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8-K - FORM 8-K - Booz Allen Hamilton Holding Corpd251403d8k.htm
EX-99.1 - EX-99.1 - Booz Allen Hamilton Holding Corpd251403dex991.htm
Booz Allen Hamilton
Second Quarter Fiscal 2012
Booz Allen Hamilton
Second Quarter Fiscal 2012
November 3, 2011
November 3, 2011
Exhibit 99.2


2
Today’s Agenda
Today’s Agenda


3
Disclaimers
Disclaimers
Forward Looking Safe Harbor Statement
The
following
information
includes
“forward-looking
statements”
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995.
Examples
of
forward-looking
statements
include
information
concerning
Booz
Allen’s
preliminary
financial
results,
financial
outlook
and
guidance,
including
projected
Revenue,
Diluted
EPS,
and
Adjusted
Diluted
EPS,
as
well
as
any
other
statement
that
does
not
directly
relate
to
any
historical
or
current
fact.
In
some
cases,
you
can
identify
forward-looking  statements
by
terminology  such
as
“may,”
“will,”
“could,”
“should,”
“forecasts,”
“expects,”
“intends,”
“plans,”
“anticipates,”
“projects,”
“outlook,”
“believes,”
“estimates,”
“predicts,”
“potential,”
“continue,”
“preliminary,”
or the negative of these terms or other comparable terminology.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These
forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels
of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
These risks and other factors include: cost cutting initiatives and other efforts to reduce U.S. government spending, which could reduce or delay funding for orders for services especially in the
current political environment; delayed funding of our contracts due to delays in the completion of the U.S. government’s budgeting process and the use of continuing resolutions or related changes
in the pattern or timing of government funding and spending; any
issue that compromises our relationships with the U.S. government or damages our professional reputation; changes in U.S.
government spending and mission priorities that shift expenditures away from agencies or programs that we support; the size of our addressable markets and the amount of U.S. government
spending
on
private
contractors;
failure
to
comply
with
numerous
laws
and
regulations;
our
ability
to
compete
effectively
in
the
competitive
bidding
process
and
delays
caused
by
competitors’
protests of major contract awards received by us; the loss of GSA schedules or our position as prime contractor on GWACs; changes in the mix of our contracts and our ability to accurately estimate
or
otherwise
recover
expenses,
time
and
resources
for
our
contracts;
our
ability
to
generate
revenue
under
certain
of
our
contracts;
our
ability
to
realize
the
full
value
of
our
backlog
and
the
timing 
of
our
receipt
of
revenue
under
contracts
included
in
backlog;
changes
in
estimates
used
in
recognizing
revenue;
any
inability
to
attract,
train
or
retain
employees  with
the requisite skills, experience
and security clearances; an inability to hire, assimilate and deploy enough employees to serve our clients under existing contracts; an inability to effectively and timely utilize our employees and
professionals; failure by us or our employees to obtain and maintain necessary security clearances; the loss of members of senior management or failure to develop new
leaders;
misconduct
or
other
improper
activities
from
our
employees
or
subcontractors;
increased
competition
from
other
companies
in
our
industry;
failure
to
maintain
strong
relationships
with
other
contractors; inherent uncertainties and potential adverse developments in legal proceedings, including litigation, audits, reviews and investigations, which may result in materially adverse judgments,
settlements or other unfavorable outcomes; internal system or service failures and security breaches; risks related to our indebtedness and credit facilities which contain financial and operating
covenants; the adoption by the U.S. government of new laws, rules and regulations, such as those relating to organizational conflicts of interest issues; an inability to
utilize
existing
or
future
tax
benefits,
including
those
related
to
our
NOLs
and
stock-based
compensation
expense,
for
any
reason,
including
a
change
in
law;
and
variable
purchasing
patterns
under
U.S.
government
GSA
schedules,
blanket
purchase
agreements  and
ID/IQ  contracts.
Additional
information
concerning
these
and
other
factors
can
be
found
in
our
filings
with
the Securities
and Exchange Commission (SEC), including our Annual Report on Form 10K, filed with the SEC on June 8, 2011.  All forward-looking statements attributable to the company or
persons
acting
on
the
company’s
behalf
are
expressly
qualified
in
their
entirety
by
the
foregoing
cautionary
statements.
All
such
statements
speak
only
as
of
the
date
made
and,
except
as required
by law, the company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Note to Non-GAAP Financial Data Information
Booz Allen discloses in the following information Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income,  Adjusted Diluted EPS, and Free Cash Flow which are not recognized
measurements under GAAP, and when analyzing Booz Allen’s performance or liquidity as applicable, investors should (i) evaluate each adjustment in our reconciliation of Operating and Net Income
to Adjusted Operating Income, Adjusted EBITDA and Adjusted Net Income, and cash flow to free cash flow, and the explanatory footnotes regarding those adjustments, and (ii) use
Adjusted
EBITDA,
Adjusted
Net
Income,
Adjusted
Operating
Income,
and
Adjusted
Diluted
EPS
in
addition
to,
and
not
as
an
alternative
to
operating
income,
net
income
or
Diluted
EPS
as
a
measure of operating results with cash flow in addition to and not as an alternative to net cash generated from operating activities as a measure of liquidity, each as defined under GAAP.  The
Financial Appendix includes a reconciliation of Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, and Free Cash Flow to the most directly comparable
financial
measure
calculated
and
presented
in
accordance
with
GAAP.
Booz
Allen
presents
these
supplemental
performance
measures
because
it
believes
that
these
measures
provide investors
and securities analysts with important supplemental information with which to evaluate Booz Allen’s performance, long term earnings potential, or liquidity, as applicable and to enable them to
assess Booz Allen’s performance on the same basis as management. These supplemental performance and liquidity measurements may vary from and may not be comparable to similarly titled
measures by other companies in Booz Allen’s industry.


Fiscal Year 2012 Business Highlights
Fiscal Year 2012 Business Highlights
Growth in revenue and profitability in a challenging environment
Focused strategy for Commercial and International markets
Record high total backlog
Dynamic operating model to realign resources to growth markets
Helping clients succeed in their core missions during lean times
Ongoing recognition as a “Best Company to Work For”
4


5
Key Financial Highlights
Key Financial Highlights


6
Key Financial Highlights
Key Financial Highlights
Preliminary First Half 2012 Results


Value Drivers
Value Drivers
History of organic growth
Pursuit of quality growth in areas aligned to our client’s core missions
Margin expansion and a commitment to long term performance
Truly differentiated capabilities which span markets
Industry-leading talent and compelling approach to cybersecurity
Alignment of leadership talent and investment to growth markets
7


Outlook
Outlook
8


9
Financial Appendix
Financial Appendix


Booz Allen Hamilton Holding Corporation
Non-GAAP Financial Information
Booz Allen Hamilton Holding Corporation
Non-GAAP Financial Information
10
“Adjusted Operating Income”
represents Operating Income before (i) certain stock option-based and other equity-based
compensation expenses, (ii) the impact of the application of purchase accounting, (iii) adjustments related to the
amortization of intangible assets and (iv) any extraordinary, unusual or non-recurring items.  Booz Allen prepares
Adjusted Operating Income to eliminate the impact of items it does not consider indicative of ongoing operating
performance due to their inherent unusual, extraordinary or non-recurring nature or because they result from an event of
a similar nature.
“Adjusted EBITDA”
represents net income before income taxes, net interest and other expense and depreciation and
amortization and before certain other items, including: (i) certain stock option-based and other equity-based
compensation
expenses,
(ii)
transaction
costs,
fees,
losses,
and
expenses,
(iii)
the
impact
of
the
application
of
purchase
accounting and (iv) any extraordinary, unusual or non-recurring items. Booz Allen prepares Adjusted EBITDA to
eliminate
the
impact
of
items
it
does
not
consider
indicative
of
ongoing
operating
performance
due
to
their
inherent
unusual, extraordinary or non-recurring nature or because they result from an event of a similar nature.
“Adjusted Net Income”
represents net income before: (i) certain stock option-based and other equity-based
compensation
expenses,
(ii)
transaction
costs,
fees,
losses,
and
expenses,
including
fees
associated
with
debt
prepayments, (iii) the impact of the application of purchase accounting, (iv) adjustments related to the amortization of
intangible assets, (v) amortization or write-off of debt issuance costs and write-off of original issue discount, or OID, and
(vi) any extraordinary, unusual or non-recurring items, in each case net of the tax effect calculated using an assumed
effective tax rate. Booz Allen prepares Adjusted Net Income to eliminate the impact of items, net of tax, it does not
consider indicative of ongoing operating performance due to their inherent unusual, extraordinary or non-recurring nature
or because they result from an event of a similar nature.
“Adjusted Diluted EPS”
represents Diluted EPS calculated using Adjusted Net Income as opposed to Net Income.
“Free
Cash
Flow”
represents
the
net
cash
generated
from
operating
activities
less
the
impact
of
purchases
of
property
and equipment.


Booz Allen Hamilton Holding Corporation
Non-GAAP Financial Information
Booz Allen Hamilton Holding Corporation
Non-GAAP Financial Information
11
(Unaudited and in thousands, except per share data)
Three Months Ended
September 30,
Six Months Ended
September 30,
2011
2010
2011
2010
Adjusted Operating Income
Operating Income
$93,665
$71,909
$191,787
$160,654
Certain stock-based compensation expense (a)
2,274
9,771
9,171
23,115
Amortization of intangible assets (b)
4,091
7,161
8,182
14,319
Transaction expenses (c)
-
63
-
135
Adjusted Operating Income
$100,030
$88,904
$209,140
$198,223
EBITDA & Adjusted EBITDA
Net income
$75,332
$14,817
$126,468
$42,986
Income tax expense
10,190
11,459
44,440
31,375
Interest and other, net
8,143
45,633
20,879
86,293
Depreciation and amortization
18,536
19,588
36,394
38,972
EBITDA
112,201
91,497
228,181
199,626
Certain stock-based compensation expense (a)
2,274
9,771
9,171
23,115
Transaction expenses (c)
-
63
-
135
Adjusted EBITDA
$114,475
$101,331
$237,352
$222,876
Adjusted Net Income
Net income
$75,332
$14,817
$126,468
$42,986
Certain stock-based compensation expense (a)
2,274
9,771
9,171
23,115
Transaction expenses (c)
-
2,613
-
2,685
Amortization of intangible assets (b)
4,091
7,161
8,182
14,319
Amortization or write-off of debt issuance
costs and write-off of original issue discount
1,206
6,005
2,400
7,918
Net gain on sale of state and local transportation business (d)
(5,681)
-
(5,681)
-
Release of income tax reserves (e)
(23,584)
-
(24,048)
-
Adjustments for tax effect (f)
(3,028)
(10,220)
(7,901)
(19,215)
Adjusted Net Income
$50,610
$30,147
$108,591
$71,808
Adjusted Diluted Earnings Per Share
Weighted-average number of diluted shares outstanding
141,259,964
122,509,408
140,600,986
121,737,842
Adjusted Net Income per diluted share
$0.36
$0.25
$0.77
$0.59
Free Cash Flow
Net cash provided by operating activities
$123,273
$160,874
$177,117
$170,885
Less: Purchases of property and equipment
(26,039)
(22,744)
(43,640)
(38,957)
Free Cash Flow
$97,234
$138,130
$133,477
$131,928
(a) Reflects stock-based compensation expense
for options for Class A Common Stock and
restricted shares, in each case, issued in
connection with the acquisition under the Officers’
Rollover Stock Plan that was established in
connection
with
the
acquisition.
Also
reflects
stock-based compensation expense for Equity
Incentive Plan Class A Common Stock options
issued in connection with the acquisition  under
the Equity Incentive Plan that was established in
connection with the acquisition.
(b) Reflects amortization of intangible assets
resulting from the acquisition.
(c) Three and six months ended September 30,
2010 reflects certain external administrative and
other expenses incurred in connection with the
initial public offering.
(d) Three and six months ended September 30,
2011 reflects the gain on sale of our state and
local transportation business, net of the
associated tax benefit of $1.6 million.
(e) Three and six months ended September 30,
2011 reflects the release of income tax reserves,
net of taxes.
(f) Reflects tax effect of adjustments at an
assumed marginal tax rate of 40%.