SRA International, Inc. (NYSE: SRX), a leading provider of
technology and strategic consulting services and solutions to
government organizations, today announced operating results for the
third quarter of fiscal year (FY) 2011, which ended March 31,
2011.
Revenue for the quarter was $437.3 million, up 9.7% from $398.7
million in the third quarter of FY 2010. Operating income for the
quarter was $38.8 million, for an operating margin of 8.9%. Income
from continuing operations was $25.4 million, for a net margin of
5.8%. Diluted earnings per share (DEPS) from continuing operations
for the quarter were $0.43. Operating cash flow from continuing
operations for the quarter was $49.4 million.
On April 1, 2011, SRA announced that it had entered into a
definitive merger agreement under which SRA will be acquired by an
affiliate of Providence Equity Partners in an all-cash transaction.
Pursuant to terms of the agreement, SRA shareholders will receive
$31.25 in cash for each share of common stock.
The transaction is subject to approval of a majority of the
combined voting power of outstanding shares of SRA, as well as a
majority of the outstanding shares of SRA Class A Common Stock
(excluding shares beneficially owned by SRA Founder and Chairman
Dr. Ernst Volgenau), and other customary closing conditions and
regulatory approvals. The transaction is anticipated to close
during the first quarter of the SRA 2012 fiscal year, which begins
on July 1, 2011.
SRA management confirms that it is taking steps to divest its
subsidiary, Era Systems Corporation (Era), and its contract
research organization, SRA Global Clinical Development, LLC (GCD).
The results of both the Era and GCD subsidiaries are presented in
discontinued operations in SRA’s financial statements for the third
quarter of FY 2011.
In the third quarter, SRA incurred third party acquisition and
divestiture costs of approximately $4.2 million. These costs are
included in the selling, general & administrative line on the
income statement.
The effective income tax rate was 34.5% in the third quarter.
The effective rate benefited from state tax credits and exemptions
associated with our status as a Qualified High Technology Company
within Washington, DC, including $1.0 million related to prior
years.
Operating cash flow benefited from the Internal Revenue Service
approval in the second quarter of a tax accounting method change
allowing for the deferral of revenue recognition for tax purposes
related to certain types of unbilled receivables. The benefit was
approximately $37.5 million in fiscal year 2011 to date.
For additional details regarding our financial results for the
third quarter of fiscal 2011, we refer you to our Form 10-Q that
was filed today with the Securities and Exchange Commission.
Contract Awards
SRA won new business in the third quarter with a potential value
of $310 million, if all option years are exercised. As of March 31,
2011, the company’s backlog of signed business orders was $4.5
billion, and the funded portion of backlog was $769 million.
SRA was awarded several multiple-award, indefinite
delivery/indefinite quantity (IDIQ) contracts in the third quarter
that are expected to drive growth over time, but which are not
included in the company’s quarterly bookings figure or its
calculation of backlog as of quarter end. These include:
- Department of Justice. SRA and
recently-acquired Platinum Solutions, Inc. each have been awarded
the IDIQ Information Technology Support Services 4 (ITSS-4)
multi-award contract. There were 20 awardees on this multi-award
IDIQ, which has an estimated ceiling value of more than $1 billion,
with a base period of performance plus six option years.
- Environmental Protection Agency.
SRA is one of the awardees on the Environmental Protection Agency
(EPA) Information Technology Solutions – Business Information
Strategic Support (ITS-BISS) II contract, with a ceiling of $99.7
million over a five-year base period. The multi-award IDIQ is
managed by the EPA’s Office of Environmental Information.
About SRA International, Inc.
SRA and its subsidiaries are dedicated to solving complex
problems of global significance for government organizations and
commercial clients serving the national security, civil government,
health, and intelligence and space markets. Founded in 1978, the
company and its subsidiaries have expertise in such areas as cyber
security; disaster response planning; enterprise resource planning;
environmental strategies; IT systems, infrastructure and managed
services; learning technologies; logistics; public health
preparedness; public safety; strategic management consulting; and
systems engineering.
SRA and its subsidiaries employ approximately 7,000 employees
serving clients from its headquarters in Fairfax, Va., and offices
around the world. For additional information on SRA, please visit
www.sra.com.
Any statements in this press release about future expectations,
plans, and prospects for SRA, including statements about the
merger, the estimated value of the contract and work to be
performed, and other statements containing the words "estimates,"
"believes," "anticipates," "plans," "expects," "will," and similar
expressions, constitute forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995.
Factors or risks that could cause our actual results to differ
materially from the results we anticipate include, but are not
limited to: (i) the inability to complete the acquisition of SRA
(the “Merger”) by an affiliate of Providence Equity Partners LLC
(“Providence”) due to the failure (a) to obtain the requisite
stockholder approvals for the Merger contemplated by the merger
agreement; (b) to satisfy other conditions to the completion of the
Merger contemplated by the merger agreement, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction; or (c) to obtain the
necessary financing arrangements set forth in the debt and equity
commitment letters delivered pursuant to the merger agreement; (ii)
the outcome of any legal proceedings, regulatory proceedings or
enforcement matters that have been or may be instituted against us
and others relating to the Merger; (iii) the occurrence of any
other event, change or circumstance that could give rise to a
termination of the merger agreement; (iv) the fact that, if the
Merger is not consummated due to a breach of the merger agreement
by the affiliates of Providence that are parties to the merger
agreement, SRA’s remedy may be limited to receipt of a termination
fee of $112.9 million, and if the Merger is not consummated under
certain circumstances, SRA is not entitled to receive any such
termination fee; (v) if the merger agreement is terminated under
specified circumstances, SRA may be required to pay an affiliate of
Providence a termination fee of up to $47 million; (vi) the
diversion of management’s attention from ongoing business concerns
due to the announcement and pendency of the Merger; (vii) the
effect of the announcement of the Merger on our business
relationships, operating results and business generally; (viii) the
effect of the merger agreement’s contractual restrictions on the
conduct of our business prior to the completion of the Merger; (ix)
the possible adverse effect on the price of our common stock if the
Merger is not completed in a timely matter or at all; (x) the
amount of the costs, fees, expenses and charges related to the
Merger; (xi) reduced spending levels and changing budget priorities
of our largest customer, the United States federal government,
which accounts for more than 90% of our revenue; (xii) failure to
comply with complex laws and regulations, including but not limited
to the False Claims Act, the Federal Acquisition Regulations, the
Truth in Negotiations Act, the U.S. Government Cost Accounting
Standards and the Foreign Corrupt Practices Act; (xiii) possible
delays or overturning of our government contract awards due to bid
protests, loss of contract revenue or diminished opportunities
based on the existence of organizational conflicts of interest or
failure to perform by other companies on which we depend to deliver
products and services; (xiv) security threats, attacks or other
disruptions on our information infrastructure, and failure to
comply with complex network security and data privacy legal and
contractual obligations or to protect sensitive information; (xv)
risks from operating in international markets, such as those
resulting from economic, political, social and financial conditions
or unrest, unavailability of certain protections that would
typically be available under federal or common law, exposure to
international regulations or risks associated with operating in or
near hazardous areas; (xvi) inability or failure to adequately
protect our proprietary information or intellectual property rights
or violation of third party intellectual rights; (xvii) potential
for significant economic or personal liabilities resulting from
failures, errors, delays or defects associated with products,
services and systems we supply; (xviii) adverse changes in federal
government practices; (xix) appropriation uncertainties; (xx) price
reductions, reduced profitability or loss of market share due to
intense competition, including for U.S. government contracts or
recompetes, and commoditization of services we offer; (xxi) failure
of the customer to fund a contract or exercise options to extend
contacts, or our inability to successfully execute awarded
contracts; (xxii) any adverse results of audits and investigations
conducted by the Defense Contract Audit Agency or any of the
Inspectors General for various agencies with which we contract,
including, without limitation, any determination that our
contractor management information systems or contractor internal
control systems are deficient; (xxiii) difficulties accurately
estimating contract costs and contract performance requirements;
(xxiv) challenges in attracting and retaining key personnel or
high-quality employees, particularly those with security
clearances; (xxv) failure to manage acquisitions or divestures
successfully (including identifying and valuating acquisitions
targets, integrating acquired companies), losses associated with
divestures or our inability to effect divestitures at attractive
prices and on desired timelines; (xxvi) inadequate insurance
coverage; and (xxvii) pending litigation and any resulting
sanctions, including but not limited to penalties, compensatory
damages or suspension or debarment from future government
contracting.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements included in this press release represent our views as of
May 10, 2011. We anticipate that subsequent events and developments
will cause our views to change. However, while we may elect to
update these forward-looking statements at some point in the
future, we specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to May 10,
2011.
Important Additional Information
In connection with the proposed acquisition, SRA filed a
preliminary proxy statement and other relevant documents concerning
the acquisition with the SEC on April 18, 2011. When completed, a
definitive proxy statement and a form of proxy will be mailed to
shareholders of the Company. This press release does not constitute
a solicitation of any vote or approval. We urge investors to read
the proxy statement and any other documents to be filed with the
SEC in connection with the acquisition or incorporated by reference
in the proxy statement because they will contain important
information.
Investors will be able to obtain these documents free of charge
at the SEC’s Web site (www.sec.gov). In addition, documents filed
with the SEC by SRA will be available free of charge from SRA
International, Inc., c/o Investor Relations, 4350 Fair Lakes Court,
Fairfax, VA 22033, or by telephone at 703.502.7731 or by email to
Investor@sra.com.
The directors, executive officers and certain other members of
management and employees of SRA may be deemed “participants” in the
solicitation of proxies from stockholders of SRA in favor of the
acquisition. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the stockholders of SRA in connection with the proposed acquisition
will be set forth in the proxy statement and the other relevant
documents to be filed with the SEC. You can find information about
the SRA’s executive officers and directors in its Annual Report on
Form 10-K for the year ended June 30, 2010 and in its definitive
proxy statement filed with the SEC on September 17, 2010.
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