Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 7, 2024

Kratos Defense & Security Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34460

13-3818604

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Chisholm Trail, Suite 300

Round Rock, TX 78681

(Address of Principal Executive Offices) (Zip Code)

(512) 238-9840

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	KTOS	The NASDAQ Global Select Market

Item 2.02. Results of Operations and Financial Condition

On May 7, 2024, Kratos Defense & Security Solutions, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the first quarter 2024. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01. Exhibits.


Exhibit No.						Description
99.1						May 7, 2024 Press Release by Kratos Defense & Security Solutions, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Kratos Defense & Security Solutions, Inc.

Date: May 7, 2024

By:

/s/ Deanna H. Lund

Deanna H. Lund

Executive Vice President, Chief Financial Officer

Exhibit 99.1


			Press Contact: Yolanda White 858-812-7302 Direct Investor Information: 877-934-4687 investor@kratosdefense.com

Kratos Reports First Quarter 2024 Financial Results

First Quarter 2024 Revenues of $277.2 Million Increased 19.6 Percent over First Quarter 2023 Revenues of $231.8 Million, including 19.5 Percent Organic Growth

First Quarter 2024 Unmanned Systems Revenues of $59.4 Million Increased 23.8 Percent over First Quarter 2023 Revenues of $48.0 Million, including 21.8 Percent Organic Growth

First Quarter 2024 KGS Revenues of $217.8 Million Reflect 18.5 Percent Organic Growth over First Quarter 2023 Revenues of $183.8 Million

First Quarter 2024 and Last Twelve Months Ended March 31, 2024 Consolidated Book to Bill Ratio of 1.1 to 1

First Quarter 2024 Bookings of $317.8 Million

Affirms Full Year 2024 Financial Forecast

SAN DIEGO, CA, May 7, 2024 – Kratos Defense & Security Solutions, Inc. (Nasdaq:KTOS), a Technology Company in the Defense, National Security and Global Markets, today reported its first quarter 2024 financial results, including Revenues of $277.2 million, Operating Income of $7.0 million, Net Income of $1.3 million, Adjusted EBITDA of $26.0 million and a consolidated book to bill ratio of 1.1 to 1.0.

Included in first quarter 2024 Net Income and Operating Income is non-cash stock compensation expense of $9.2 million and Company-funded Research and Development (R&D) expense of $9.6 million, primarily reflecting ongoing development efforts, including in our Space and Satellite business to develop and expand our virtual, software-based OpenSpace command & control (C2), telemetry tracking & control (TT&C), Kratos owned and operated Global Space Domain Awareness (SDA) System and other solutions.

Kratos reported first quarter 2024 GAAP Net Income attributable to Kratos of $1.3 million and Earnings Per Share of $0.01 compared to a GAAP Net Loss attributable to Kratos of $7.0 million and a GAAP Net Loss per share of $0.05 for the first quarter of 2023. Adjusted EPS was $0.11 for the first quarter of 2024, compared to $0.06 for the first quarter of 2023.

First quarter 2024 Revenues of $277.2 million increased $45.4 million, or 19.6 percent, from first quarter 2023 Revenues of $231.8 million. Including the impact of the Sierra Technical Services,

Inc. (STS) acquisition on a pro forma basis as if acquired at the beginning of 2023, first quarter 2024 consolidated Revenues reflect organic growth of 19.5 percent, including 21.8 percent organic growth in Unmanned Systems, 18.5 percent revenue growth in KGS, and positive organic growth across all business units.

First quarter 2024 Cash Flow Generated From Operations was $0.7 million, reflecting working capital requirements related to our 19.5 percent organic revenue growth, including continued increases in inventory balances. Free Cash Flow Used in Operations was $15.9 million after funding of $16.6 million of capital expenditures, including the continued manufacture of two production lots of Kratos Valkyrie unmanned tactical jet drone aircraft prior to contract award.

For the first quarter of 2024, Kratos’ Unmanned Systems Segment (KUS) generated Revenues of $59.4 million, as compared to $48.0 million in the first quarter of 2023, with organic revenue growth of 21.8 percent after reflecting the pro forma impact of the STS acquisition as if acquired at the beginning of 2023. KUS’s Operating Loss was $0.4 million in the first quarter of 2024 compared to an Operating Loss of $0.6 million in the first quarter of 2023, reflecting the impact of the increased revenue volume.

KUS’s Adjusted EBITDA for the first quarter of 2024 was $2.9 million, compared to first quarter 2023 KUS Adjusted EBITDA of $1.8 million, reflecting the increased revenue volume and favorable revenue mix.

KUS’s book-to-bill ratio for the first quarter of 2024 was 1.4 to 1.0 and 1.0 to 1.0 for the last twelve months ended March 31, 2024, with bookings of $81.1 million for the three months ended March 31, 2024, and bookings of $232.5 million for the last twelve months ended March 31, 2024. Total backlog for KUS at the end of the first quarter of 2024 was $265.8 million compared to $244.2 million at the end of the fourth quarter of 2023.

For the first quarter of 2024, Kratos’ Government Solutions Segment (KGS) Revenues of $217.8 million increased 18.5 percent from Revenues of $183.8 million in the first quarter of 2023. The increased Revenues reflects organic revenue growth across all business units within KGS, which includes our Turbine Technologies, Space, Training and Cyber, Microwave Products, C5ISR and Defense Rocket Systems businesses.

KGS reported operating income of $16.6 million in the first quarter of 2024 compared to $7.7 million in the first quarter of 2023, primarily reflecting a more favorable revenue mix and leverage on the fixed overhead and SG&A costs.

Kratos’ Space, Training and Cyber business generated Revenues of $99.8 million in the first quarter of 2024 compared to $93.8 million in the first quarter of 2023, reflecting a 6.4 percent organic growth rate. First quarter 2024 KGS Adjusted EBITDA was $23.1 million, compared to

first quarter 2023 KGS Adjusted EBITDA of $15.2 million, reflecting a more favorable mix in revenues, including software and data sales and increased revenue volume.

For the first quarter of 2024 and the last twelve months ended March 31, 2024, KGS reported a book-to-bill ratio of 1.1 to 1.0 and bookings of $236.7 million and $977.6 million for the three and last twelve months ended March 31, 2024, respectively. KGS’s total backlog at the end of the first quarter of 2024 was $1.007 billion, as compared to $988.0 million at the end of the fourth quarter of 2023.

For the first quarter of 2024, Kratos reported consolidated bookings of $317.8 million and a book-to-bill ratio of 1.1 to 1.0, with consolidated bookings of $1.210 billion and a book-to-bill ratio of 1.1 to 1.0 for the last twelve months ended March 31, 2024. Consolidated backlog was $1.273 billion on March 31, 2024 and $1.232 billion on December 31, 2023. Kratos’ bid and proposal pipeline was $11 billion at March 31, 2024 and December 31, 2023. Backlog at March 31, 2024 was comprised of funded backlog of $1.044 billion and unfunded backlog of $228.9 million.

Eric DeMarco, Kratos’ President and CEO, said, “Kratos’ position as a leading defense technology company is reflected in our first quarter results, which came in above our forecast. Q1 strength included our unmanned systems, air defense, propulsion system, turbine technologies and Israel-based microwave electronics businesses, and also production and delivery on certain programs that were executed earlier in the year than initially expected. With the 2024 U.S. defense budget now complete, we have increased confidence in our full year 2024 financial forecast.”

The appearance of U.S. Department of Defense (DoD) visual information does not imply or constitute DoD endorsement

Valkyrie Flying with F-35

Mr. DeMarco continued, “Kratos’ first quarter bookings of $318 million, including a book to bill ratio in our Unmanned Systems business of 1.4 to 1.0, or bookings of $81.1 million, are both particularly noteworthy. Kratos’ opportunity pipeline is approximately $11 billion, including opportunities in the air defense, CUAS, microwave electronics, jet engine, propulsion system,

missile, radar, hypersonic, supersonic, unmanned systems and SDA areas, each of which we are in the process of, or expect to make facilities, machinery, equipment, system and other investments to position us for future organic growth. Kratos’ air defense pipeline is particularly robust, including Iron Dome, Arrow, SHORAD, HIMAD, Barak, Patriot, IBCS and other systems. Recent achievements include the successful static fire test of Kratos’ Zeus 2 Solid Rocket Motor (SRM), Kratos placing the order for the first nine Zeus 1 and Zeus 2 SRM’s in preparation for initial customer funded flights including Kratos Erinyes hypersonic system, and Kratos demonstrating XQ-58A electronic warfare capabilities for the United States Marine Corps.”

Zeus 1 Static Test & Zeus 2 Static Test

Mr. DeMarco concluded “There is a generational recapitalization of strategic weapon systems occurring globally, and we believe that Kratos is uniquely positioned with our internal investment, rapid development, affordability and disruptive first to market approach. At Kratos, affordability is a technology, better is the enemy of good enough and ready to field today, with Kratos systems and products designed up front for large scale, low cost, rapid production, all of which are value differentiating for our government customers and traditional large system integrator partners. Operational challenges continue to include the obtaining and retention of qualified personnel, including those willing and able to hold National Security clearances.”

Financial Guidance

We are providing our initial 2024 second quarter financial guidance and affirming our full year 2024 guidance today, which includes our current forecasted business mix assumptions, including as related to: employee sourcing, hiring, retention and cost; manufacturing, production and supply chain disruptions; parts shortages and related continued potential significant cost and price increases, including for personnel, materials and components that are adversely impacting the industry and Kratos. The range of our expected second quarter and full year 2024 Revenues and Adjusted EBITDA, includes our current assumptions for forecasted execution, including the number and estimated costs of qualified personnel expected to be obtained and

retained to successfully execute on our programs and contracts, as well as expected future contract awards.

Our second quarter and full year 2024 guidance ranges are as follows:


Current Guidance Range
$M	Q224	FY24
Revenues	$265 - $280	$1,125 - $1,150
R&D	$10 - $12	$42 - $45
Operating Income	$3 - $5	$35 - $40
Depreciation	$7 - $8	$30 - $31
Amortization	$2 - $3	$8 - $10
Stock Based Compensation	$6 - $7	$28 - $29
Adjusted EBITDA	$20 - $23	$102 - $107
Operating Cash Flow		$50 - $60
Capital Expenditures		$70 - $80
Free Cash Flow Use		($10 - $30)

Management will discuss the Company’s financial results, on a conference call beginning at 2:00 p.m. Pacific (5:00 p.m. Eastern) today. The call will be available at www.kratosdefense.com. Participants may register for the call using this Online Form. Upon registration, all telephone participants will receive the dial-in number along with a unique PIN that can be used to access the call. For those who cannot access the live broadcast, a replay will be available on Kratos’ website.

About Kratos Defense & Security Solutions

Kratos Defense & Security Solutions, Inc. (NASDAQ: KTOS) is a technology, products, system and software company addressing the defense, national security, and commercial markets. Kratos makes true internally funded research, development, capital and other investments, to rapidly develop, produce and field solutions that address our customers’ mission critical needs and requirements. At Kratos, affordability is a technology, and we seek to utilize proven, leading edge approaches and technology, not unproven bleeding edge approaches or technology, with Kratos’ approach designed to reduce cost, schedule and risk, enabling us to be first to market with cost effective solutions. We believe that Kratos is known as an innovative disruptive change agent in the industry, a company that is an expert in designing products and systems up front for successful rapid, large quantity, low cost future manufacturing which is a value add competitive differentiator for our large traditional prime system integrator partners and also to our government and commercial customers. Kratos intends to pursue program and contract opportunities as the prime or lead contractor when we believe that our probability of win (PWin) is high and any investment required by Kratos is within our capital resource comfort level. We intend to partner and team with a large, traditional system integrator when our assessment of

PWin is greater or required investment is beyond Kratos’ comfort level. Kratos’ primary business areas include virtualized ground systems for satellites and space vehicles including software for command & control (C2) and telemetry, tracking and control (TT&C), jet powered unmanned aerial drone systems, hypersonic vehicles and rocket systems, propulsion systems for drones, missiles, loitering munitions, supersonic systems, space craft and launch systems, C5ISR and microwave electronic products for missile, radar, missile defense, space, satellite, counter UAS, directed energy, communication and other systems, and virtual & augmented reality training systems for the warfighter. For more information, visit www.KratosDefense.com.

Notice Regarding Forward-Looking Statements

This news release contains certain forward-looking statements that involve risks and uncertainties, including, without limitation, express or implied statements concerning the Company’s expectations regarding its future financial performance, including the Company’s expectations for its second quarter and full year 2024 revenues, organic revenue growth rates, R&D, operating income (loss), depreciation, amortization, stock based compensation expense, and Adjusted EBITDA, and full year 2024 operating cash flow, capital expenditures and other investments, and free cash flow, the Company’s future growth trajectory and ability to achieve improved revenue mix and profit in certain of its business segments and the expected timing of such improved revenue mix and profit, including the Company’s ability to achieve sustained year over year increasing revenues, profitability and cash flow, the Company’s expectation of ramp on projects and that investments in its business, including Company funded R&D expenses and ongoing development efforts, will result in an increase in the Company’s market share and total addressable market and position the Company for significant future organic growth, profitability, cash flow and an increase in shareholder value, the Company’s bid and proposal pipeline and backlog, including the Company’s ability to timely execute on its backlog, demand for its products and services, including the Company’s alignment with today’s National Security requirements and the positioning of its C5ISR and other businesses, planned 2024 investments, including in the tactical drone and satellite areas, and the related potential for additional growth in 2025 and beyond, ability to successfully compete and expected new customer awards, including the magnitude and timing of funding and the future opportunity associated with such awards, including in the target and tactical drone and satellite communication areas, performance of key contracts and programs, including the timing of production and demonstration related to certain of the Company’s contracts and control (TT&C) product offerings, the impact of the Company’s restructuring efforts and cost reduction measures, including its ability to improve profitability and cash flow in certain business units as a result of these actions and to achieve financial leverage on fixed administrative costs, the ability of the Company’s advanced purchases of inventory to mitigate supply chain disruptions and the timing of converting these investments to cash through the sales process, benefits to be realized from the Company’s net operating loss carry forwards, the availability and timing of government

funding for the Company’s offerings, including the strength of the future funding environment, the short-term delays that may occur as a result of Continuing Resolutions or delays in U.S. Department of Defense (DoD) budget approvals, timing of LRIP and full rate production related to the Company’s unmanned aerial target system offerings, as well as the level of recurring revenues expected to be generated by these programs once they achieve full rate production, market and industry developments, and the current estimated impact of COVID-19 and employee absenteeism, supply chain disruptions, availability of an experienced skilled workforce, inflation and increased costs, risks related to potential cybersecurity events or disruptions of our information technology systems, and delays in our financial projections, industry, business and operations, including projected growth. Such statements are only predictions, and the Company’s actual results may differ materially from the results expressed or implied by these statements. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Factors that may cause the Company’s results to differ include, but are not limited to: risks to our business and financial results related to the reductions and other spending constraints imposed on the U.S. Government and our other customers, including as a result of sequestration and extended continuing resolutions, the Federal budget deficit and Federal government shut-downs; risks of adverse regulatory action or litigation; risks associated with debt leverage; risks that our cost-cutting initiatives will not provide the anticipated benefits; risks that changes, cutbacks or delays in spending by the DoD may occur, which could cause delays or cancellations of key government contracts; risks of delays to or the cancellation of our projects as a result of protest actions submitted by our competitors; risks that changes may occur in Federal government (or other applicable) procurement laws, regulations, policies and budgets; risks of the availability of government funding for the Company's products and services due to performance, cost growth, or other factors, changes in government and customer priorities and requirements (including cost-cutting initiatives, the potential deferral of awards, terminations or reduction of expenditures to respond to the priorities of Congress and the Administration, or budgetary cuts resulting from Congressional committee recommendations or automatic sequestration under the Budget Control Act of 2011, as amended); risks that the unmanned aerial systems and unmanned ground sensor markets do not experience significant growth; risks that products we have developed or will develop will become programs of record; risks that we cannot expand our customer base or that our products do not achieve broad acceptance which could impact our ability to achieve our anticipated level of growth; risks of increases in the Federal government initiatives related to in-sourcing; risks related to security breaches, including cyber security attacks and threats or other significant disruptions of our information systems, facilities and infrastructures; risks related to our compliance with applicable contracting and procurement laws, regulations and standards; risks related to the new DoD Cybersecurity Maturity Model

Certification; risks relating to the ongoing conflict in Ukraine and the Israeli-Palestinian military conflict; risks to our business in Israel; risks related to contract performance; risks related to failure of our products or services; risks associated with our subcontractors’ or suppliers’ failure to perform their contractual obligations, including the appearance of counterfeit or corrupt parts in our products; changes in the competitive environment (including as a result of bid protests); failure to successfully integrate acquired operations and compete in the marketplace, which could reduce revenues and profit margins; risks that potential future goodwill impairments will adversely affect our operating results; risks that anticipated tax benefits will not be realized in accordance with our expectations; risks that a change in ownership of our stock could cause further limitation to the future utilization of our net operating losses; risks that we may be required to record valuation allowances on our net operating losses which could adversely impact our profitability and financial condition; risks that the current economic environment will adversely impact our business, including with respect to our ability to recruit and retain sufficient numbers of qualified personnel to execute on our programs and contracts, as well as expected contract awards and risks related to increasing interest rates and risks related to the interest rate swap contract to hedge Term SOFR associated with the Company’s Term Loan A; currently unforeseen risks associated with COVID-19 and risks related to natural disasters or severe weather. These and other risk factors are more fully discussed in the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, and in our other filings made with the Securities and Exchange Commission.

Note Regarding Use of Non-GAAP Financial Measures and Other Performance Metrics

This news release contains non-GAAP financial measures, including organic revenue growth rates, Adjusted EPS (computed using income from continuing operations before income taxes, excluding income (loss) from discontinued operations, excluding income (loss) attributable to non-controlling interest, excluding depreciation, amortization of intangible assets, amortization of capitalized contract and development costs, stock-based compensation expense, acquisition and restructuring related items and other, which includes, but is not limited to, legal related items, non-recoverable rates and costs, and foreign transaction gains and losses, less the estimated impact to income taxes) and Adjusted EBITDA (which includes net income (loss) attributable to noncontrolling interest and excludes, among other things, losses and gains from discontinued operations, acquisition and restructuring related items, stock compensation expense, foreign transaction gains and losses, and the associated margin rates). Additional non-GAAP financial measures include Free Cash Flow from Operations computed as Cash Flow from Operations less Capital Expenditures plus proceeds from sale of assets and Adjusted EBITDA related to our KUS and KGS businesses. Kratos believes this information is useful to investors because it provides a basis for measuring the Company’s available capital resources, the actual and forecasted operating performance of the Company’s business and the Company’s cash flow, excluding non-recurring items and non-cash items that would normally be included in

the most directly comparable measures calculated and presented in accordance with GAAP. The Company’s management uses these non-GAAP financial measures, along with the most directly comparable GAAP financial measures, in evaluating the Company’s actual and forecasted operating performance, capital resources and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and investors should carefully evaluate the Company’s financial results calculated in accordance with GAAP and reconciliations to those financial results. In addition, non-GAAP financial measures as reported by the Company may not be comparable to similarly titled amounts reported by other companies. As appropriate, the most directly comparable GAAP financial measures and information reconciling these non-GAAP financial measures to the Company’s financial results prepared in accordance with GAAP are included in this news release.

Another Performance Metric the Company believes is a key performance indicator in our industry is our Book to Bill Ratio as it provides investors with a measure of the amount of bookings or contract awards as compared to the amount of revenues that have been recorded during the period and provides an indicator of how much of the Company’s backlog is being burned or utilized in a certain period. The Book to Bill Ratio is computed as the number of bookings or contract awards in the period divided by the revenues recorded for the same period. The Company believes that the rolling or last twelve months’ Book to Bill Ratio is meaningful since the timing of quarter-to-quarter bookings can vary.

Press Contact:

Yolanda White

858-812-7302 Direct

Investor Information:

877-934-4687

investor@kratosdefense.com


Kratos Defense & Security Solutions, Inc.
Unaudited Condensed Consolidated Statements of Operations
(in millions, except per share data)

	Three Months Ended
	March 31,		March 26,
	2024		2023

Service revenues	$	106.5	$	91.6
Product sales	170.7		140.2
Total revenues	277.2		231.8
Cost of service revenues	79.2		68.2
Cost of product sales	127.0		104.2
Total costs	206.2		172.4
Gross profit - service revenues	27.3		23.4
Gross profit - product sales	43.7		36.0
Total gross profit	71.0		59.4

Selling, general and administrative expenses	50.4		44.8
Acquisition and restructuring related items and other	—		0.9
Research and development expenses	9.6		10.2
Depreciation	1.9		1.4
Amortization of intangible assets	2.1		1.6
Operating income	7.0		0.5
Interest expense, net	(2.8)		(5.3)

Other expense, net	(0.2)		(0.3)
Income (loss) before income taxes	4.0		(5.1)
Provision for income taxes	2.7		0.7
Net Income (loss) from consolidated operations	1.3		(5.8)


Less: Net income attributable to noncontrolling interest	—		1.2
Net income (loss) attributable to Kratos	$	1.3	$	(7.0)




Basic income (loss) per common share attributable to Kratos	$	0.01	$	(0.05)




Diluted income (loss) per common share attributable to Kratos	$	0.01	$	(0.05)

Weighted average common shares outstanding:
Basic	139.6		128.1
Diluted	141.5		128.1

Adjusted EBITDA (1)	$	26.0	$	17.0


Unaudited Reconciliation of GAAP to Non-GAAP Measures

Note: (1) Adjusted EBITDA is a non-GAAP measure defined as GAAP net income (loss) attributable to Kratos adjusted for net income attributable to noncontrolling interest, net interest expense, provision for income taxes, depreciation and amortization expense of intangible assets, amortization of capitalized contract and development costs, stock-based compensation, acquisition and restructuring related items and other, and foreign transaction loss.

Adjusted EBITDA as calculated by us may be calculated differently than Adjusted EBITDA for other companies. We have provided Adjusted EBITDA because we believe it is a commonly used measure of financial performance in comparable companies and is provided to help investors evaluate companies on a consistent basis, as well as to enhance understanding of our operating results. Adjusted EBITDA should not be construed as either an alternative to net income (loss) or as an indicator of our operating performance or an alternative to cash flows as a measure of liquidity. The adjustments to calculate this non-GAAP financial measure and the basis for such adjustments are outlined below. Please refer to the following table below that reconciles GAAP net income (loss) to Adjusted EBITDA.

The adjustments to calculate this non-GAAP financial measure, and the basis for such adjustments, are outlined below:

Interest income and interest expense, net. The Company receives interest income on investments and incurs interest expense on loans, capital leases and other financing arrangements, including the amortization of issue discounts and deferred financing costs. These amounts may vary from period to period due to changes in cash and debt balances.

Income taxes. The Company's tax expense can fluctuate materially from period to period due to tax adjustments that may not be directly related to underlying operating performance or to the current period of operations and may not necessarily reflect the impact of utilization of our NOLs.

Depreciation. The Company incurs depreciation expense (recorded in cost of revenues and in operating expenses) related to capital assets purchased, leased or constructed to support the ongoing operations of the business. The assets are recorded at cost or fair value and are depreciated over the estimated useful lives of individual assets.

Amortization of intangible assets. The Company incurs amortization of intangible expense related to acquisitions it has made. These intangible assets are valued at the time of acquisition and are amortized over the estimated useful lives.

Amortization of capitalized contract and development costs. The Company incurs amortization of previously capitalized software development and non-recurring engineering costs related to certain targets in its Unmanned Systems and ballistic missile target businesses as these units are sold.

Stock-based compensation expense. The Company incurs expense related to stock-based compensation included in its GAAP presentation of selling, general and administrative expense. Although stock-based compensation is an expense of the Company and viewed as a form of compensation, these expenses vary in amount from period to period, and are affected by market forces that are difficult to predict and are not within the control of management, such as the market price and volatility of the Company's shares, risk-free interest rates and the expected term and forfeiture rates of the awards. Management believes that exclusion of these expenses allows comparison of operating results to those of other companies that disclose non-GAAP financial measures that exclude stock-based compensation.

Foreign transaction (gain) loss. The Company incurs transaction gains and losses related to transactions with foreign customers in currencies other than the U.S. dollar. In addition, certain intercompany transactions can give rise to realized and unrealized foreign currency gains and losses.

Acquisition and transaction related items. The Company incurs transaction related costs, such as legal and accounting fees and other expenses, related to acquisitions and divestiture activities. Management believes these items are outside the normal operations of the Company's business and are not indicative of ongoing operating results.

Restructuring costs. The Company incurs restructuring costs for cost reduction actions which include employee termination costs, facility shut-down related costs and remaining lease commitment costs for unused, excess or exited facilities. Management believes that these costs are not indicative of ongoing operating results as they are either non-recurring and/or not expected when full capacity and volumes are achieved.

Legal related items. The Company incurs costs related to pending legal settlements and other legal related matters. Management believes these items are outside the normal operations of the Company's business and are not indicative of ongoing operating results.

Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenses similar to the Adjusted EBITDA financial adjustments described above, and investors should not infer from the Company's presentation of this non-GAAP financial measure that these costs are unusual, infrequent, or non-recurring.

Reconciliation of Net Income (Loss) attributable to Kratos to Adjusted EBITDA is as follows:


	Three Months Ended
	March 31,		March 26,
	2024		2023

Net income (loss) attributable to Kratos	$	1.3	$	(7.0)

Interest expense, net	2.8		5.3

Provision for income taxes	2.7		0.7
Depreciation (including cost of service revenues and product sales)	7.2		6.3
Stock-based compensation	9.2		6.6
Foreign transaction loss	0.3		0.8
Amortization of intangible assets	2.1		1.6
Amortization of capitalized contract and development costs	0.4		0.6
Acquisition and restructuring related items and other	—		0.9
Plus: Net income attributable to noncontrolling interest	—		1.2

Adjusted EBITDA	$	26.0	$	17.0

Reconciliation of acquisition and restructuring related items and other included in Adjusted EBITDA:


	Three Months Ended
	March 31,		March 26,
	2024		2023



Legal related items	$	—	$	0.9

	$	—	$	0.9


Kratos Defense & Security Solutions, Inc.
Unaudited Segment Data
(in millions)

	Three Months Ended
	March 31,		March 26,
	2024		2023
Revenues:
Unmanned Systems	$	59.4	$	48.0
Kratos Government Solutions	217.8		183.8
Total revenues	$	277.2	$	231.8

Operating income (loss)
Unmanned Systems	$	(0.4)	$	(0.6)
Kratos Government Solutions	16.6		7.7
Unallocated corporate expense, net	(9.2)		(6.6)
Total operating income	$	7.0	$	0.5

Note: Unallocated corporate expense, net includes costs for certain stock-based compensation programs (including stock-based compensation costs for the employee stock purchase plan and restricted stock units), the effects of items not considered part of management’s evaluation of segment operating performance, and acquisition and restructuring related items, corporate costs not allocated to the segments, legal related items, and other miscellaneous corporate activities.

Reconciliation of Segment Operating Income (Loss) to Adjusted EBITDA is as follows:


	Three Months Ended
	March 31,			March 26,
	2024			2023
Unmanned Systems
Operating loss	$	(0.4)		$	(0.6)

Depreciation	2.2			1.9
Amortization of intangible assets	1.0			0.1
Amortization of capitalized contract and development costs	0.1			0.4

Adjusted EBITDA	$	2.9		$	1.8
% of revenue	4.9		%	3.8		%

Kratos Government Solutions
Operating income	$	16.6		$	7.7
Other income	0.1			0.5
Depreciation	5.0			4.4
Amortization of intangible assets	1.1			1.5
Amortization of capitalized contract and development costs	0.3			0.2
Acquisition and restructuring related items and other	—			0.9
Adjusted EBITDA	$	23.1		$	15.2
% of revenue	10.6		%	8.3		%

Total Adjusted EBITDA	$	26.0		$	17.0
% of revenue	9.4		%	7.3		%


Kratos Defense & Security Solutions, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in millions)

	March 31,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	338.9	$	72.8

Accounts receivable, net	325.8		329.2
Inventoried costs	159.8		156.2
Prepaid expenses	26.8		16.0
Other current assets	20.4		20.0

Total current assets	871.7		594.2
Property, plant and equipment, net	251.3		243.6
Operating lease right-of-use assets	42.9		45.7
Goodwill	568.9		569.1
Intangible assets, net	60.2		62.4
Other assets	119.6		117.5

Total assets	$	1,914.6	$	1,632.5
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	61.9	$	63.1
Accrued expenses	36.0		35.4
Accrued compensation	61.1		64.7
Accrued interest	1.4		1.7
Billings in excess of costs and earnings on uncompleted contracts	97.5		101.8
Current portion of operating lease liabilities	11.6		12.1
Other current liabilities	18.7		13.7

Total current liabilities	288.2		292.5
Long-term debt	179.4		219.3
Operating lease liabilities, net of current portion	35.3		37.8
Other long-term liabilities	83.1		84.4

Total liabilities	586.0		634.0
Commitments and contingencies
Redeemable noncontrolling interest	22.5		22.5
Stockholders’ equity:
Common stock	0.2		—
Additional paid-in capital	1,982.7		1,654.5
Accumulated other comprehensive income	2.1		1.7
Accumulated deficit	(678.9)		(680.2)
Total Kratos stockholders’ equity	1,306.1		976.0
Total liabilities and stockholders’ equity	$	1,914.6	$	1,632.5


Kratos Defense & Security Solutions, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(in millions)

	Three Months Ended
	March 31,		March 26,
	2024		2023
Operating activities:


Net income (loss) from consolidated operations	$	1.3	$	(5.8)
Adjustments to reconcile income (loss) from consolidated operations to net cash provided by (used in) operating activities:
Depreciation and amortization	9.3		7.9
Amortization of lease right-of-use-assets	3.0		2.7

Stock-based compensation	9.2		6.6
Provision for doubtful accounts	—		0.9
Amortization of deferred financing costs	0.2		0.2



Changes in assets and liabilities, net of acquisitions:
Accounts receivable	12.0		(39.1)
Unbilled receivables	(8.5)		13.1
Inventoried costs	(3.5)		(8.3)

Prepaid expenses and other assets	(13.2)		(7.8)
Operating lease liabilities	(3.1)		(2.4)
Accounts payable	(0.3)		(1.8)
Accrued compensation	(3.7)		4.0
Accrued expenses	0.6		2.0
Accrued interest	(0.3)		—
Billings in excess of costs and earnings on uncompleted contracts	(4.3)		3.2
Income tax receivable and payable	1.5		(0.5)
Other liabilities	0.5		(0.6)
Net cash provided by (used in) operating activities	0.7		(25.7)
Investing activities:



Capital expenditures	(16.6)		(7.7)


Net cash used in investing activities	(16.6)		(7.7)
Financing activities:

Borrowing under credit facility	10.0		15.0

Repayment under credit facility and term loan	(46.3)		(16.3)

Proceeds from the issuance of common stock, net of issuance costs	330.7		—


Payments under finance leases	(0.3)		(0.4)
Payments of employee taxes withheld from share-based awards	(15.1)		(2.6)
Proceeds from shares issued under equity plans	3.6		2.9

Net cash provided by (used in) financing activities	282.6		(1.4)
Net cash flows	266.7		(34.8)

Effect of exchange rate changes on cash and cash equivalents	(0.6)		0.2
Net increase (decrease) in cash and cash equivalents	266.1		(34.6)
Cash and cash equivalents at beginning of period	72.8		81.3
Cash and cash equivalents at end of period	$	338.9	$	46.7


Kratos Defense & Security Solutions, Inc.
Unaudited Non-GAAP Measures
Computation of Adjusted Earnings Per Share
(in millions, except per share data)

Adjusted income from consolidated operations and adjusted income from consolidated operations per diluted common share (Adjusted EPS) are non-GAAP measures for reporting financial performance and exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. Management believes that exclusion of these items assists in providing a more complete understanding of the Company's underlying consolidated operations results and trends and allows for comparability with our peer company index and industry. The Company uses these measures along with the corresponding GAAP financial measures to manage the Company's business and to evaluate its performance compared to prior periods and the marketplace. The Company defines adjusted income from consolidated operations before amortization of intangible assets, depreciation, stock-based compensation, foreign transaction gain/loss, and acquisition and restructuring related items and other. The estimated impact to income taxes includes the impact to the effective tax rate, current tax provision and deferred tax provision, and excludes the impact of discrete items, including transaction related expenses and release of valuation allowance, or benefit related to the add-backs.* Adjusted EPS expresses adjusted income on a per share basis using weighted average diluted shares outstanding.

The following table reconciles the most directly comparable GAAP financial measures to the non-GAAP financial measures.

	Three Months Ended
	March 31,		March 26,
	2024		2023
Net income (loss) attributable to Kratos	$	1.3	$	(7.0)
Less: GAAP provision for income taxes	2.7		0.7
Less: Net income attributable to noncontrolling interest	—		1.2

Income (loss) from consolidated operations before taxes	4.0		(5.1)
Add: Amortization of intangible assets	2.1		1.6
Add: Amortization of capitalized contract and development costs	0.4		0.6
Add: Depreciation	7.2		6.3
Add: Stock-based compensation	9.2		6.6

Add: Foreign transaction loss	0.3		0.8

Add: Acquisition and restructuring related items and other	—		0.9
Non-GAAP Adjusted income from consolidated operations before income taxes	23.2		11.7
Income taxes on Non-GAAP measure Adjusted income from consolidated operations*	7.1		3.5
Non-GAAP Adjusted net income	$	16.1	$	8.2


Diluted earnings per common share	$	0.01	$	(0.05)
Less: GAAP provision for income taxes	0.02		—
Less: Net income attributable to noncontrolling interest	—		0.01

Add: Amortization of intangible assets	0.01		0.01
Add: Amortization of capitalized contract and development costs	—		—
Add: Depreciation	0.05		0.05
Add: Stock-based compensation	0.07		0.05

Add: Foreign transaction loss	—		0.01
Add: Acquisition and restructuring related items and other	—		0.01
Income taxes on Non-GAAP measure Adjusted income from consolidated operations*	(0.05)		(0.03)
Adjusted income from consolidated operations per diluted common share	$	0.11	$	0.06

Weighted average diluted common shares outstanding	141.5		128.1


*The impact to income taxes is calculated by recasting income before income taxes to include the add-backs involved in determining Adjusted income from consolidated operations before income taxes and recalculating the income tax provision, including current and deferred income taxes, using the Adjusted income from consolidated operations before income taxes. The recalculation also adjusts for any discrete tax expense, including transaction related expenses and the release of valuation allowance, or benefit related to the add-backs.

-end-

COVER PAGE	May 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 07, 2024
Entity Registrant Name	Kratos Defense & Security Solutions, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34460
Entity Tax Identification Number	13-3818604
Entity Address, Address Line One	1 Chisholm Trail
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Round Rock
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78681
City Area Code	512
Local Phone Number	238-9840
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	KTOS
Security Exchange Name	NASDAQ
Entity Central Index Key	0001069258
Amendment Flag	false