|
|
|
|
|
Delaware
|
|
001-34460
|
|
13-3818604
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
Exhibit
No.
|
|
Exhibit Description
|
2.1#†
|
|
Stock Purchase Agreement, dated May 31, 2015, by and among Kratos Defense & Security Solutions, Inc., Herley Industries, Inc., Ultra Electronics Defense Inc. and Ultra Electronics Holdings plc (incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2015, filed with the SEC on August 6, 2015).
|
10.1
|
|
Fourth Amendment to Credit and Security Agreement, dated August 19, 2015, among Kratos Defense & Security Solutions, Inc., as Borrower, each of the Credit Parties and Required Lenders party thereto and SunTrust Bank as Agent.
|
99.1
|
|
Press release, dated August 24, 2015
|
99.2
|
|
Press release, dated August 24, 2015
|
99.3
|
|
Unaudited pro forma condensed consolidated statements of operations for the fiscal years ended December 28, 2014, December 29, 2013, and December 30, 2012, of Kratos Defense & Security Solutions, Inc.
|
|
Kratos Defense & Security Solutions, Inc
.
|
|
Date: August 24, 2015
|
|
|
|
By:
|
/s/ Deborah S. Butera
|
|
Name:
|
Deborah S. Butera
|
|
Title:
|
Senior Vice President, General Counsel/Registered In-House Counsel, Chief Compliance Officer, and Secretary
|
Exhibit
No.
|
|
Exhibit Description
|
2.1#†
|
|
Stock Purchase Agreement, dated May 31, 2015, by and among Kratos Defense & Security Solutions, Inc., Herley Industries, Inc., Ultra Electronics Defense Inc. and Ultra Electronics Holdings plc (incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2015, filed with the SEC on August 6, 2015).
|
10.1
|
|
Fourth Amendment to Credit and Security Agreement, dated August 19, 2015, among Kratos Defense & Security Solutions, Inc., as Borrower, each of the Credit Parties and Required Lenders party thereto and SunTrust Bank as Agent.
|
99.1
|
|
Press release, dated August 24, 2015
|
99.2
|
|
Press release, dated August 24, 2015
|
99.3
|
|
Unaudited pro forma condensed consolidated statements of operations for the fiscal years ended December 28, 2014, December 29, 2013, and December 30, 2012, of Kratos Defense & Security Solutions, Inc.
|
Category
|
Ratio
|
(A) If on such date the
ratio
of (1) the sum of (xx) the outstanding principal amount of Revolving Loans
plus
(yy) the outstanding amount of Swingline Exposure
plus
(zz) the amount of Letter of Credit Exposure in excess of the sum of (1) $17,000,000
plus
(2) the LC Escrow Amount,
to
(2) (xx) the amount of the Revolving Credit Commitment
minus
(yy) the amount of the Herley Disposition Proceeds Reinvestment Reserve, is greater than 0.00% but less than 15.00%:
|
(A) 1.05 to 1.00
|
(B) If on such date the
ratio
of (1) the sum of (xx) the outstanding principal amount of Revolving Loans
plus
(yy) the outstanding amount of Swingline Exposure
plus
(zz) the amount of Letter of Credit Exposure in excess of the sum of (1) $17,000,000
plus
(2) the LC Escrow Amount,
to
(2) (xx) the amount of the Revolving Credit Commitment
minus
(yy) the amount of the Herley Disposition Proceeds Reinvestment Reserve, is equal to or greater than 15.00% but less than 25.00%:
|
(B) 1.10 to 1.00
|
(C) In all other cases:
|
(C) 1.15 to 1.00
|
|
AVTEC SYSTEMS, INC.
BSC PARTNERS, LLC
CARLSBAD ISI, INC.
COMPOSITE ENGINEERING, INC.
DEFENSE SYSTEMS, INCORPORATED
HAVERSTICK CONSULTING, INC.
HGS HOLDINGS, INC.
DTI ASSOCIATES, INC.
HAVERSTICK GOVERNMENT SOLUTIONS,
INC.
ROCKET SUPPORT SERVICES, LLC
JMA ASSOCIATES, INC.
MADISON RESEARCH CORPORATION
GICHNER SYSTEMS GROUP, INC.
GICHNER SYSTEMS INTERNATIONAL, INC.
CHARLESTON MARINE CONTAINERS INC.
DALLASTOWN REALTY I, LLC DALLASTOWN REALTY II, LLC
DEI SERVICES CORPORATION
SCT ACQUISITION, LLC
SCT REAL ESTATE, LLC
KPSS GOVERNMENT SOLUTIONS, INC.
KRATOS INTEGRAL HOLDINGS, LLC
KRATOS INTEGRAL SYSTEMS INTERNATIONAL, INC.
KRATOS NETWORKS, INC.
KRATOS SYSTEMS AND SOLUTIONS, INC.
KRATOS DEFENSE & ROCKET SUPPORT SERVICES, INC.
KRATOS PUBLIC SAFETY & SECURITY
SOLUTIONS, INC.
KRATOS SOUTHEAST, INC.
KRATOS TEXAS, INC.
WFI NMC CORP.
KRATOS TECHNOLOGY & TRAINING
SOLUTIONS, INC.
KRATOS UNMANNED SYSTEMS SOLUTIONS, INC.
By:
Deanna H. Lund Executive Vice President & Chief Financial Officer |
|
REALITY BASED IT SERVICES, LTD.
SHADOW I, INC.
SHADOW II, INC.
DIGITAL FUSION, INC.
DIGITAL FUSION SOLUTIONS, INC.
SUMMIT RESEARCH CORPORATION
HENRY BROS. ELECTRONICS, INC.,
a Delaware corporation
HENRY BROS. ELECTRONICS, INC.,
a Colorado corporation
HENRY BROS. ELECTRONICS, INC.,
a New Jersey corporation
HENRY BROS. ELECTRONICS, INC.,
a California corporation
DIVERSIFIED SECURITY SOLUTIONS, INC.
HENRY BROS. ELECTRONICS, L.L.C.
NATIONAL SAFE OF CALIFORNIA
LVDM, INC.
AIRORLITE COMMUNICATIONS, INC.
HERLEY INDUSTRIES, INC.
GENERAL MICROWAVE CORPORATION
GENERAL MICROWAVE ISRAEL
CORPORATION
HERLEY CTI, INC.
STAPOR RESEARCH, INC.
MSI ACQUISITION CORP.
MICRO SYSTEMS, INC.
HERLEY RSS, INC.
REAL TIME LOGIC, INC.
SAT CORPORATION
SECUREINFO CORPORATION
AI METRIX, INC.
POLEXIS, INC.
By:
Deanna H. Lund Executive Vice President & Chief Financial Officer |
|
KRATOS SOUTHWEST L.P.,
by Kratos Texas, Inc., its General Partner
By:
Deanna H. Lund Executive Vice President & Chief Financial Officer |
|
Press Contact:
Yolanda White
858-812-7302 Direct
Investor Information:
877-934-4687
investor@kratosdefense.com
|
|
Press Contact:
Yolanda White
858-812-7302 Direct
Investor Information:
877-934-4687
investor@kratosdefense.com
|
SMRH:444521115.7
|
|
1
|
|
|
|
SMRH:444521115.7
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Historical
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||||||
|
|
|
|
(a)
|
|
|
|
|
||||||||
Service revenues
|
|
$
|
390.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
390.8
|
|
Product sales
|
|
477.2
|
|
|
(108.9
|
)
|
|
4.0
|
|
(d)
|
372.3
|
|
||||
Total revenues
|
|
868.0
|
|
|
(108.9
|
)
|
|
4.0
|
|
|
763.1
|
|
||||
Cost of service revenues
|
|
304.6
|
|
|
—
|
|
|
—
|
|
|
304.6
|
|
||||
Cost of product sales
|
|
345.2
|
|
|
(70.1
|
)
|
|
4.0
|
|
(d)
|
279.1
|
|
||||
Total costs
|
|
649.8
|
|
|
(70.1
|
)
|
|
4.0
|
|
|
583.7
|
|
||||
Gross profit
|
|
218.2
|
|
|
(38.8
|
)
|
|
—
|
|
|
179.4
|
|
||||
Selling, general and administrative expenses
|
|
173.4
|
|
|
(19.6
|
)
|
|
(0.2
|
)
|
(e)
|
153.6
|
|
||||
Merger and acquisition related items
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Research and development expenses
|
|
23.0
|
|
|
(4.4
|
)
|
|
—
|
|
|
18.6
|
|
||||
Unused office space and other restructuring
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||
Operating income (loss) from continuing operations
|
|
19.9
|
|
|
(14.8
|
)
|
|
0.2
|
|
|
5.3
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(54.3
|
)
|
|
—
|
|
|
15.0
|
|
(b)
|
(39.3
|
)
|
||||
Loss on extinguishment of debt
|
|
(39.1
|
)
|
|
—
|
|
|
—
|
|
|
(39.1
|
)
|
||||
Other income, net
|
|
0.6
|
|
|
0.6
|
|
|
—
|
|
|
1.2
|
|
||||
Total other expense, net
|
|
(92.8
|
)
|
|
0.6
|
|
|
15.0
|
|
|
(77.2
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
|
(72.9
|
)
|
|
(14.2
|
)
|
|
15.2
|
|
|
(71.9
|
)
|
||||
Provision for income taxes from continuing operations
|
|
5.1
|
|
|
—
|
|
|
1.2
|
|
(c)
|
3.9
|
|
||||
Loss from continuing operations
|
|
$
|
(78.0
|
)
|
|
$
|
(14.2
|
)
|
|
$
|
16.4
|
|
|
$
|
(75.8
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss per common share
|
|
$
|
(1.35
|
)
|
|
|
|
|
|
$
|
(1.32
|
)
|
||||
Basic and diluted weighted average common shares outstanding
|
|
57.6
|
|
|
|
|
|
|
57.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Historical
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||||||
|
|
|
|
(a)
|
|
|
|
|
||||||||
Service revenues
|
|
$
|
443.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
443.6
|
|
Product sales
|
|
507.0
|
|
|
(110.9
|
)
|
|
4.3
|
|
(d)
|
400.4
|
|
||||
Total revenues
|
|
950.6
|
|
|
(110.9
|
)
|
|
4.3
|
|
|
844.0
|
|
||||
Cost of service revenues
|
|
335.2
|
|
|
—
|
|
|
—
|
|
|
335.2
|
|
||||
Cost of product sales
|
|
375.4
|
|
|
(75.4
|
)
|
|
4.3
|
|
(d)
|
304.3
|
|
||||
Total costs
|
|
710.6
|
|
|
(75.4
|
)
|
|
4.3
|
|
|
639.5
|
|
||||
Gross profit
|
|
240.0
|
|
|
(35.5
|
)
|
|
—
|
|
|
204.5
|
|
||||
Selling, general and administrative expenses
|
|
193.0
|
|
|
(20.1
|
)
|
|
(0.2
|
)
|
(e)
|
172.7
|
|
||||
Merger and acquisition related items
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
||||
Research and development expenses
|
|
21.4
|
|
|
(1.7
|
)
|
|
—
|
|
|
19.7
|
|
||||
Unused office space and other restructuring
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
||||
Operating income (loss) from continuing operations
|
|
31.8
|
|
|
(13.7
|
)
|
|
0.2
|
|
|
18.3
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(63.7
|
)
|
|
|
|
17.5
|
|
(b)
|
(46.2
|
)
|
|||||
Other income (expense), net
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||
Total other expense, net
|
|
(63.7
|
)
|
|
(0.4
|
)
|
|
17.5
|
|
|
(46.6
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
|
(31.9
|
)
|
|
(14.1
|
)
|
|
17.7
|
|
|
(28.3
|
)
|
||||
Provision for income taxes from continuing operations
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
(c)
|
1.1
|
|
||||
Loss from continuing operations
|
|
$
|
(31.9
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
16.6
|
|
|
$
|
(29.4
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss per common share
|
|
$
|
(0.56
|
)
|
|
|
|
|
|
$
|
(0.52
|
)
|
||||
Basic and diluted weighted average common shares outstanding:
|
|
56.8
|
|
|
|
|
|
|
56.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Historical
|
|
Pro Forma Adjustments
|
|
Pro Forma
|
||||||||||
|
|
|
|
(a)
|
|
|
|
|
||||||||
Service revenues
|
|
$
|
450.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450.0
|
|
Product sales
|
|
519.2
|
|
|
(122.2
|
)
|
|
2.6
|
|
(d)
|
399.6
|
|
||||
Total revenues
|
|
969.2
|
|
|
(122.2
|
)
|
|
2.6
|
|
|
849.6
|
|
||||
Cost of service revenues
|
|
350.8
|
|
|
—
|
|
|
—
|
|
|
350.8
|
|
||||
Cost of product sales
|
|
361.2
|
|
|
(77.6
|
)
|
|
2.6
|
|
(d)
|
286.2
|
|
||||
Total costs
|
|
712.0
|
|
|
(77.6
|
)
|
|
2.6
|
|
|
637.0
|
|
||||
Gross profit
|
|
257.2
|
|
|
(44.6
|
)
|
|
—
|
|
|
212.6
|
|
||||
Selling, general and administrative expenses
|
|
193.1
|
|
|
(22.8
|
)
|
|
(0.1
|
)
|
(e)
|
170.2
|
|
||||
Merger and acquisition related items
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
||||
Research and development expenses
|
|
17.8
|
|
|
(1.5
|
)
|
|
—
|
|
|
16.3
|
|
||||
Impairment of goodwill and intangible assets
|
|
96.6
|
|
|
—
|
|
|
—
|
|
|
96.6
|
|
||||
Unused office space and other restructuring
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||
Operating income (loss) from continuing operations
|
|
(49.7
|
)
|
|
(20.3
|
)
|
|
0.1
|
|
|
(69.9
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(66.1
|
)
|
|
—
|
|
|
17.5
|
|
(b)
|
(48.6
|
)
|
||||
Other income, net
|
|
1.3
|
|
|
(0.4
|
)
|
|
—
|
|
|
0.9
|
|
||||
Total other expense, net
|
|
(64.8
|
)
|
|
(0.4
|
)
|
|
17.5
|
|
|
(47.7
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
|
(114.5
|
)
|
|
(20.7
|
)
|
|
17.6
|
|
|
(117.6
|
)
|
||||
Benefit for income taxes from continuing operations
|
|
(1.6
|
)
|
|
—
|
|
|
0.7
|
|
(c)
|
(2.3
|
)
|
||||
Loss from continuing operations
|
|
$
|
(112.9
|
)
|
|
$
|
(20.7
|
)
|
|
$
|
18.3
|
|
|
$
|
(115.3
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss per common share
|
|
$
|
(2.41
|
)
|
|
|
|
|
|
$
|
(2.46
|
)
|
||||
Basic and diluted weighted average common shares outstanding:
|
|
46.9
|
|
|
|
|
|
|
46.9
|
|