Business Acquisition | 3 Months Ended |
Mar. 31, 2015 |
Business Combinations [Abstract] | |
Business Acquisition | Business Acquisitions |
TASC Acquisition |
On February 26, 2015, we completed the acquisition of TASC, a leading professional services provider to the national security and public safety markets, in an all-stock transaction. We acquired TASC to further diversify our portfolio to add leading positions with U.S. national security and public safety agency customers, including, the NGA, NSA, DIA, and other intelligence community agencies. We also added space-related agency customers such as the NRO, NASA, and U.S. Air Force. The acquisition of TASC also enhanced our market position with DHS, DTRA, FAA, and MDA. TASC had approximately 4,000 employees located throughout the United States as of February 26, 2015. |
The business combination was effected through a new holding company named New East Holdings, Inc. (New Engility). As a result of the business combination, New Engility succeeded to and continues to operate, directly or indirectly, the existing business of Engility and, indirectly, acquired the existing business of TASC. Accordingly, the combined companies now operate under New East Holdings, Inc. which was renamed “Engility Holdings, Inc.” upon the closing of the acquisition. The New Engility common stock, similar to the predecessor Engility common stock, trades on the New York Stock Exchange (NYSE) under the symbol “EGL.” |
As a result of the acquisition of TASC, former TASC stockholders held approximately 52% of our shares of common stock outstanding as of February 26, 2015, the closing date of the acquisition. |
As a condition to the merger, we entered into a Stockholders Agreement, dated February 26, 2015, with Birch Partners, LP (Birch), and for the limited purposes set forth therein, certain investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (KKR) and certain investment funds affiliated with General Atlantic LLC (GA) (the Stockholders Agreement). The Stockholders Agreement establishes certain rights, restrictions and obligations of Birch, KKR and GA, and sets forth certain governance and other arrangements relating to Engility, including the right of Birch to designate (i) four directors for nomination to our board of directors for so long as each of KKR and GA (including their respective affiliates) beneficially own at least 50% of the shares of our common stock it owned as of the date of the Stockholders Agreement and (ii) two directors for nomination to our board of directors for so long as each of KKR and GA (including their respective affiliates) beneficially own at least 25% of the shares of our common stock it owned as of the date of the Stockholders Agreement. |
In connection with the acquisition, we issued 18,937,765 shares of Engility common stock on February 26, 2015 valued at approximately $663 million, and we assumed debt with an estimated fair value of $623 million. Engility declared a special cash dividend payable to shareholders of record as of immediately prior to the closing of the TASC transaction (the Cash Dividend), including holders of all outstanding RSUs and Performance Shares upon vesting, in the amount of $207 million, or $11.434 per share. For holders of unvested RSUs and Performance Shares, the Cash Dividend accrued on such grants and will be delivered to the holders upon the vesting of such grants. For the quarter ended March 31, 2015, Engility paid $201 million pursuant to the Cash Dividend to shareholders and holders of vested RSUs and options. The remaining Cash Dividend balance of $5 million will be paid to holders upon the vesting of their outstanding RSUs and Performance Shares. |
We accounted for the acquisition of TASC Parent Corporation as a business combination under ASC 805 with Engility as the accounting acquirer. We determined Engility was the accounting acquirer in accordance with ASC 805-10-25-5 as Engility gained control of TASC upon completion of the merger. To make this determination we considered factors as indicated in ASC 805-10-55, including which entity issued equity interests to effect the combination, board of director composition, shareholder ownership, voting control, restrictions on shareholder voting rights, anticipated management positions and the relative size of the two companies. Engility issued its equity to effect the combination, which is usually done by the acquirer. The post-acquisition board of directors is comprised of eleven individuals, seven of whom are the Engility directors and the remaining four of whom are designated by Birch Partners, LP (Birch), the holder of approximately 99% of the outstanding common stock of TASC prior to the acquisition. While the shareholders of TASC own approximately 52% of the combined company common stock following the closing of the transaction, Birch executed, at the closing of the transaction, a stockholders agreement agreeing to vote (i) until it no longer has any director nomination rights, with respect to the election of directors, all of its shares in the same manner as, and in the same proportion to, all shares as voted by Engility stockholders (excluding the votes of Birch), other than with respect to its four director nominees; and (ii) with respect to all other proposals, all of its shares in excess of 30% of the total voting power of all issued and outstanding shares of the combined company (between 21% and 21.5% initially) in the same manner as, and in the same proportion to, all shares as voted by Engility stockholders (excluding the votes of Birch). Thus, with respect to proposals other than the election of directors, Birch only controls and is able to independently vote an aggregate of 30% of the outstanding shares of the combined company. Birch is not be able to transfer ownership for years one through three following the closing of the transaction and is limited in years four through six. The combined Engility company is led by Engility’s current President and Chief Executive Officer, Anthony Smeraglinolo, and John Hynes, TASC’s former President and Chief Executive Officer, became the Chief Operating Officer of the combined company, reporting to Mr. Smeraglinolo. Another consideration was the relative size of the two companies. Engility had greater revenue, total assets, earnings before interest, taxes, depreciation, and amortization (EBITDA), pre-tax income and employees. All of the above mentioned factors have led us to conclude that Engility was the accounting acquirer. |
We are in the process of finalizing the valuation of the TASC-related assets acquired and liabilities assumed, in particular those requiring significant judgment including evaluating lease values, liabilities, and reserves. The preliminary allocation of purchase price is as follows: |
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Number of Engility shares issued | | 18,937,765 | | |
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Share price on February 26, 2015 | $ | 46.45 | | | |
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Dividend payable to Engility shareholders | 11.434 | | | |
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Value of Engility shares issued to TASC shareholders | | $ | 35.016 | | |
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Equity consideration | | | $ | 663,125 | |
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Cash | | | $ | 25,478 | |
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Receivables | | | 147,972 | |
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Prepaid and deferred income taxes, current | | | 22,106 | |
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Other current assets | | | 26,026 | |
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Property, plant and equipment | | | 15,835 | |
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Deferred tax assets | | | 177,889 | |
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Other assets | | | 5,096 | |
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Current portion of long-term debt | | | (4,097 | ) |
Accounts payable, trade | | | (34,403 | ) |
Accrued employment costs | | | (92,396 | ) |
Accrued expenses | | | (32,520 | ) |
Advance payments and billings in excess of costs incurred | | | (18,004 | ) |
Deferred income taxes, current and income taxes payable | | | (247 | ) |
Other current liabilities | | | (31,301 | ) |
Long-term debt | | | (619,227 | ) |
Other long-term liabilities | | | (24,446 | ) |
Identifiable intangible assets | | | 360,400 | |
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Goodwill | | | 738,964 | |
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| | | $ | 663,125 | |
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The goodwill arising from the TASC acquisition consists largely of the specialized nature of the workforce as well as the synergies and economies of scale expected from combining the operations of Engility and TASC and their respective subsidiaries. The goodwill arising from the TASC acquisition is not tax deductible. |
The valuation of the identified intangible assets acquired is summarized below: |
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| Useful Life (years) | | | | | | |
Customer contractual relationships | 15 | | $ | 335,700 | | | | | |
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Contractual backlog | 1 | | 17,700 | | | | | |
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Technology | 15 | | 7,000 | | | | | |
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Total intangible assets | | | $ | 360,400 | | | | | |
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From the date of acquisition, February 26, 2015, through March 31, 2015, TASC generated $99 million of revenue and operating net loss of $6 million. During the three months ended March 31, 2015, we incurred $28 million of acquisition-related costs which are reflected in selling, general and administrative expenses. |
The following pro forma results of operations have been prepared as though the acquisition of TASC had occurred on January 1, 2014. These pro forma results include adjustments for (1) amortization expense for the estimated identifiable intangible assets in the preliminary allocation of purchase price, (2) the removal of historical TASC amortization expense, (3) adjustments to conform TASC policies to Engility's policies related to the timing and recognition of certain contract revenue and costs, (4) the alignment of TASC’s financial calendar to that of Engility’s and 5) the removal of acquisition-related expenses incurred and recorded in each of TASC and Engility’s results of operations in the three months ended March 31, 2015, and a related adjustment to record such costs in the three months ended March 31, 2014. |
The pro forma results of operations also include adjustments to reflect the acquisition of DRC, which was acquired January 31, 2014, as though the acquisition occurred on January 1, 2013. These pro forma results include adjustments for (1) amortization expense for the identifiable intangible assets in the final purchase price allocation, (2) the removal of historical DRC amortization expense, and (3) the removal of acquisition-related expenses incurred and recorded on each of DRC and Engility’s results of operations in the three months ended March 31, 2014. |
This pro forma information does not purport to be indicative of the results of operations that would have been attained had the acquisitions been made as of January 1, 2014 and January 1, 2013 respectively, or of results of operations that may occur in the future. |
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| Three Months Ended | | |
| March 31, 2015 | | March 31, 2014 | | |
Revenue | $ | 561,935 | | | $ | 637,300 | | | |
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Operating income (loss) | 26,801 | | | (8,156 | ) | | |
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DRC Acquisition |
On January 31, 2014, we completed the acquisition of DRC pursuant to a definitive agreement dated December 20, 2013. We paid $11.50 per share for DRC, for an aggregate purchase price of approximately $207 million in cash (including the retirement of approximately $86 million of indebtedness of DRC). As a result of the acquisition, DRC is now an indirect wholly-owned subsidiary of Engility. |
DRC is a leading provider of innovative management consulting, engineering, technical, information technology services and solutions to federal and state governments. We acquired DRC to create a stronger, more efficient organization to support our customers with a wider range of specialized technology and mission expertise. This acquisition is consistent with our strategy to expand our addressable market, customer base and capabilities. In addition, it increased our access to key contract vehicles, added scale to our business and further diversified our revenue base. |
The final allocation of purchase price is as follows: |
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Cash consideration | $ | 207,250 | | | | | | | |
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Receivables | $ | 43,246 | | | | | | | |
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Other current assets | 2,135 | | | | | | | |
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Property, plant and equipment | 8,604 | | | | | | | |
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Other assets | 5,985 | | | | | | | |
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Accounts payable, trade | (15,436 | ) | | | | | | |
Accrued employment costs | (16,845 | ) | | | | | | |
Accrued expenses | (4,735 | ) | | | | | | |
Advance payments and billings in excess of costs incurred | (309 | ) | | | | | | |
Deferred income taxes, current and income taxes payable | 1,208 | | | | | | | |
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Other current liabilities | (4,041 | ) | | | | | | |
Income tax payable | (800 | ) | | | | | | |
Other long-term liabilities | (24,912 | ) | | | | | | |
Identifiable intangible assets | 46,200 | | | | | | | |
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Goodwill | 166,950 | | | | | | | |
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| $ | 207,250 | | | | | | | |
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The goodwill arising from the DRC acquisition consists largely of the specialized nature of the workforce as well as the synergies and economies of scale expected from combining the operations of Engility and DRC and their respective subsidiaries. The goodwill arising from the DRC acquisition is not tax deductible. |
The valuation of the identified intangible assets acquired is summarized below: |
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| Useful Life (years) | | | | | | |
Customer contractual relationships | 16 | | $ | 42,100 | | | | | |
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Contractual backlog | 1 | | 4,100 | | | | | |
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Total intangible assets | | | $ | 46,200 | | | | | |
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From the date of acquisition, January 31, 2014, through March 31, 2014, DRC generated $39 million of revenue and operating net loss of $1 million. |