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(State
or other jurisdiction of incorporation or organization)
(SEC File No.)
(IRS Employer
identification number)
i1999
Bryan Street
iSuite 1200
iDallas
iTexas
i75201
(Address
of principal executive offices)
(Zip Code)
Registrant's telephone number (including area code): (i214) i583-8500
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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).
i☐
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.
Item
7.01
Regulation FD
On September 19, 2022, Jacobs Solutions Inc. (the “Company”) reaffirmed previous guidance for its fourth quarter and fiscal year 2022. The Company expects fourth quarter adjusted EBITDA of $340 to $360 million and adjusted EPS of $1.75 to $1.85. The Company also reinforces its full-year 100% adjusted cash conversion expectations.
As of September 16, 2022, the Company
has $532.2 million remaining to repurchase shares of its common stock under the Company’s previously announced stock buyback authorization, which will expire in January 2023, unless further extended. The Company intends to continue to repurchase its shares of common stock from time to time, including through implementing Rule 10b5-1 plans, as well as by other means.
The Company expects to report its full fourth quarter and 2022 fiscal year end results in mid-November and will conduct a conference call at that time.
Non-GAAP Financial Measures
Reconciliation
of the adjusted EPS outlook and adjusted EBITDA outlook for the fourth quarter, and adjusted EBITDA outlook, adjusted EPS outlook, and adjusted cash conversion expectations for the full fiscal 2022 year to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict with sufficient certainty all the components required to provide such reconciliation, including with respect to foreign currency translation impacts, and the amount and timing of certain costs and charges to be incurred in fiscal 2022.
Forward-Looking Statements
Certain statements contained in this Form 8-K constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Statements made in this press release that are not based on historical fact are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding our expectations for our fiscal 2022 adjusted cash conversion, and our full year and fourth quarter adjusted EPS and adjusted EBITDA, and expectations regarding our timing of announcing for our fourth quarter and fiscal year results. Although such statements are based on management's current estimates and/or expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution
the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include the timing of the award of projects and funding under the Infrastructure Investment and Jobs Act, financial market risks that may affect the Company's funding obligations under defined benefit pension and postretirement plans, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates, foreign currency exchange rates, changes in capital markets, and geopolitical events and conflicts, among others. The impact of such matters includes, but is not limited to, the possible reduction in demand for certain of our product solutions and services and the delay or abandonment
of ongoing or anticipated projects due to the financial condition of our clients and suppliers or to governmental budget constraints or changes to governmental budgetary priorities. The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see the discussions contained under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our most recently filed Annual Report on Form 10-K, and the discussions contained under Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations; Part II, Item 1 - Legal Proceedings; and Part II, Item 1A - Risk Factors, in our most recently filed Quarterly Report
on Form 10-Q, as well as the Company's other filings with the Securities and Exchange Commission. The Company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.
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.
