Ladies and gentlemen, thank you for standing by. My name is Sheryl and I will be your conference operator today. At this time, I would like to welcome everyone to the Jacobs Fiscal Fourth Quarter 2023 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I would now like to turn the call over to Jonathan Evans, Vice President of Corporate Development, Investor Relations. Please go ahead.

Thank you, good morning. Our earnings announcement was filed this morning and we have posted a slide presentation on our website, which we'll reference during the call. Our 10-K will be filed later today. I would like to refer you to slide two of the presentation material for information about our forward-looking statements and non-GAAP financial measures. Turning to the agenda on slide three. Speaking on today's call will be Jacobs' CEO, Bob Pragada; and CFO, Claudia Jaramillo. Bob will begin by providing an overview of recent activities, then summarizing highlights from our fourth quarter results. Claudia will provide a more in-depth discussion of our financial metrics, as well as a review of our balance sheet and cash flow. Finally, Bob will provide details on our updated outlook along with closing remarks and then we'll open up the call for questions. With that, I'll turn it over to our CEO, Bob Pragada.

Thanks, Jonathan. Good day, everyone. Thank you for joining us to discuss our fourth quarter and fiscal 2023 business performance and 2024 outlook. Our team has shown remarkable strength, adaptability, and dedication and continuing to deliver outstanding results to our clients. I'm proud of our people for continuing to drive our culture of carrying to new heights. Over the past couple of quarters, we have shared our intention to simplify our business model, optimize our cost structure, and accelerate profitable growth and margin expansion. Today marks a key turning point as we boldly move forward. I want to provide an update on our previously announced intent to separate the CMS business on slide four before I move on to our fourth quarter results. As we communicated, following a robust evaluation of all opportunities, we are excited to announce the creation of a new leading government services player. Jacobs will be separating our industry-leading Government Services businesses, Critical Mission Solutions, and the Cyber & Intelligence Unit of Divergent Solutions by the way of the spin-off to Jacobs' shareholders and then combining those assets with Amentum, through a merger which has been structured as a Reverse Morris Trust. This combination is intended to be largely tax-free for Jacobs shareholders. Turning to slide five. The combination creates a combined government technology services leader with an approximately $13 billion in revenue and approximately $1.1 billion of combined adjusted EBITDA, including $50 million to $70 million of net synergies expected to be realized by year two. Jacobs shareholders will own 51%, and Jacobs will retain a stake equal to between 7.5% to 12% of the combined company based on achievement of operating profit targets prior to close. Jacobs will also receive a $1 billion cash dividend, subject to customary adjustments, as well as an additional…

Thank you, Bob. Turning to slide 11 for a financial overview of our fourth quarter results. Fourth quarter gross revenue grew 10.5% year-over-year and adjusted net revenue grew 8.9%. GAAP operating profit was $278 million for the quarter and included $52 million of amortization from acquired intangibles, $43 million of other transaction separated-related and restructuring costs, and $11 million non-cash charge related to decreasing our real-estate footprint. The other transaction separation-related and restructuring cost of $43 million are primarily related to advisory and other costs associated with the separation of CMS. As we go forward, our costs will now include expenses to be incurred in connection with the separation. Looking to fiscal year 2024, we expect to incur approximately $275 million in one-time costs related to the separation and associated cost optimization actions. These costs are largely unavoidable in a separation and transaction of this size, but I want to reiterate that post-separation, it will be a key focus of ours to minimize one-time adjustments inclusive of restructuring costs. Our adjusted operating margin was 11%, up 14 basis points year-over-year. I'll discuss the underlying dynamics during the reporting segment review. GAAP EPS from continuing operations was $1.25 per share, and included a $0.27 impact related to the amortization charge of acquired intangibles, $0.23 from transaction, restructuring, and other-related costs, a $0.05 non-cash impairment charge related to reducing our real-estate footprint, and a $0.10 adjustment to align to our annual adjusted effective tax rate. I refer you to slide 30 for more details on these adjustments. Excluding these items, fourth-quarter adjusted EPS was $1.90, up 6% year-over-year. Q4 adjusted EBITDA was $384 million and was up 10% year-over-year, representing 11.1% of adjusted net revenue. The company's U.S. GAAP effective tax rate for continuing operations is 21% for the fiscal year 2023.…

Thank you, Claudia. Turning to slide 16. As we discussed throughout our remarks, we remain committed to accelerating robust growth opportunities ahead for all businesses. Given today's global macro uncertainty, that strength is more relevant than ever as we plan for the future as two independent companies. It's crucial to emphasize that the underlying fundamentals of our business have never been stronger. Turning to fiscal year ‘24 outlook. We expect adjusted EBITDA of $1.53 billion to $1.6 billion with an adjusted EPS of $7.70 to $8.20, representing a 9% and 10% and growth at the midpoint, respectively. This outlook incorporates the full-year contributions of the businesses to be separate. We expect a fiscal year ‘24 effective tax rate of 22%. As Claudia previously mentioned, we will carry temporarily elevated overhead costs needed to support CMS during the separation, including IT and corporate support. This, coupled with a historical seasonality, will have an approximately 10% negative effect year-over-year on adjusted EPS in Q1. We believe these costs are necessary to continue to support our clients as we progress through this transition period. This temporary cost is non-recurring and shall not be viewed as a reflection of a stand-alone company earnings power. We are well positioned to accelerate profitable growth in the years to come as we seek to compound per share value for our shareholders. We continue to be energized and excited about the future for Jacobs and CMS, and remain confident in our plan for long-term value creation. Operator, we will now turn the call over for questions.

[Operator Instructions] Your first question comes from the line of Jerry Revich of Goldman Sachs. Jerry, your line is open.

Yes, hi. Good morning everyone and congratulations on all the strong work here. Can I just ask in terms of the margin expansion targets. Can we just flesh that out a little bit and just talk a little bit more about the timing, how back-end loaded is that '24 versus '25, and if we just unpack the pieces a little bit more in terms of just the buckets of the 300 basis points relative sizes, that would be helpful. Thank you.

Hi, Jerry, so I would like to -- you have some of the details on this slide. And so let me just go over the details of this slide. So you have first a component of the stranded cost. So that one will happen after the separation. So that's roughly $50 million that you see there. So then you have one that we started to taking action, which is really the operating model, and that will obviously accelerate after the separation, but we've already taken action on that. So you'll see some of that over time in ‘24 and accelerated after the separation. And then as I mentioned in my prepared remarks, you have the overhead or the unallocated corporate that we normally see -- you normally see it as a separate line. And I talked about the $60 million down to $50 million. We will carry some temporary costs to support CMS as we prepare it for the independent company or the combined company. And that one as well, you'll accelerate in 2025. So in summary, you'll see a little bit in '24 accelerating after the separation. If I want to give you the nature of what is that, is really the -- a lot of the support is IT, the support layers and just in general, a simpler management structure and support.

Okay, super. And then the core underlying People & Places cadence that's better than that. Can you just expand on how that looks versus what you folks laid out to us in the 2025 plan? How -- what's progressing faster or slower than expectations relative to the segment margin ramp that you laid out just over a year ago?

Yes. What we laid out over a year ago, Jerry, continues. With regards to the P&PS margin expectations in that strategic time period, that hasn't changed.

Okay, thanks, Bob.

Your next question comes from the line of Chad Dillard with Bernstein. Chad, your line is open.

Hi, good morning, guys. So I just wanted to continue on the margin question. I was hoping you could bridge the 300 basis points, how much comes from CMS? How much comes from, I guess, the decision to include Divergent Solutions the cost out? And is there anything else that we should be thinking about when bridging today versus 2025?

So Chad, the 13.8% is the stand-alone Jacobs, so it excludes CMS and Cyber & Intelligence. And then the nature of those costs is the three buckets that I mentioned before, which are really corporate unlocated going from the $60 million run rate to $50 million run rate post separation, and then the operating model, which is $50 million in total run rate and then full elimination of stranded costs up to the separation.

Chad, if you were to take it in two buckets, Chad -- if you're taking two buckets, half is coming from the operating model of a cost structure that's more in line with the type of business that we will have and half is coming from margin expansion and margin mix. It's a higher margin, higher growth business. So think about it simplistically that way.

Got you. Okay. That's helpful. And then just a question for you on backlog growth. I appreciate that gross margin in backlog is growing by 8%. But I was hoping maybe you could frame backlog growth, excluding the capacity revenues. Just really trying to understand what were some of the puts versus the takes, strength versus weakness that you're seeing underlying in People & Places? And then maybe you can talk about just the size of the pipeline.

Yes. I don't actually think, Chad, it's a weakness. Actually, I think it's really strong in our P&PS business right now. It's really on project life cycle. We measure that revenue growth based on where we are in the project life cycle, right? And so when we're deep into whether it be advanced facilities jobs or large infrastructure programs, we're going to be burning and booking and burning a lot higher revenue kind of models. But as our business continues to profile more into a consultancy world, we're executing higher value services over the project and program life cycle. So you'll have lower revenue, higher margin opportunities come into backlog, and it just depends on when that program life cycle is. So we've talked about it before, which one is accelerating at a faster rate. I'd kind of tie that to where are we in the cycle of some of the spends.

Got it. Thank you.

Your next question comes from the line of Michael Dudas with Vertical Research. Micheal, your line is open.

Hi, good morning, Claudia.

Good morning.

Good morning, Mike.

Bob, maybe you could share maybe a touch of the pipeline of backlog. As you're entering 2024 in P&PS, you touched on water in your prepared remarks. What are some of the other areas that you see some interesting opportunities for new project backlog growth? And how much of -- you mentioned about the change in mix of the type of service that you're going to be providing to your client base. How quickly or how noticeable will that be maybe on the project management consultancy side as we run through the revenue model over the next maybe two to three years?

So two parts. One, Mike, you're asking about kind of what are some of the other end market secular trends that we're seeing? And then the second part of the question is around how do we see kind of revenue models as our consultancy business continues to grow -- consultancy type business. Is that fair?

Yes, to drive that, the better mix that you're talking about over your…

Sure, sure. The other verticals, I mentioned of our top 30 wins, nine are in water. If you take water and advanced facilities, it's -- half of the top 31s were in both of those sectors, six big advanced facilities markets, too. So we continue to see strong activity within the advanced facilities world, probably driven more so now as we bottomed out from an end market standpoint as far as sales goes within the semiconductor industry. Keep in mind, our clients continue to spend through there. But now with the GLP-1 drugs going on in life sciences and all the strength that we see with our clients we've had for years, advanced facilities is going to continue to be strong. And then the others, I'd highlight is energy transition. I highlighted a specific job, but the whole grid modernization of everything that we're seeing, and we're kind of in that consultancy component of that, and that's a strong piece, which is a segue to the second part. I would say that, that continued profile of our portfolio within now, call it, independent Jacobs, is we're kind of in the early innings of that. And so it's going to be a balance. But I'd say over the course of the next two or three, four years, it's going to drive that margin expansion even beyond what Claudia talked about post '25 with a cash conversion component to that that's very high.

Perfect, I appreciate that. Thank you.

Your next question comes from the line of Andy Kaplowitz with Citigroup. Andy, your line is open.

Hey, good morning, everyone, again.

Good morning, Andy.

So just sorting through Q4 results, I know there's a lot of noise because of the announced deal, but EPS and upcoming in below the low end of your previous guidance, could you give us more color into what exactly happened in the quarter that was below your expectations? And you mentioned the $40 million of temporary costs that you're carrying and how that's impacting your results. Should we simply be adding that $40 million back to your $1.53 billion to $1.6 billion EBITDA for '24 to get what guidance would have been if you weren't doing the RMT?

Yes. So Andy, so let's start with the first one, which is the big one and explains roughly half of the gap is the tax piece. And I had -- I included some of them in my remarks. So if I take, it's $0.06, so it's more the -- when you have a one-off allowance, and this is something that happens with your deferred tax. And -- so then the next one is going to be basically overhead costs or unallocated is one, we call it corporate unallocated. That's the other big piece. And then the share count, and I mentioned why we could do stock repurchases in the fourth quarter given -- based on the transaction. So that's at a high level what that means. Then I added some of the commentary that is on the temporary cost that we're carrying as we prepare CMS and the Cyber & Intelligence unit to operate independently. So that's the other piece of the puzzle, if you want.

Claudia, is it right to say that you could -- again, if you weren't doing the RMT, you would add that $40 million debt to EBITDA? Or is that not right to think like that?

Absolutely. And that's what Bob mentioned that towards the end, that's really our earnings power should exclude that -- those temporary costs. We're very client-centric. It's our clients' mission, and we want to make sure we have quite a bit of value tied to this transaction and the upside that we included in this additional value that we're going to get in the transaction and the new entity. We won the two entities to be very successful. It's temporary. And is to make sure we're preparing to have a very leader that we want and that we continue to be.

Great, and then Bob…

So Andy just to clarify. So the EBITDA guidance that I gave at the end we're carrying it in that guidance.

Yes, that's clear. And then, Bob, just P&PS, net revenue up 11% year I think you said you have good confidence in mid- to high single-digit organic revenue growth. Could you elaborate on the confidence do you see P&PS backlog growing at that rate in FY '24? And then how are you thinking about the balance between higher interest rates impacting projects and geopolitical risks with all the fiscal stimulus, that you mentioned and so on.

Yes. I think on the backlog piece of the question, Andy, my answer is yes, I think that mid- to high single-digit growth will continue. Remember, we've got a really nice diversity within P&PS. So if we think about some of the political risk or what's happening with interest rates, which might be affecting some of our private sector clients, there's not a full immunity, but our private sector clients continue to spend just because of the -- whether they be technology-based or global supply chain based, I say technology-based science-based drivers or supply chain drivers that has continued, and that's really been driving the performance. As far as IIJA or a larger infrastructure around energy transition outside the U.S., we have not seen that effect. In fact, our pipeline continues to grow at mid to high-single-digit percentages, and this is on a base that's very high.

Appreciate the color.

Your next question comes from the line of Bert Subin with Stifel. Your line is open.

Hey, good morning Bob and Claudia. Thank you for the time.

Hey, Bert.

Hi.

Bob maybe just taking that, I think that was more of a backlog question. You said in your prepared remarks, the outlook remains very healthy. Can you just walk us through how you're thinking about the organic growth profile for the company in this coming year? Just for Remainco, you think the previous range for FY '24 for P&PS was a 6% to 9% organic CAGR, with PA Consulting at 12% to 15%, do those remain intact? And on the advanced facility side, pretty positive comments there. Do you think that can keep growing double digits?

Yes. So the first part of the question, Bert, my answer is yes. I think on advanced facilities, I would say the underlying growth is strong. A lot of these larger programs, whether they be in the semiconductor space or in the life sciences space, are -- there are several, in fact, from an account standpoint, it's probably the highest that it's been. It continues to stay at a very high level. We're seeing now kind of the next wave of -- I mentioned GLP-1, but also other novel therapies run, oncology and some of the neuroscience projects that we're seeing. So the numbers will stay -- as far as numbers of opportunities will stay high. Where they are in the project life cycle will kind of balance -- imagine there's two curves. One is kind of coming down as far as the way that we saw. The others coming up, which kind of leads to a 12 to 13 -- I'm sorry, 12 to 18 month kind of reset there. Gather everything that I just said, your numbers work.

Got it. Okay. And maybe just a level deeper into the P&PS side. You mentioned some positive remarks on water and on international opportunities. Can you just sort of give us the viewpoint on how you're thinking about, I guess, the regional disparity in FY '24? As FX starts to become less of a factor, do you think what you're seeing in Europe and other parts of the world can rival sort of the growth we're expecting from IIJA in the U.S.?

I don't know if it will get to that level. But I think it will be robust. And I think Claudia mentioned it, our European business, despite these macro headwinds that it faced has done well. And so I think water transportation, energy transition that's driving the U.S., probably more pronounced around energy transition in Europe. Middle East is across all of our sectors -- P&PS sectors in the Middle East. And then in Southeast Asia and Australia and New Zealand, those have remained strong. Our business in APAC this year grew at significant double digits. And so a smaller base in the rest of the world. So I'd say all in all, the geographic diversity that we have in our business really, really is strong and helps us.

Thanks, Bob.

Your next question comes from the line of Steven Fisher with UBS. Steven, your line is open.

Thanks. Good morning. I just wanted to follow-up on the mix element of the 300 basis point margin bridge. I think, Bob, when you were talking about the half before that's mix, like how much of that is related to just not having the lower margin in CMS in there versus achieving better margins in P&PS? I guess I'm wondering when all is said and done with your cost optimization, will your segment-level margins be better? Or will that come out of some other initiatives over time?

Yes. So Steven, let me just make sure I understand. So I'll recap what Bob said, and then I'll address the segment margins. So the first one is the going up to 13.8%, roughly half is just the mix. And by mix, I mean, just what remains with us. The other half is the cost optimization, the streamlining of the operating model. And that is really a function of the remaining businesses removing costs and also the addition of our digital enablement and all that. So that and other works, the segments remain with us or the businesses that stay with us are going to increase their individual margins. Does that answer your question?

Yes, it does. So as part of the cost optimization, there is segment level efficiency initiatives as opposed to just sort of the corporate level element. Yes, that's helpful.

Both operations that's what the operating model, that's where it shows overall as a company. Yes.

Okay. Great. And just trying to think about your debt position in about 12 months from now. I'm not sure if I missed if you frame this out or not, but $1.9 billion of net debt now, $1 billion of dividend coming back from the separation to pay down debt. Free cash flow looks like it would be about another $1 billion before whatever cash restructuring expenses you're calling out. I don't know how much that is. But are you assuming close to sort of a net cash position exiting 2024?

Yes. So all our decisions are guided by a few principles. The first one is maintaining an investment-grade rating. Very important for us to maintain the strategic flexibility that we want. So those decisions are guided by our conversations with the rating agencies, especially with this transaction. And the other one is our commitment to return cash to our shareholders. So as we go to the transaction, I think one of the elements is also the element of distribution to our shareholders, and that's one of the reasons I highlighted so much we returned this quarter -- this year, and that is an important guiding principle for us is on a risk-adjusted basis to make the best decisions for our shareholders. And so I think that's an important element in the equation.

Thank you very much.

Thank you, Steve.

Your next question comes from the line of Gautam Khanna with TD Cowen. Your line is open.

Hey, good morning, guys.

Hey, Gautam. Good morning.

Hi, Gautam.

I was wondering if you could characterize the risk profile, some of the projects you've been booking in the backlog given the margins seem to be higher. Are these mostly fixed cost, what allows the profits to be higher? Just the mix of fixed price? Is there any more -- just how would you characterize. Thank you.

Yes. No, Gautam, it's a great question because it's where we're playing within the client business. I mean we're talking about a level of scientific and technical offering that is at the highest part of the business of our clients' business. And so whether it be in our pure-play PA Consulting work or in our science-based technical offering in the infrastructure and advanced facility space, that garners a higher level commercial model, part one. Part two is around the digital enablement, right? We're actually offering outcome-based solutions rather than the historical, I'm going to get margin from a commercial model that's either fixed or reimbursable and trade on a productivity gain. We're able to get those types of margins with -- we'll get them in a reimbursable scenario or we'll get them in a fixed-price services scenario just because of the level of impact that we're having in our clients' business.

Okay. And just one quick follow-up. You guys have talked about your PFAS technology. I was just curious if you've had any commercial traction yet? And if not, when do you anticipate booking some of that PFAS-related work?

Yes, it has. It has in the PFAS work, to segregate it out as an end market, we haven't. Where we're seeing the PFAS gain is in our water center. These wins that I'm referencing as well as some of the larger framework agreements that we have for water clients, whether they be federal, state or local around the world, that comes into play. We're actually making PFAS type of consultancy arrangements around that, too. The real PFAS for PFAS sake across the industry comes when you get type of super fund type of application in these containments being highlighted on public dockets. So we're -- we see growth, but I would look at that growth probably from a perspective of how it affects our end market sectors. And then when you get kind of in the 25%, 26%, 27% range and you start to get some compliance related items that are even further driving those end market sectors it gets bigger.

Thanks, guys.

Your next question comes from the line of Sabahat Khan with RBC Capital Markets. Your line is open.

Great, thanks and good morning. I guess I just want to get a little bit of perspective on maybe just the medium term even if it's directionally. As you look at the 13.8% in fiscal ‘25, and maybe just think about your mix by end market and region. If we just think moving on from that, is there opportunity whether to maybe look within P&PS for maybe lower margin businesses? Or where you expand geographically? I'm just thinking about the levers kind of going forward you see for the P&PS margins beyond just cost optimization to sort of get to that level in a few years?

Okay, you go ahead.

Yes. So I'd say this is something that we do -- we're doing currently, and we do all the time. So I would say two big levers are the -- our global delivery platform is one, very important, and we have one of the best platforms, if not the best, and it's been for several years. That's the first one. The other one is the digital enablement. And you see at some of the projects that we highlighted today are you see a clear differentiation that we have compared to our competitors, where we -- the digital enablement and the outcome based that Bob mentioned before, drives those more profitable projects.

Yes. And just to add one more thing, Sabahat, on the kind of the -- what we need. We don't -- we feel really strongly that our portfolio in the end markets that we're in is strong. Claudia talked about our two biggest enablers. I'll add a third, which is our consultancy enablement as well. But it's not like we need to go search for new geographies or buy skill sets in an end market sector. It's really the expansion through the digital and consultancy-based enablement, coupled with access to global talent, which -- I'll be in high agreements that we're one of the best in how we deliver on that.

Okay. Great. And then as you think about your guidance for kind of next year, kind of the numbers embedded in your three-year plan, you laid out the 6% to 9% for P&PS. And even as you look out sort of maybe another year beyond that, what mix of price versus volume do you anticipate given some of the funding that's in the system right now? And how should we think about that mix over the next couple of years, particularly in the kind of infra space?

Yes. I think that that's going to be tied to this enablement component. It's not -- this is honed in because it's kind of a different -- probably a different answer for different components of that infrastructure in advanced facility space, but this is honed in on infrastructure. Our clients are capped with how much they can spend for the infrastructure needs. So what we do is we come in with an offering where we're gaining margin with the enablement of outcomes-based solutions. So there's a price component that -- but with a higher margin what we're driving with our digital enablement. So we see that driving to the bottom line as we do all the things that Claudia talked about is creating a more simplified and streamlined organization.

Great. Thanks very much.

Your final question comes from the line of Andy Wittmann with Baird. Andy your line is open.

Oh, great. Thanks for taking my questions here. I guess it would just be kind of helpful to understand the timing on the $275 million of costs associated with all these actions. It sounds like there's going to be some here ahead of the transaction, but some probably translate to after the transaction. Claudia, can you just talk about the timing of those cash items and recognition of those on the income statement?

So Andy, this is very closely linked to the execution of the separation. So there will be more towards the end, you will have more because of elimination of -- we talked about the stranded costs and the advisers and all that, but very much throughout if you're going to see it because of the advisory fees and all that I mentioned before. So that's just aligned with the time line of the separation.

Okay. And then I guess -- I don't to do next. I guess I guess on the 1Q guide, I guess I just want to get a little bit more comfortable with that. I don't think you're saying that the corporate unallocated cost run rate is going to be higher in 1Q. It sounds like you're saying it's going to be about the same. I just wanted to confirm that. Then when you talk about the seasonality, I guess, there's always seasonality in 1Q. What's different about this year's seasonality? Is it just the fact that the items that were called out in last year's footnote that present a tough comp that weren't excluded? And I guess maybe related to that, if there are costs that are related to restructuring and separation, why aren't those being excluded in the first quarter?

No, I think we talked about -- well, there is a seasonality of the business. So yes, I'd say yes to that one. And then the ones that I mentioned of the $40 million, just at a high level, the cost that we're carrying to support the separation of CMS. So it's really linked to the transaction or the preparing CMS to operate in the new environment. So those, I would say -- that one amplifies the impact. But I didn't say it would be higher on the $60 million is more what we carry in extra throughout or across the company to support CMS. CMS and Cyber & Intelligence.

Alright, thank you.

At this time, there are no more questions. And now I would like to turn the call back over to the team.

Yes. Thank you, everyone. We're excited about the future, and we look forward to providing more updates as we progress our exciting plan forward. Thank you, everyone.

Thank you.

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.