with WorleyParsons of $14.1 million,
                respectively, for the three- and
                nine-month periods ended June 28,
                2019, for which the related costs
                are included in SG&A.



       
                
         
               Other Operational Information (in thousands):

    ---



                           Unaudited                                     For the Nine Months Ended

    ---

                           Continuing
                            Operations                       June 28, 2019                             June 29, 2018

                                                                                                   ---

        Depreciation (pre-
         tax)                                                                   $
              67,553               $
         69,663



        Amortization of
         Intangibles (pre-
         tax)                                                                   $
              55,732               $
         49,052



        Pass-Through
         Costs Included in
         Revenues                                                            $
              1,840,572            $
         1,603,930



        Capital
         Expenditures                                                           $
              97,466               $
         48,975



       
                
                  
                    Balance Sheet (in thousands):

    ---



                                    Unaudited                                      June 28, 2019                             September 28, 2018

    ---                                                                                                                ---


       
                ASSETS



       Current Assets:



       Cash and cash equivalents                                                                   $
        998,242                             $
          634,870


        Receivables and contract assets                                                2,779,189                   2,513,934



       Prepaid expenses and other                                                       695,810                     171,096



       Current assets held for sale                                                       2,704                   1,236,684




       Total current assets                                                           4,475,945                   4,556,584



        Property, Equipment and Improvements,
         net                                                                             305,266                     257,859




       Other Noncurrent Assets:



       Goodwill                                                                       5,370,741                   4,795,856



       Intangibles, net                                                                 694,117                     572,952



       Miscellaneous                                                                    768,102                     760,854


        Noncurrent assets held for sale                                                   27,091                   1,701,690




       Total other noncurrent assets                                                  6,860,051                   7,831,352



                                                                                                 $
        11,641,262                          $
          12,645,795




       
                LIABILITIES AND STOCKHOLDERS' EQUITY



       Current Liabilities:



       Short-term debt                                                                             $
        222,687                               $
          3,172



       Accounts payable                                                                 884,992                     776,189



       Accrued liabilities                                                            1,673,272                   1,167,002



       Contract liabilities                                                             506,394                     442,760


        Current liabilities held for sale                                                  2,103                     756,570




       Total current liabilities                                                      3,289,448                   3,145,693




       Long-term Debt                                                                 1,025,198                   2,144,167




       Other Deferred Liabilities                                                     1,218,499                   1,260,977



        Noncurrent Liabilities Held for Sale                                                   -                    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-135,848,893 shares and
                         142,217,933 shares as of June 28, 2019
                         and September 28, 2018, respectively                            135,849                     142,218



       Additional paid-in capital                                                     2,634,177                   2,708,839



       Retained earnings                                                              4,053,626                   3,809,991


        Accumulated other comprehensive loss                                           (763,589)                  (806,703)



        Total Jacobs stockholders' equity                                              6,060,063                   5,854,345



       Noncontrolling interests                                                          48,054                      90,009



        Total Group stockholders' equity                                               6,108,117                   5,944,354



                                                                                                 $
        11,641,262                          $
          12,645,795



       
                
                  
                    Statement of Cash Flow (in thousands):

    ---



                                                                                            For the Three Months Ended                                        For the Nine Months Ended


                                    Unaudited                                 June 28, 2019                                       June 29, 2018            June 28, 2019                    June 29, 2018

    ---                                                                                                                                                                                 ---


       Cash Flows from Operating Activities:


        Net earnings attributable to the
         Group                                                                                $
              531,064                               $
     150,071                                                $
           723,427  $
     204,565


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



       Depreciation and amortization:


        Property, equipment and
         improvements                                                                25,851                                29,576                                 69,663                                             88,715



       Intangible assets                                                            18,383                                22,447                                 56,346                                             58,495


        (Gain) Loss on disposal of ECR
         business                                                                 (917,697)                                                                  (917,697)


        (Gain) Loss on disposal of other
         businesses and investments                                                   9,608                                 (444)                                 9,608                                              (444)


        (Gain) Loss on investment in equity
         securities                                                                 (2,175)                                                                    (2,175)



       Stock based compensation                                                     18,425                                14,939                                 47,341                                             61,821


        Equity in earnings of operating
         ventures, net                                                              (2,307)                              (9,174)                               (7,632)                                           (8,387)


        (Gain) Losses on disposals of
         assets, net                                                                (1,732)                                6,138                                  1,998                                             10,055


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



       Deferred income taxes                                                        83,600                              (14,173)                                52,592                                            (7,374)


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


        Receivables and contract assets                                           (149,885)                            (144,474)                              (402,616)                                         (316,386)


        Prepaid expenses and other current
         assets                                                                    (41,734)                                7,981                                  5,999                                              5,620



       Accounts payable                                                             74,532                               120,741                                 67,778                                            138,713



       Accrued liabilities                                                       (103,416)                               28,708                              (161,179)                                             8,083



       Contract liabilities                                                        361,881                                 1,096                                419,762                                             34,695


         Other deferred liabilities                                                (80,707)                              (3,587)                             (129,468)                                          (21,007)



             Other, net                                                             11,228                                 4,901                               (19,439)                                             7,967



                  Net cash (used for) provided by
                   operating activities                                           (165,081)                              214,746                              (220,313)                                           268,950




       Cash Flows from Investing Activities:


        Additions to property and equipment                                        (45,190)                             (18,563)                             (106,670)                                          (63,408)


        Disposals of property and equipment
         and other assets                                                                60                                                                       7,300                                                428


        Distributions of capital from
         (contributions to) equity
         investees                                                                        -                               15,310                                (3,904)                                             7,614


        Acquisitions of businesses, net of
         cash acquired                                                            (575,110)                              (3,729)                             (575,110)                                       (1,488,546)


        Disposals of investment in equity
         securities                                                                  64,708                                                                      64,708


        Proceeds (payments) related to
         sales of businesses                                                      2,796,734                                                                   2,796,734                                              3,403


        Purchases of noncontrolling
         interests                                                                        -                                                                    (1,113)



                   Net cash provided by (used for)
                    investing activities                                          2,241,202                               (6,982)                             2,181,945                                        (1,540,509)




       Cash Flows from Financing Activities:


        Net (payments) proceeds from
         borrowings                                                             (1,895,959)                            (159,814)                            (1,200,388)                                          1,402,387



       Debt issuance costs                                                               -                                                                    (3,741)


        Proceeds from issuances of common
         stock                                                                       20,198                                 6,952                                 46,143                                             33,588



       Common stock repurchases                                                   (36,183)                                 (31)                             (524,618)                                           (2,982)


        Taxes paid on vested restricted
         stock                                                                      (5,870)                             (10,835)                              (26,187)                                          (27,975)


        Cash dividends, including to
         noncontrolling interests                                                  (25,867)                             (20,999)                              (82,257)                                          (65,232)



        Net cash provided by (used for)
         financing activities                                                   (1,943,681)                            (184,727)                            (1,791,048)                                          1,339,786



        Effect of Exchange Rate Changes                                              15,164                              (34,082)                                34,300                                           (18,008)



        Net Increase (decrease) in Cash and
         Cash Equivalents                                                           147,604                              (11,045)                               204,884                                             50,219


        Cash and Cash Equivalents at the
         Beginning of the Period                                                    850,638                               835,415                                793,358                                            774,151



        Cash and Cash Equivalents at the
         End of the Period                                                          998,242                               824,370                                998,242                                            824,370


        Less Cash and Cash Equivalents
         included in Assets held for Sale                                                 -                            (161,666)                                                                                (161,666)



        Cash and Cash Equivalents of
         Continuing Operations at the End
         of the Period                                                                        $
              998,242                               $
     662,704                                                $
           998,242  $
     662,704



       
                
            
     Backlog (in millions):

    ---



                                           June 28, 2019                   June 29, 2018

                                                                       ---

        Aerospace, Technology
         and Nuclear                                      $
      8,456                $
         7,147


        Buildings,
         Infrastructure and
         Advanced Facilities                      14,011            12,693


                    Total                                $
      22,467               $
         19,840

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 and adjusted EBITDA.

Adjusted net earnings from continuing operations and adjusted EPS from continuing operations 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, the ECR divestiture, the KeyW acquisition and other related cost reduction initiatives, which included involuntary terminations, costs associated with co-locating Jacobs and KeyW 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 KeyW and CH2M acquisitions 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; (ix) the reclassification of revenue under the Company's transition services agreement (TSA) included in other income for U.S. GAAP reporting purposes to SG&A and the exclusion of remaining unreimbursed costs associated with the TSA; (x) 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; and (xi) other income tax adjustments. Adjustments to derive adjusted net earnings from continuing operations and adjusted EPS from continuing operations are calculated on an after-tax basis. Adjusted EBITDA is calculated by adding depreciation expense to adjusted operating profit from continuing operations. 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 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 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 to the corresponding "adjusted" amounts. 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 (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.



       
                
            
             U.S. GAAP Reconciliation for the third quarter of fiscal 2019 and 2018

    ---



                                                                                                                                
             
        Three Months Ended


                                                                                                                                  
              
        June 28, 2019


                              Unaudited                     U.S. GAAP                                                  Effects of                             Effects of                          Other     Adjusted
                                                                                                         Restructuring                          Transaction                           Adjustments
                                                                                                          and Other                             Costs (1)                                         (2)
                                                                                                            Charges

    ---                                                                                                                                                                                                          ---


       Revenues                                                        $
              3,169,622                                                                
              $                                 
             $                         
              $                $
           3,169,622


        Pass through revenue                                        -                                                                                                                                                        (533,935)          (533,935)



        Net revenue                                         3,169,622                                                                                                                                                         (533,935)          2,635,687


        Direct cost of
         contracts                                        (2,543,488)                                                                 2,481                                                                                     533,935         (2,007,072)



        Gross profit                                          626,134                                                                  2,481                                                                                                        628,615


        Selling, general and
         administrative
         expenses                                           (536,180)                                                                89,926                                                       12,738                          37,714           (395,802)



        Operating Profit                                       89,954                                                                 92,407                                                       12,738                          37,714             232,813


        Total other (expense)
         income, net                                            3,445                                                                    831                                                          515                         (8,362)            (3,571)



        Earnings from
         Continuing
         Operations Before
         Taxes                                                 93,399                                                                 93,238                                                       13,253                          29,352             229,242


        Income Tax Benefit
         (Expense) for
         Continuing
         Operations                                             1,981                                                               (22,924)                                                      (3,259)                        (5,823)           (30,025)



        Net Earnings of the
         Group from
         Continuing
         Operations                                            95,380                                                                 70,314                                                        9,994                          23,529             199,217


        Net Earnings
         Attributable to
         Noncontrolling
         Interests from
         Continuing
         Operations                                           (6,015)                                                                                                                                                                             (6,015)



        Net Earnings from
         Continuing
         Operations
         attributable to
         Jacobs                                                89,365                                                                 70,314                                                        9,994                          23,529             193,202



        Net Earnings
         Attributable to
         Discontinued
         Operations                                           435,077                                                                  2,058                                                        2,447                         (7,823)            431,759



        Net earnings
         attributable to
         Jacobs                                                           $
              524,442                                                                             $
       72,372                                 $
              12,441                      $
       15,706    $
             624,961



        Diluted Net Earnings
         from Continuing
         Operations Per Share                                                $
              0.65                                                                               $
       0.51                                   $
              0.07                        $
       0.17       $
             1.40


        Diluted Net Earnings
         from Discontinued
         Operations Per Share                                                $
              3.15                                                                               $
       0.01                                   $
              0.02                      $
       (0.06)      $
             3.13



        Diluted Earnings Per
         Share                                                               $
              3.80                                                                               $
       0.52                                   $
              0.09                        $
       0.11       $
             4.53



        Operating profit
         margin                                        2.84
            %                                                                                                                                                   8.83
            %

                                                                                                                                                                                                                                          ===



               (1) Includes after-tax CH2M
                transaction costs and adjustments
                of $0.4 million, after-tax
                transaction costs associated with
                the sale of our ECR line of
                business of $2.4 million and after-
                tax transaction costs associated
                with the acquisition of KeyW of
                $9.6 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 $533.9 million, (b) the
                removal of amortization of
                intangible assets of $18.4 million,
                (c) the allocation to discontinued
                operations of estimated stranded
                corporate costs of $2.0 million for
                the month of April prior to the
                sale 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 month of April
                prior to the sale related to long-
                term debt that has been paid down
                as a result of the ECR sale of $5.8
                million, (e) 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 $2.6
                million, (f) the reclassification
                of revenues under the Company's TSA
                of $14.1 million included in other
                income for U.S. GAAP reporting
                purposes to SG&A and the exclusion
                of $3.2 million in remaining
                unreimbursed costs associated with
                this agreement, (g) other income
                tax adjustments of $1.5 million and
                (h) associated income tax expense
                adjustments for all the above pre-
                tax adjustment items.


                                                                                                      
        
              Three Months Ended


                                                                                                         
       
               June 29, 2018


                              Unaudited      U.S. GAAP                                Effects of                           Effects of                Other               Adjusted
                                                                         Restructuring                            CH2M                                  Adjustments
                                                                          and Other                            Transaction                                      (1)
                                                                            Charges                               Costs

    ---


       Revenues                                       $
          2,933,623                                                  
              $                                
              $                     
              $                  $
           2,933,623


        Pass through revenue                                                                                                                                                              (583,423)      (583,423)



        Net revenue                          2,933,623                                                                                                                                     (583,423)      2,350,200


        Direct cost of
         contracts                         (2,325,028)                                             2,576                                                                                     583,423     (1,739,029)



        Gross profit                           608,595                                              2,576                                                                                                    611,171


        Selling, general and
         administrative
         expenses                            (446,083)                                            27,967                                                       4,422                           25,699       (387,995)



        Operating Profit                       162,512                                             30,543                                                       4,422                           25,699         223,176


        Total other (expense)
         income, net                          (15,879)                                             (466)                                                        933                           16,069             657



        Earnings from
         Continuing
         Operations Before
         Taxes                                 146,633                                             30,077                                                       5,355                           41,768         223,833


        Income Tax Benefit
         (Expense) for
         Continuing
         Operations                           (31,174)                                           (7,433)                                                     (1,483)                         (3,478)       (43,568)



        Net Earnings of the
         Group from
         Continuing
         Operations                            115,459                                             22,644                                                       3,872                           38,290         180,265


        Net Earnings
         Attributable to
         Noncontrolling
         Interests from
         Continuing
         Operations                            (2,123)                                             (577)                                                                                                   (2,700)



        Net Earnings from
         Continuing
         Operations
         attributable to
         Jacobs                                113,336                                             22,067                                                       3,872                           38,290         177,565



        Net Earnings
         Attributable to
         Discontinued
         Operations                             36,886                                             12,683                                                                                    (14,800)         34,769



        Net earnings
         attributable to
         Jacobs                                          $
          150,222                                                                 $
       34,750                                $
              3,872                   $
        23,490    $
             212,334



        Diluted Net Earnings
         from Continuing
         Operations Per Share                               $
          0.79                                                                   $
       0.15                                 $
              0.03                     $
        0.27       $
             1.24


        Diluted Net Earnings
         from Discontinued
         Operations Per Share                               $
          0.26                                                                   $
       0.09                   
              $                                    $
        (0.10)      $
             0.24



        Diluted Earnings Per
         Share                                              $
          1.05                                                                   $
       0.24                                 $
              0.03                     $
        0.16       $
             1.48



        Operating profit
         margin                         5.54
            %                                                                                                                               9.50
            %



               (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 $583.4 million, (b) the removal of
                amortization of intangible assets of
                $22.4 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 $19.2
                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 $16.1
                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 $5.3 million and (g)
                associated income tax expense
                adjustments for all the above pre-
                tax adjustment items.


                                                                                 
              
              Nine Months Ended


                                                                                   
              
              June 28, 2019


                              Unaudited      U.S. GAAP                                Effects of                                    Effects of                             Other     Adjusted
                                                                         Restructuring                                  Transaction                           Adjustments
                                                                          and Other                                     Costs (1)                                            (2)
                                                                            Charges

    ---


       Revenues                                       $
          9,345,005                                                           
              $                                    
             $                     
              $                  $
           9,345,005


        Pass through revenue                                                                                                                                                                        (1,840,572)    (1,840,572)



        Net revenue                          9,345,005                                                                                                                                               (1,840,572)      7,504,433


        Direct cost of
         contracts                         (7,533,511)                                              1,969                                                                                              1,840,572     (5,690,970)



        Gross profit                         1,811,494                                               1,969                                                                                                             1,813,463


        Selling, general and
         administrative
         expenses                          (1,505,731)                                            231,610                                                                  12,738                          87,863     (1,173,520)



        Operating Profit                       305,763                                             233,579                                                                  12,738                          87,863         639,943


        Total other (expense)
         income, net                           (8,344)                                           (28,460)                                                                   1,544                          28,109         (7,151)



        Earnings from
         Continuing
         Operations Before
         Taxes                                 297,419                                             205,119                                                                  14,282                         115,972         632,792


        Income Tax Expense
         for Continuing
         Operations                           (12,829)                                           (44,443)                                                                 (3,509)                       (53,782)      (114,563)



        Net Earnings of the
         Group from
         Continuing
         Operations                            284,590                                             160,676                                                                  10,773                          62,190         518,229


        Net (Earnings) Loss
         Attributable to
         Noncontrolling
         Interests from
         Continuing
         Operations                           (15,578)                                                                                                                                                                (15,578)



        Net Earnings from
         Continuing
         Operations
         attributable to
         Jacobs                                269,012                                             160,676                                                                  10,773                          62,190         502,651



        Net Earnings
         Attributable to
         Discontinued
         Operations                            436,642                                               (587)                                                                  8,948                        (55,622)        389,381



        Net earnings
         attributable to
         Jacobs                                          $
          705,654                                                                        $
        160,089                                  $
              19,721                    $
        6,568    $
             892,032



        Diluted Net Earnings
         from Continuing
         Operations Per Share                               $
          1.92                                                                           $
        1.14                                    $
              0.08                     $
        0.44       $
             3.58


        Diluted Net Earnings
         from Discontinued
         Operations Per Share                               $
          3.11                                                           
              $                                                 $
              0.06                   $
        (0.40)      $
             2.77



        Diluted Earnings Per
         Share                                              $
          5.02                                                                           $
        1.14                                    $
              0.14                     $
        0.05       $
             6.35



        Operating profit
         margin                         3.27
            %                                                                                                                                           8.53
            %



               (1) Includes after-tax CH2M
                transaction costs and adjustments of
                $1.2 million, after-tax transaction
                costs associated with the sale of our
                ECR line of business of $8.9 million
                and after-tax transaction costs
                associated with the acquisition of
                KeyW of $9.6 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 $1.84 billion, (b) the removal of
                amortization of intangible assets of
                $55.7 million, (c) the allocation to
                discontinued operations of estimated
                stranded corporate costs of $14.8
                million for the month of April prior
                to the sale 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
                month of April prior to the sale
                related to long-term debt that has
                been paid down as a result of the ECR
                sale of $42.3 million, (e) the
                exclusion of approximately $37.0
                million in one-time favorable income
                tax adjustment from the second
                quarter 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 other
                adjustments of $1.5 million,  (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 $17.3
                million, (h) the reclassification of
                revenues under the Company's TSA of
                $14.1 million included in other
                income for U.S. GAAP reporting
                purposes to SG&A and the exclusion of
                $3.2 million in remaining
                unreimbursed costs associated with
                this agreement and (i) associated
                income tax expense adjustments for
                all the above pre-tax adjustment
                items.


                                                                             
              
              Nine Months Ended


                                                                               
              
              June 29, 2018


                              Unaudited      U.S. GAAP                                Effects of                                 Effects of                                  Other                      Adjusted
                                                                         Restructuring                                  CH2M                                  Adjustments
                                                                          and Other                                  Transaction                                        (1)
                                                                            Charges                                     Costs

    ---


       Revenues                                       $
          7,587,916                                                        
              $                                
          $                             
              $                  $
           7,587,916


        Pass through revenue                                                                                                                                                               (1,603,930)           (1,603,930)



        Net revenue                          7,587,916                                                                                                                                      (1,603,930)             5,983,986


        Direct cost of
         contracts                         (6,035,598)                                              2,576                                                                                     1,603,930            (4,429,092)



        Gross profit                         1,552,318                                               2,576                                                                                                           1,554,894


        Selling, general and
         administrative
         expenses                          (1,325,722)                                            120,168                                                    76,915                               68,252            (1,060,387)



        Operating Profit                       226,596                                             122,744                                                    76,915                               68,252                494,507


        Total other (expense)
         income, net                          (38,016)                                                                                                       1,189                               33,205                (3,622)



        Earnings from
         Continuing
         Operations Before
         Taxes                                 188,580                                             122,744                                                    78,104                              101,457                490,885


        Income Tax Expense
         for Continuing
         Operations                          (110,230)                                           (31,352)                                                  (19,363)                              51,210              (109,735)



        Net Earnings of the
         Group from
         Continuing
         Operations                             78,350                                              91,392                                                    58,741                              152,667                381,150


        Net (Earnings) Loss
         Attributable to
         Noncontrolling
         Interests from
         Continuing
         Operations                            (5,539)                                              (577)                                                                                                            (6,116)



        Net Earnings from
         Continuing
         Operations
         attributable to
         Jacobs                                 72,811                                              90,815                                                    58,741                              152,667                375,034



        Net Earnings
         Attributable to
         Discontinued
         Operations                            128,161                                               9,794                                                                                      (32,607)               105,348



        Net earnings
         attributable to
         Jacobs                                          $
          200,972                                                                     $
        100,609                            $
              58,741                         $
        120,060    $
             480,382



        Diluted Net Earnings
         from Continuing
         Operations Per Share                               $
          0.53                                                                        $
        0.66                              $
              0.43                            $
        1.11       $
             2.72


        Diluted Net Earnings
         from Discontinued
         Operations Per Share                               $
          0.93                                                                        $
        0.07                   
          $                                            $
        (0.24)      $
             0.76



        Diluted Earnings Per
         Share                                              $
          1.46                                                                        $
        0.73                              $
              0.43                            $
        0.87       $
             3.49



        Operating profit
         margin                         2.99
            %                                                                                                                                  8.26
            %



               (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 $1.60 billion; (b) the removal of
                amortization of intangible assets of
                $58.5 million, (c) the allocation to
                discontinued operations of estimated
                stranded corporate costs of $19.2
                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 $51.2
                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 $33.2
                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 $74.7 million and (g)
                associated income tax expense
                adjustments for all the above pre-
                tax adjustment items.



       
                
                  Earnings Per Share:

    ---



                                                                          Three Months Ended                                          Nine Months Ended


                                    Unaudited               June 28, 2019                             June 29, 2018               June 28, 2019             June 29, 2018

    ---                                                                                                                                                 ---

                     Numerator for Basic and Diluted EPS:


        Net earnings (loss)
         attributable to Jacobs
         from continuing
         operations                                                        $
              89,365                       $
        113,336                                        $
        269,012           $
        72,811


        Net earnings (loss) from
         continuing operations
         allocated to
         participating securities                                   (105)                      (475)                                (444)                                      (325)



                     Net earnings (loss) from
                      continuing operations
                      allocated to common stock
                      for EPS calculation                                  $
              89,260                       $
        112,861                                        $
        268,568           $
        72,486





        Net earnings (loss)
         attributable to Jacobs
         from discontinued
         operations                                                       $
              435,077                        $
        36,886                              436,642                  128,161


        Net earnings (loss) from
         discontinued operations
         allocated to
         participating securities                                   (513)                      (155)                                (720)                                      (573)



                     Net earnings (loss) from
                      discontinued operations
                      allocated to common stock
                      for EPS calculation                                 $
              434,564                        $
        36,731                                        $
        435,922          $
        127,588





                     Net earnings allocated to
                      common stock for EPS
                      calculation                                         $
              523,824                       $
        149,592                                        $
        704,490          $
        200,074





                     Denominator for Basic and Diluted EPS:


        Weighted average basic
         shares                                                   136,772                     142,612                               139,263                                     136,717


        Shares allocated to
         participating securities                                   (161)                      (597)                                (230)                                      (743)



                     Shares used for
                      calculating basic EPS
                      attributable to common
                      stock                                       136,611                     142,015                               139,033                                     135,974





                     Effect of dilutive securities:


        Stock compensation plans                                    1,212                       1,014                                 1,206                                       1,028



                     Shares used for
                      calculating diluted EPS
                      attributable to common
                      stock                                       137,823                     143,029                               140,239                                     137,002





                     Net Earnings Per Share:


        Basic Net Earnings from
         Continuing Operations Per
         Share                                                               $
              0.65                          $
        0.79                                           $
        1.93             $
        0.53


        Basic Net Earnings from
         Discontinued Operations
         Per Share                                                           $
              3.18                          $
        0.26                                           $
        3.14             $
        0.94



                     Basic EPS                                               $
              3.83                          $
        1.05                                           $
        5.07             $
        1.47



        Diluted Net Earnings from
         Continuing Operations Per
         Share                                                               $
              0.65                          $
        0.79                                           $
        1.92             $
        0.53


        Diluted Net Earnings from
         Discontinued Operations
         Per Share                                                           $
              3.15                          $
        0.26                                           $
        3.11             $
        0.93


                     Diluted EPS                                             $
              3.80                          $
        1.05                                           $
        5.02             $
        1.46

For additional information contact:

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

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

View original content to download multimedia:http://www.prnewswire.com/news-releases/jacobs-reports-earnings-for-the-third-quarter-of-fiscal-2019-300896088.html

SOURCE Jacobs